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Directors Report of Deccan Cements Ltd.

Mar 31, 2023

The Directors of your company are glad to present the 43rd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2023.

Financial Results:

The Financial Results for the year ended 31st March 2023 are summarized below:

(Rs. in Lakhs)

Particulars

2022-23

2021-22

Revenue from operations

78,154.48

79,184.38

Other Income (net)

929.45

1,038.58

Total Income

79,083.93

80,222.96

Operating expenses

68,436.49

63,021.81

Depreciation and amortization expenses

2,739.31

2,589.69

Total expenses before Finance cost, Exceptional Item and Tax

71,175.80

65,611.50

Profit before Finance cost, Exceptional Item and Tax

7,908.13

14,611.46

Less: Finance cost

1,247.05

1,020.53

Exceptional Item

-

1,863.64

Current tax

1,682.00

2,762.52

Deferredtax

49.56

207.33

Net Profit after Tax

4,929.52

8,757.44

Other comprehensive income

(38.74)

0.20

Total comprehensive income for the year

4,890.78

8,757.64

Profit brought forward from previous year

57,965.01

49,907.75

Less: Dividend (FY 2021-22 / 2020-21)

(700.38)

(700.38)

Closing Balance of Profit

62,155.41

57,965.01

Earnings Per Share (in Rs.)

35.19

62.52

Results of Operations:

The profit after tax of the Company for the current year was at Rs.4,929.52 Lakhs as compared to the previous year profit of Rs. 8,757.44 Lakhs. During the year there was no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2018-19. As per Ind-AS requirements GST, rebates and discounts are reduced from the Gross revenue.

(Rs. in Lakhs)

Particulars

2022-23

2021-22

Sale of products

(a) Cement - Net Revenue

77,270.51

78,048.08

(b) Power* (Net of charges for wheeling, banking)

Wind

42.49

59.30

Hydel

685.74

570.58

Thermal

17.75

309.24

Power - Net Revenue

745.98

939.12

Other operating revenues

Scrap sales

137.99

197.18

Revenue (Net of Taxes and Rebates)

78,154.48

79,184.38

* includes unbilled revenue.

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Transfer to Reserves:

Your Directors do not propose to transfer any amount to reserves for the financial year ended 31st March 2023.

Dividend:

In consonance with the Company''s policy of rewarding its shareholders on a consistent basis, your directors have recommended final dividend of Rs.3.75/- per equity share i.e. @75% dividend on the Equity Share Capital of the Company for FY 2022-23, subject to approval of the members in the ensuing annual general meeting of the Company.

The web link for Dividend Distribution Policy is available at:

https://deccancements.com/pdf/Dividend-Distribution-

Policy.pdf.

Capital Structure:

There is no change in the capital structure during the year.

Deposits:

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,-

(a)

Accepted during the year

Nil

(b)

Remained unpaid or unclaimed as at the end of the year

Nil

(c)

whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year

Nil

(ii) Maximum during the year

Nil

(iii) At the end of the year

Nil

The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable

Management Discussion and Analysis Report:

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

Business Responsibility Report:

Business Responsibility Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

Corporate Governance:

The Company''s Report on Corporate Governance is attached, and forms part of this Report.

Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF):

During financial year 2022-23 (on 4th November 2022) the Company has transferred unclaimed and unpaid dividend amount of Rs.3,20,566/- pertaining to the Financial Year 2014-15 to the Investor Education and Protection Fund (IEPF). Subsequently, on 11th May 2023 the Company has transferred unclaimed and unpaid dividend of Rs.6,52,065/-pertaining to the Financial Year 2015-16 to the Investor Education and Protection Fund (IEPF).

The unclaimed/unpaid dividend, if any, pertaining to the financial year 2016-17 shall be transferred to the Investor Education and Protection Fund (IEPF) on 10th September 2024, unless a claim by the respective member is lodged with the Company/RTA before that date.

The year wise details of unpaid and unclaimed amounts lying with the Company as on 31st March 2023 is available in the Company''s website https:// deccancements.com/shareholders-information.php. Shareholders are advised to check their unpaid and unclaimed dividend status and contact the Company for encashment of the same, if depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to transfer shares in respect of which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF. Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during financial year 2022-23, through Corporate Action on 21st November 2022, the Company has transferred 10,950 equity shares belongs to 31 shareholders to the IEPF Authority, further, through

Corporate Action on 18th May 2023, the Company has transferred 16,310 equity shares belongs to 27 shareholders to the IEPF Authority, in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more to the demat account of IEPF Authority held with NSDL. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php. The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Similarly, the shares in respect of which dividend are unpaid / unclaimed for a continues period of seven years, since the dividend declared for Financial Year 2016-17, will be due for transfer to IEPF on 10th September 2024.

The concerned members/investors are advised to visit the weblink http://www.deccancements.com/ shareholders-information.php or visit the weblink of the IEPF Authority https://www.iepf.gov.in/IEPF/ refund.html, or contact the Company''s RTA (KFin Technologies Ltd.), for detailed procedure to lodge the claim with the IEPF Authority.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2016-17 and thereafter, are as under:

Financial

Year

Date of Declaration

Face Value per Share (Rs.)

% of Dividend Declared

Dividend per Share (Rs.)

Unclaimed and unpaid Dividend as on 31.03.2023 (Rs.)

Due date of transfer to IEPF

2016-17

11.08.2017

10.00

60

6.00

7,25,010

10.09.2024

2017-18

10.08.2018

5.00

60

3.00

4,60,218

13.09.2025

2018-19

07.08.2019

5.00

75

3.75

4,99,200

13.09.2026

2019-20*

28.02.2020

5.00

80

4.00

6,00,272

07.03.2027

2020-21

14.09.2021

5.00

100

5.00

9,01,268

20.10.2028

2021-22

14.09.2022

5.00

100

5.00

5,10,129

20.10.2019

* Interim Dividend

Directors and Key Managerial Personnel:

On 7th November 2022, Dr. Surendra Ambalal Dave took retirement from the Directorship of the Company.

On 19th June 2023, Mr. M. B. Raju, Executive Chairman and Promoter of the Company, passed away.

On 11th August 2023, the Board of Directors of the Company elected Ms. P. Parvathi (DIN: 00016597), Managing Director of the Company, as the Chairperson of the Board as well as of the Company.

Pursuant to Section 152 of the Companies Act, 2013 Mr. R Gopalakrishnan (DIN: 00296413) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Brief resume of the Director(s) retiring by rotation, including nature of their experience in specific

functional areas, names of companies in which he holds directorship and membership of committees of the Board is appended to the Notice calling the 43rd Annual General Meeting.

Familiarization program for Independent Directors:

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company''s philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company''s website at www. deccancements.com.

Declaration by Independent Directors:

Your Company has received necessary declaration from each independent director under Section 149 of the Companies Act, 2013, confirming that

he/she meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Statutory Auditor:

M/s. M. Anandam & Co., Chartered Accountants (FRN 000125S) were re-appointed as Statutory Auditor of the Company for a second term of 5 Consecutive years at the 42nd Annual General Meeting held on 14th September 2022 to hold office till the conclusion of 47th Annual General Meeting of the Company.

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

Cost Auditor:

M/s. Aruna Prasad & Co., Cost Accountants, Chennai, has been re-appointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2023-24. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. V. Shankar & Co., Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2023. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I). There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report.

Annual Return:

The Annual Return for FY 2022-23 is available on the website of the Company and the same can be accessed through the link: http://www. deccancements.com/shareholders-information.php.

Board Meetings:

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

Directors'' Responsibility Statement:

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

a) in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2023 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2023 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

CEO/CFO Certification:

The CEO and CFO certification on the Financial Statements for Year 2022-23 is provided elsewhere in this Annual Report.

Policy on Directors'' appointment and remuneration and other details:

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

Particulars of loans, guarantees or investments under Section 186:

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

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

The Company had not entered into any arrangement/ transaction with related parties which is material in nature and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

Transactions entered by the Company with its related parties were on an arm''s length basis and suitable

disclosures as required under Ind AS-24 have been made in Note No. 34 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company''s website https://deccancements.com/corporate-governance. php.

Energy Conservation, Technology Absorption and Foreign Exchange:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors'' Report for the year ended 31st March 2023 are given in Annexure II.

Internal Control Systems and its Adequacy:

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management:

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 the Board of Directors have constituted the Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, Information Technology, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

After reviewing the existing risk management policy and a number of discussions, assessments, the

Risk Management Committee had suggested the revised comprehensive Risk Management Policy to the Board for adoption. After a lengthy discussion, the Board approved the revised comprehensive Risk Management Policy of the Company. The Risk Management Policy is disclosed in the company''s website https://deccancements.com/corporate-governance.php. The Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR):

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

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2022-23 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure III.

Board Evaluation:

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees:

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

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

Prevention of Sexual Harassment Policy:

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the ''The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder.

During the financial year ended 31st March 2023, the Company has not received any Complaint pertaining to Sexual Harassment.

Others:

Your company''s affairs are being managed in a fair and transparent manner. There were no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report. No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. No application has been made under the Insolvency and Bankruptcy

Code, 2016 during FY 2022-23 and thereafter. For FY 2022-23 the Auditors of the Company did not report any frauds to the Audit Committee under sub-section (12) of section 143 of the Companies Act, 2013. There was no change in the nature of business of the Company during FY 2022-23 and thereafter. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are being made and maintained.

Acknowledgement:

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

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

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


Mar 31, 2018

BOARD'S REPORT

Dear Shareholders,

The Directors of your company are glad to present the 38th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018.

Financial Results

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

   

(Rs. in Lakh)

Particulars

2017-18

2016-17

Revenue from

   

operations

59442.25

58672.64

Other Income (net)

395.42

241.60

Total Income

59837.67

58914.24

Less:

   

Operating expenses

50918.15

48700.54

Depreciation and amortization expenses

2268.99

2172.38

Total expenses

53187.14

50872.92

Profit before Finance

   

cost and Tax

6650.53

8041.32

Less: Finance cost

566.23

683.55

Current tax

1812.86

2315.10

Deferred tax

416.51

355.60

Net Profit after Tax

3854.93

4687.07

Other comprehensive income

(44.06)

(9.96)

Total comprehensive income for the year

3810.87

4677.11

Profit brought forward from previous year

26641.19

22469.86

Profit available for Appropriation

30452.06

27146.97

Company for the current year was at Rs.3854.93 Lakh as compared to the previous year profit of Rs 4687.07 Lakh. During the year there is no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2017-18 shows that there is an increase in revenues by just 1% though the volume growth is about 9.80%. As per Ind-AS requirements VAT / GST, rebates and discounts are reduced from the Gross revenue. For the sake of better understanding of the changes that took place given below the Gross and the Net Revenue details as disclosed in the financial statements:

Results of Operations

The Company recorded satisfactory performance during the year under review. The profit aftertax of the

   

(Rs in Lakh)

Particulars

Year ended 31 March 2018

Year ended 31 March 2017

Sale of products

   

(a) Cement - Gross

   

Revenue

83,361.13

73,168.06

VAT

2,652.99

8,764.24

GST

13,729.77

-

Rebates

8,199.25

6,241.66

Cement - Net Revenue

58,779.12

58,162.16

(b) Power

   

(Net of charges for wheeling, banking)

   

Wind

93.92

182.24

Hydel

337.40

190.99

Thermal

192.40

54.04

Power - Net revenue

623.72

427.27

Other operating revenues

   

Scrap sales

39.41

83.21

Revenue (Net of Taxes and Rebates)

59,442.25

58,672.64

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs 3/-per equity share i.e. @60% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2018 will be Rs 420.23 Lakh and Rs 85.55 Lakh towards tax on dividend. The cash outflow for dividend declared for the previous year ended 31st March 2017 was also at the same amount.

Your directors have not proposed to transfer any sum to Reserves for the financial year 2017-18.

Capital Structure

During the financial year under review, the Shareholders in the 37th Annual General Meeting held on 11th August 2017 approved the sub-division of each equity share of the Company having face value of Rs 10/- each fully paid up into 2 equity shares of the face value of Rs 5/- each fully paid up share capital of the company. There was no change in the amount of authorised and paid-up share capital of the Company but the number of shares changed i.e. the authorised share capital of the Company changed from 100,00,000 (One Crore) equity shares of Rs 10/- each to 2,00,00,000 (Two Crore) equity shares of Rs 5/- each and paid-up capital of the Company changed from 70,03,750 (Seventy Lakh Three Thousand Seven Hundred Fifty) equity shares of Rs 10/- each to 1,40,07,500 (One Crore Forty Lakh Seven Thousand Five Hundred) equity shares of Rs 5/- each w.e.f 12.09.2017 (record date).

Deposits

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Management Discussion and Analysis Report

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

Corporate Governance

The Company's Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred sum of Rs 2,79,747/-, the unclaimed/unpaid dividend amount pertaining to the Financial Year 2009-10, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018. The year wise details of unpaid and unclaimed amounts lying with the Company as on 11th August 2017 (date of last Annual General Meeting) are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA) www.iepf.gov.in and also available in the Company's website http://www.deccancements. com/shareholders-information.php. Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to transfer shares against which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF As per the Ministry of Corporate Affairs General Circular No. 12/2017 dated 16.10.2017, the Company has transferred 92770 equity shares belonging to 313 shareholders as on 31.10.2017 to Demat account of IEPF Authority held with NSDL. Further the unclaimed/unpaid shares pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh continue as independent directors on the Board of the Company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as independent director during the year.

During the year Mr. P Venugopal Raju (DIN: 00016548), Non-Executive Director resigned from the Board w.e.f 4th January 2018. The Board places on record its deep sense of appreciation for the valuable services rendered by him to the Board and the Company during his tenure as Director.

Pursuant to Section 152 of the Companies Act, 2013 Mr. M B Raju, Executive Chairman (DIN: 00016652) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2017-18 under review there was no change in Key Managerial Personnel position of the Company, Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer, and Mr. S K Mishra, Company Secretary continued as the "Key Managerial Personnel" of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company's website at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013 M/s. M Anandam & Co., Chartered Accountants, Secunderabad were appointed as Statutory Auditors of the Company in the thirty seventh annual general meeting of the Company held on 11th August 2017 for a period of five years i.e. till the conclusion of the forty second annual general meeting to be held in the year 2022, subject to ratification of their appointment at every annual general meeting.

First proviso to Section 139(1) of the Companies Act, 2013 which requires yearly ratification of appointment of Statutory Auditors by the Shareholders in each Annual General Meeting has been omitted w.e.f. 7th May 2018. Accordingly the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2018-19. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Tumuluru & Company, Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

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

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2018 is annexed to this Report (Annexure II).

Board Meetings

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

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2018 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2018 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Policy on Directors' appointment and remuneration and other details

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

Particulars of loans, guarantees or investments under Section 186

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

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

The Company had not entered into any arrangement / transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arm's length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 30 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website www.deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31st March 2018 are given in Annexure III.

Internal Control Systems and its Adequacy

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management

The Company has framed a Risk Management Policy and details of policy are disclosed in the company's website www.deccancements.com. The

Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR)

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

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2017-18 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees

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

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

Prevention of Sexual Harassment Policy

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder. During the financial year ended 31st March 2018, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

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

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

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

 

For and on behalf of the Board

 

M B Raju

Place : Hyderabad

Executive Chairman

Date : 29.05.2018

DIN: 00016652

Annexure I

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Deccan Cements Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 (herein after called as Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of:

a. Foreign Direct Investment - (Not Applicable during the Audit period)

b. Overseas Direct Investment - (Not Applicable during the Audit period)

c. External Commercial Borrowings-(Not Applicable during the Audit period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable for the Audit Period)

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable for the Audit Period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008; (Not Applicable for the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable for the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable for the Audit Period)

vi. We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test- check basis, the Company has complied with the following laws applicable specifically to the Company:

a. Cement (Quality Control) Order, 2003

b. Cement Cess Rules, 1993

c. The Electricity Act, 2003

d. The Mines Act, 1952

e. Mines and Minerals (Development & Regulation) Act, 1957

f. The Forest Conservation Act, 1980

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that -

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Company has spent a sum of Rs.1,16,54,292/- towards Corporate Social Responsibility during the Financial Year 2017-18, while 2% of the average net profits of the three preceding financial years was Rs 1,16,50,182/-

 

For Tumuluru & Company

 

Company Secretaries

Place : Hyderabad

B V Saravana Kumar

Date : 29.05.2018

Partner

 

ACS No. : 26944

 

C. P. No. : 11727

Note: This report is to be read with our letter of even date by the Secretarial Auditors, which is annexed as Enclosure A and forms an integral part of this report.

Enclosure -A

To

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For Tumuluru & Company

 

Company Secretaries

 

B V Saravana Kumar

 

Partner

Place: Hyderabad

ACS No. : 26944

Date: 29.05.2018

C. P. No. : 11727

Annexure II

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I Registration and Other Details:

(i)

CIN

L26942TG1979PLC002500

(ii)

Registration Date

31.07.1979

(iii)

Name of the Company

Deccan Cements Limited

(iv)

Category / Sub-Category of the Company

Public Company - Limited by Shares

(v)

Address of the registered office and contact details

6-3-666/B, 'Deccan Chambers', Somajiguda, Hyderabad - 500 082, Telangana

(vi)

Whether listed company (Yes / No)

Yes

(vii)

Name, Address and contact details of Registrar and Transfer Agent, if any;

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad 500 032 Phone No: 040-67162222, Fax No: 040-23001153 Email id: [email protected], Website: www.karvycomputershare.com

II. Principal Business Activities of the Company:

SL No.

Name and Description of Main Products Services

NIC Code of the Product

% to total turnover of the Company

1

• Manufacturing of Cement in form of Clinker

23941

0

• Manufacturing of Portland Cement, Slag Cement and similar

23942

98.88%

2

• Generation of Electricity

35101 /35102 /35106

1.05%

III. Particulars of Holding, Subsidiary and Associate Companies: NIL

IV Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity): (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year as on 01.04.2017

No. of Shares held at the end of the year as on 31.03.2018

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

                 

(1) Indian

                 

a) Individual / HUF

741631

0

741631

10.59

1483262

0

1483262

10.59

0

b) Central Govt.

0

0

0

0

0

0

0

 

0

c) State Govt.(s)

0

0

0

0

0

0

0

 

0

d) Bodies Corp.

3169393

0

3169393

45.25

6338786

0

6338786

45.25

0

e) Banks / Fl

0

0

0

0

0

0

0

 

0

f) Any other

24273

0

24273

0.35

48546

0

48546

0.35

0

Sub-total (A) (1)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

(2) Foreign

                 

a) NRI(s) Individual (s)

0

0

0

0

0

0

0

0

0

b) Other- Individual

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

0

d) Banks/FI's

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total A (2)

0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A) =A(1) + A(2)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

B. Public Shareholding

                 

1. Institutions

                 

a) Mutual Funds

788706

2500

791206

11.30

1936708

2800

1939508

13.85

2.55

b) Banks / Fl

2316

494

2810

0.04

28

988

1016

0.01

-0.03

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govt.(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

39040

350

39390

0.56

249627

700

250327

1.79

1.22

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1)

830062

3344

833406

11.90

2186363

4488

2190851

15.64

3.74

2. Non-Institutions

                 

(a) Bodies Corp.

                 

(i) Indian

431279

5610

436889

6.24

782649

4420

787069

5.62

-0.62

(ii) Overseas

0

0

0

0

0

0

0

0

0

(b) Individuals

                 

(i) Individual shareholders holding nominal share capital upto Rs 1 Lakh

894574

226771

1121345

16.01

1558354

326541

1884895

13.46

-2.55

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh

68145

0

68145

0.97

144200

0

144200

1.03

0.06

(c) Others (specify)

                 

- Non Resident Indians

590534

0

590534

8.43

1003461

0

1003461

7.16

-1.27

- NRI Non Repatriation

10379

0

10379

0.15

21090

0

21090

0.15

0

- Clearing Members

7675

0

7675

0.11

12410

0

12410

0.09

-0.02

- Trust

0

0

0

0

0

0

0

0.00

0

- NBFCs Registered with RBI

80

0

80

0

160

0

160

0.00

0

-IEPF

0

0

0

0

92770

0

92770

0.66

0.66

Sub-total B(2)

2002666

232381

2235047

31.91

3615094

330961

3946055

28.17

-3.74

Total Public Shareholding (B) =B(1) + B(2)

2832728

235725

3068453

43.81

5801457

335449

6136906

43.81

0

C. Shares held by Custodian for GDR & ADR

0

0

0

0.00

0

0

0

0.00

0

Grand Total (A+B+C)

6768025

235725

7003750

100

13672051

335449

14007500

100

0

^Post sub-division of shares

(ii) Shareholding of Promoter (including Promoter Group):

SI No.

Shareholder's Name

Shareholding at the beginning of the year as on 01.04.2017

^Share holding at the end of the yearas on 31.03.2018

% change in share holding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1.

Melvillie Finvest Ltd

2301856

32.87

0.00

4603712

32.87

0.00

0.00

2.

Satyasai Investments & Leasing Ltd

523737

7.48

0.00

1047474

7.48

0.00

0.00

3.

Bangar Raju Manthena

503343

7.19

0.00

1160921

8.29

0.00

1.10

4.

DCL Securities Ltd

256000

3.66

0.00

512000

3.66

0.00

0.00

5.

Manthena Bangarraju HUF

154235

2.20

0.00

0

0

0.00

-2.20

6.

DCL Exim Limited

87800

1.25

0.00

175600

1.25

0.00

0.00

7.

Lakshmi Manthena

65050

0.93

0.00

284335

2.03

0.00

1.10

8.

Parvathi Penmetcha

19003

0.27

0.00

38006

0.27

0.00

0.00

9.

Anirudh Raju Penmetcha (PAC)

11423

0.16

0.00

22846

0.16

0.00

0.00

10.

Aishwarya Penmetcha (PAC)

10750

0.15

0.00

21500

0.15

0.00

0.00

11.

P Varun Raju Kumar (PAC)

1000

0.01

0.00

2000

0.01

0.00

0.00

12.

Penumatcha Venkata Ramachandra Raju (PAC)

800

0.01

0.00

1600

0.01

0.00

0.00

13.

Venugopal Raju Penmetcha (PAC)

300

0

0.00

600

0

0.00

0.00

 

Total

3935297

56.19

0.00

7870594

56.19

0.00

0.00

 

^Post sub-division of shares.

(iii) Change in Promoters' (including Promoter Group) Shareholding:

Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

7870594

56.19

   

Changes during the year

0

0.00

   

At the end of the year 31.03.2018

7870594

56.19

       

Cumulative shareholding during the year

Name: Bangar Raju Manthena

     

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

1006686

7.19

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

1160921

8.29

Name: Lakshmi Manthena

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

130100

0.93

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

     

284335

2.03

Name: Manthena Bangarraju HUF

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

 

308470

2.20

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

 

308470

*lnter-se Transfer

308470

2.20

At the end of the year 31.03.2018

     

0

0.00

*lnter-se Transfer of shares amongst the promoter and promoter group shareholders involving transfer of entire shareholding of Manthena Bangar Raju HUF (3,08,470 shares) to Bangar Raju Manthena (1,54,235 shares) and to Lakshmi Manthena (1,54,235 shares). No change in aggregate shareholding of promoter and promoter group.

iv) Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDR and ADR):

1. UTI-MID Cap Fund

Cumulative shareholding during the year

No. of Shares (post split)

% of total shares of the company

At the beginning of the year 01.04.2017

369269

5.27

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

369269

 

Share Split

738538

5.27

22/12/2017

671655

 

Purchase

1410193

10.07

22/12/2017

 

738538

Purchase

671655

4.79

At the end of the year 31.03.2018

671655

4.79

   

2. Keswani Harish

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

311990

4.45

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-315

Sale

311675

4.45

15/09/2017

311675

 

Share Split

623350

4.45

16/02/2018

 

-22365

Sale

600985

4.29

At the end of the year 31.03.2018

600985

4.29

   

3. IL and FS Trust Company Limited

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

277963

3.97

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-188

Sale

277775

3.97

19/05/2017

 

-3050

Sale

274725

3.92

26/05/2017

 

-10009

Sale

264716

3.78

02/06/2017

100

 

Purchase

264816

3.78

09/06/2017

1200

 

Purchase

266016

3.80

16/06/2017

2940

 

Purchase

268956

3.84

23/06/2017

4923

 

Purchase

273879

3.91

30/06/2017

5224

 

Purchase

279103

3.99

07/07/2017

 

-628

Sale

278475

3.98

14/07/2017

6933

 

Purchase

285408

4.08

21/07/2017

2675

 

Purchase

288083

4.11

28/07/2017

4400

 

Purchase

292483

4.18

04/08/2017

4541

 

Purchase

297024

4.24

11/08/2017

3678

 

Purchase

300702

4.29

18/08/2017

4042

 

Purchase

304744

4.35

25/08/2017

3926

 

Purchase

308670

4.41

01/09/2017

7355

 

Purchase

316025

4.51

15/09/2017

243935

 

Purchase & share split

559960

4.00

22/09/2017

2176

 

Purchase

562136

4.01

29/09/2017

 

-15000

Sale

547136

3.91

06/10/2017

1422

 

Purchase

548558

3.92

27/10/2017

7204

 

Purchase

555762

3.97

31/10/2017

3196

 

Purchase

558958

3.99

03/11/2017

1245

 

Purchase

560203

4.00

10/11/2017

754

 

Purchase

560957

4.00

17/11/2017

21658

 

Purchase

582615

4.16

24/11/2017

10123

 

Purchase

592738

4.23

01/12/2017

 

-577

Sale

592161

4.23

08/12/2017

990

 

Purchase

593151

4.23

15/12/2017

11267

 

Purchase

604418

4.31

22/12/2017

7663

 

Purchase

612081

4.37

29/12/2017

4111

 

Purchase

616192

4.40

05/01/2018

 

-10000

Sale

606192

4.33

12/01/2018

770

 

Purchase

606962

4.33

19/01/2018

4632

 

Purchase

611594

4.37

26/01/2018

772

 

Purchase

612366

4.37

02/02/2018

746

 

Purchase

613112

4.38

16/02/2018

 

-49000

Sale

564112

4.03

23/02/2018

1445

 

Purchase

565557

4.04

02/03/2018

984

 

Purchase

566541

4.04

09/03/2018

1154

 

Purchase

567695

4.05

16/03/2018

4240

 

Purchase

571935

4.08

23/03/2018

6905

 

Purchase

578840

4.13

At the end of the year 31.03.2018

   

578840

4.13

4. Ricky Ishwardas Kirpalani

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

273090

3.90

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-11470

Sale

261620

3.74

28/04/2017

214209

 

Purchase

475829

6.79

28/04/2017

 

-250000

Sale

225829

3.22

26/05/2017

 

-2363

Sale

223466

3.19

02/06/2017

 

-12291

Sale

211175

3.02

09/06/2017

 

-3939

Sale

207236

2.96

23/06/2017

 

-422

Sale

206814

2.95

07/07/2017

 

-263

Sale

206551

2.95

14/07/2017

 

-2257

Sale

204294

2.92

21/07/2017

 

-6796

Sale

197498

2.82

15/09/2017

197498

 

Share split

394996

2.82

At the end of the year 31.03.2018

   

394996

2.82

5. HSBC Infrastructure Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

228183

3.26

Date

Increase (+)

Decrease

(-)

Reason

   

16/06/2017

 

-2000

Sale

226183

3.23

23/06/2017

 

-5924

Sale

220259

3.14

15/09/2017

220259

 

Share split

440518

3.14

22/12/2017

45000

 

Purchase

485518

3.47

12/01/2018

46980

 

Purchase

532498

3.80

19/01/2018

80000

 

Purchase

612498

4.37

26/01/2018

3300

 

Purchase

615798

4.40

23/03/2018

 

-1551

Sale

614247

4.39

At the end of the year 31.03.2018

   

614247

4.39

6. IDFC Classic Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

142554

2.04

Date

Increase (+)

Decrease

(-)

Reason

   

05/05/2017

1000

 

Purchase

143554

2.05

30/06/2017

1257

 

Purchase

144811

2.07

01/09/2017

1313

 

Purchase

146124

2.09

15/09/2017

146124

 

Share split

292248

2.09

29/09/2017

118

 

Purchase

292366

2.09

06/10/2017

1119

 

Purchase

293485

2.10

13/10/2017

315

 

Purchase

293800

2.10

20/10/2017

125

 

Purchase

293925

2.10

27/10/2017

4836

 

Purchase

298761

2.13

31/10/2017

617

 

Purchase

299378

2.14

24/11/2017

14300

 

Purchase

313678

2.24

01/12/2017

28000

 

Purchase

341678

2.44

15/12/2017

1200

 

Purchase

342878

2.45

22/12/2017

 

-25467

Sale

317411

2.27

29/12/2017

 

-39430

Sale

277981

1.98

05/01/2018

39430

 

Purchase

317411

2.27

12/01/2018

1800

 

Purchase

319211

2.28

19/01/2018

 

-84007

Sale

235204

1.68

16/03/2018

20000

 

Purchase

255204

1.82

At the end of the year 31.03.2018

   

255204

1.82

7. Investor Education And Protection Fund Authority (IEPF)

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

30/11/2017

92770

 

Statutory transfer

92770

0.66

At the end of the year 31.03.2018

   

92770

0.66

8. UTIA/C India Fund Unit Scheme 1986

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

22/12/2017

66883

 

Purchase

66883

0.48

29/12/2017

3050

 

Purchase

69933

0.50

At the end of the year 31.03.2018

   

69933

0.50

   

9. L&T Mutual Fund Trustee Limited-L&T Emerging Business Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

47400

0.68

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

98020

 

Purchase & Share split

145420

1.04

22/09/2017

1565

 

Purchase

146985

1.05

29/09/2017

26162

 

Purchase

173147

1.24

06/10/2017

41

 

Purchase

173188

1.24

13/10/2017

5476

 

Purchase

178664

1.28

20/10/2017

4757

 

Purchase

183421

1.31

27/10/2017

11648

 

Purchase

195069

1.39

12/01/2018

36000

 

Purchase

231069

1.65

19/01/2018

25000

 

Purchase

256069

1.83

23/02/2018

67000

 

Purchase

323069

2.31

At the end of the year 30.03.2018

323069

2.31

   

10. Fidelity Investment Trust Fidelity Emerging Market Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

35374

0.51

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

3317

 

Purchase

38691

0.55

14/04/2017

1437

 

Purchase

40128

0.57

21/04/2017

1871

 

Purchase

41999

0.60

28/04/2017

2952

 

Purchase

44951

0.64

12/05/2017

476

 

Purchase

45427

0.65

19/05/2017

7232

 

Purchase

52659

0.75

26/05/2017

6036

 

Purchase

58695

0.84

02/06/2017

5672

 

Purchase

64367

0.92

07/07/2017

1773

 

Purchase

66140

0.94

14/07/2017

628

 

Purchase

66768

0.95

21/07/2017

740

 

Purchase

67508

0.96

28/07/2017

5515

 

Purchase

73023

1.04

25/08/2017

5977

 

Purchase

79000

1.13

15/09/2017

79000

 

Purchase & Share split

158000

1.13

29/09/2017

5393

 

Purchase

163393

1.17

06/10/2017

2682

 

Purchase

166075

1.19

13/10/2017

3490

 

Purchase

169565

1.21

10/11/2017

320

 

Purchase

169885

1.21

17/11/2017

7337

 

Purchase

177222

1.27

24/11/2017

2439

 

Purchase

179661

1.28

01/12/2017

2970

 

Purchase

182631

1.30

08/12/2017

2471

 

Purchase

185102

1.32

15/12/2017

1453

 

Purchase

186555

1.33

26/01/2018

1900

 

Purchase

188455

1.35

02/02/2018

2944

 

Purchase

191399

1.37

09/02/2018

5635

 

Purchase

197034

1.41

16/02/2018

3199

 

Purchase

200233

1.43

23/02/2018

8013

 

Purchase

208246

1.49

At the end of the year 31.03.2018

   

208246

1.49

11. Pratibhuti Viniyog Limited-Investment A/c

 

Cumulative shareholding during the year

 

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

25000

0.36

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

25000

 

Share split

50000

0.36

At the end of the year 31.03.2018

   

50000

0.36

12.Preeta Nath

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

22515

0.32

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

22515

 

Share split

45030

0.32

At the end of the year 31.03.2018

45030

0.32

v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

Name

Designation

Shareholding at the beginning of the year 1st April 2017

Shareholding at the end of the year 31st March 2018

No. of Shares

% of total shares of the company

No. of Shares^

% of total shares of the company

1

Mr. M B Raju

Executive Chairman

503343

7.19

1160921

8.29

2

Dr. S A Dave

Independent Director

0

0

0

0

3

Mr. Umesh Shrivastava

Independent Director

3580

0.05

7160

0.05

4

Mr. J Narayanamurty

Independent Director

0

0

0

0

5

Mr. KP Singh

Independent Director

0

0

0

0

6

Mr. R Gopalakrishnan

Non-Executive Director

0

0

0

0

7

Mr. P Venugopal Raju*

Non-Executive Director

300

0

600

0

8

Ms. P Parvathi

Managing Director

19003

0.27

38006

0.27

9

Mr. R V A Narasimha Rao

Chief Financial Officer

0

0

0

0

10

Mr. S K Mishra

Company Secretary

0

0

0

0

^Post sub-division of shares. *Resigned w.e.f.04.01.2018

V. Indebtedness:

Indebtness of the Company including interest outstanding / accrued but not due for payment

       

(Rs in Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year 01.04.2017

     

(i) Principal Amount

952.66

1,125.00

-

2,077.66

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

10.86

0

-

10.86

Total ( i + ii + iii )

963.52

1,125.00

-

2,088.52

Change in Indebtedness during the financial year

     

Addition

0

350.00

-

350.00

Reduction

760.47

0

-

760.47

Net Change

-760.47

350.00

-

-410.47

Indebtedness at the end of the financial year 31.03.2018

     

(i) Principal Amount

203.04

1,475.00

-

1,678.04

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

0

0

-

0

Total ( i + ii + iii )

203.04

1,475.00

-

1,678.04

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole Time Director and / or Manager:

(Amount in Rs.)

     

Name of MD / WTD / Manager

 

SI. No.

 

Particulars of Remuneration

Mr. M B Raju - Executive Chairman

Ms. P Parvathi - Managing Director

Total Amount

1

Gross Salary-

6,000,000

9,180,000

15,180,000

 

fa)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

     
 

(b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

5,106,880

1,663,971

6,770,851

 

(c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

-

-

-

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

12,954,924

12,954,924

25,909,848

-Other, specify

-

-

-

5

Others, Please specify

-

-

-

Total (A)

24,061,804

23,798,895

47,860,699

Ceiling as

per the Act

32,387,310

32,387,310

64,774,620

B. Remuneration to other Directors:

     

(Amount in Rs.)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. P V G Raju

Mr. R Gopalakrishnan

Dr. SA Dave

Mr. U Shrivastava

Mr. J Narayanamurty

Mr. KP Singh

1.

Independent Directors

           
 

Fee for attending board committee meetings

N.A

N.A

70,000

92,500

102,500

72,500

337,500

 

Commission

N.A

N.A

166,667

166,667

166,667

166,667

666,668

 

Others, please specify

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (1)

0

0

236,667

259,167

269,167

239,167

1,004,168

2.

Other Non-Executive Directors

         
 

Fee for attending board meetings

70,000

80,000

N.A

N.A

N.A

N.A

150,000

 

Commission

166,667

166,667

N.A

N.A

N.A

N.A

333,334

 

Others

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (2)

236,667

246,667

0

0

0

0

483,334

Total (B) = (1+2)

236,667

246,667

236,667

259,167

269,167

239,167

1,487,502

Overall ceiling as per the Act

         

6,477,462

C. Remuneration to Key Managerial Personnel other than MD / Manager /WTD:

(Amount in Rs )

SI. No.

   

Name of Key Managerial Personnel

Total Amount

 

Particulars of Remuneration

Mr. RVA Narasimha Rao Chief Financial Officer (CFO)

Mr. S K Mishra Company Secretary

1

Gross Salary-

     

a)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

3,604,560

1,727,067

5,331,627

b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

NIL

NIL

NIL

c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

NIL

NIL

NIL

-Other, specify

NIL

NIL

NIL

5

Others, Please specify

NIL

NIL

NIL

 

Total

3,604,560

1,727,067

5,331,627

VII. Penalties / Punishment / Compounding offences:

There being no penalties / punishment / Compounding offences on company or directors or any other officers, hence not applicable.

Annexure III

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

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Measures are taken to reduce energy consumption by using energy-efficient equipments. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has two non-conventional power plant one is 2.025 MW capacity Wind Power Project and the other unit is a 3.75 MW Mini Hydel Project.

Disclosure of Particulars with Respect to Conservation of Energy

I)

Power and Fuel Consumption

Current Year 2017-18

Previous Year 2016-17

1.

Electricity

   
 

(a) Purchased

   
 

Unit: (KWH - Lakh)

122.75

112.79

 

Total Amount (? in Lakh)

1090.43

1018.26

 

Average rate per unit (?)

9.67

9.02

 

(b) Own Generation

   
 

(i) Through diesel generator

   
 

Units Generated (KWH - Lakh)

0.010

0.003

 

Total Amount (? in Lakh)

2.153

0.99

 

Rate per unit (?)

210.46

306.06

 

Units per Liter of Diesel Oil (?)

0.48

0.24

 

(ii) Thermal Generation (CPP)

   
 

Units Generated (KWH - Lakh)

1189.55

1079.92

 

Total Amount (? in Lakh)

5061.08

4258.67

 

Rate per unit (?)

4.25

3.94

2.

Coal (C & D Grade): Used as fuel in kiln

   
 

Quantity (Million K Cal)

925234

877416

 

Total Cost (? in Lakh)

11396.21

9545.64

 

Average Rate (Rs. / Million K Cal)

1231.71

1087.93

II)

Power and Fuel consumption per unit of production

   
 

Electricity (KWH / Tonne of Cement)

80

79

 

Coal %

17.16

14.25

B.

Technology Absorption:

 
 

a) Research & Development (R&D)

: Not Applicable

 

b) Technology Absorption, Adaption and Innovation

: Not Applicable

C. Foreign Exchange Earnings And Outgo-

a. Activities relating to exports; initiatives taken to increase exports; development of new export markets or products and services and export plans:

The Company presently has no export business on hand.

b. Total foreign exchange used and earned:

   

(Rs. in Lakh)

Particulars

Current Year 2017-18

Previous Year 2016-17

Used

17.18

4.03

Earned

NIL

NIL

Annexure IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 1. A brief outline of the Company's CSR policy:

In compliance with the requirements of Section 135 of the Companies Act, 2013 your company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated a CSR Policy indicating the areas in which activities are to be undertaken. The CSR Policy of the Company is available at http://www.deccancements.com/pdf/CSRPolicy.pdf. As per the Policy, the Company during the year has undertaken the CSR activities in areas of promoting education, preventive health care and rural development projects which have benefitted the community at large. These projects are in accordance with Schedule VII of the Companies Act, 2013.

2.

The composition of the CSR Committee:

 

Name of the Director

Category

Designation

 

Mr. K P Singh

Independent Director

Chairman

 

Mr. R Gopalakrishnan*

Non-Executive Director

Member

 

Mr. P Venugopal Raju**

Non-Executive Director

Member

 

Ms. P Parvathi

Managing Director

Member

*Inducted as a member w.e.f. 09.02.2018 **Ceasedto be a member w.e.f. 04.01.2018

3.

Average net profit of the company for the last three financial years

: Rs 5825.09 Lakh

4.

Prescribed CSR expenditure

: Rs 116.50 Lakh

5.

Details of CSR spent during the financial year:

 
 

a) Amount to be spent for the Financial Year 2017-18;

: Rs 116.50 Lakh

 

b) Amount unspent, if any

: NIL

 

c) Manner in which the amount spent during the financial year 2017-18 is detailed below:

             

(Rs in Lakh)

SI No

CSR Project or Activity identified

Sector in which the projects is covered

Projects or programmes (1) Local areas (2) State and district where projects or programs was undertaken

Amount Outlay (Budget)

Amount spent on the Projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing agency

     

DCL High School

41 86

41 86

41 86

Direct

 

Promoting education especially for children and for remote backward areas -Item No (ii) of the Schedule VII

Promoting Education

Schools of surrounding villages of our cement plant area

1 26

1 26

1 26

Direct

1

Posters & Stickers on Child Labour at Miryalguda

010

010

010

Direct

   

Districts of Telangana and Andhra Pradesh

1 43

1 43

1 43

Janahita

     

Ortho & Cardie Camp at surrounding villages

1.00

0.99

0.99

Direct

2

Promoting Health Care - Item No. (i) of the Schedule VII

Promoting Health Care including preventive health care and sanitation

Medical Camp - Gynec, Opthamalogy & General at surrounding villages

1.30

1.34

1.34

Direct

 

Ambulance Vehicle Hyderabad

15.00

15.00

15.00

L V Prasad Eye Hospital

     

Construction of Toilets in two Government Schools at Sircilla

12.00

12.00

12.00

Dist. Collector Sircilla

3

Facilities for Senior Citizens- Item No. (iii) of the Schedule VII

Facilities for Senior Citizen

Wheel Chair Ramp at Guntur Railway Station

0.50

0.48

0.48

Direct

4

Promote Rural Sports - Item No. (vii) of the Schedule VII

Promoting Rural Sports

Prizes Sponsor to Sports Meet -G.W.S.at Kalmet Thanda

0.30

0.33

0.33

Direct

5

Rural Development Projects- Item No. (x) of the Schedule VII

Rural Development projects

Providing construction material and cement for construction of houses, road and other public utilities at Janpahad Village; Palakaveedu Mandal.

36.75

36.75

36.75

Direct

     

Development activities at Suryapet District

5.00

5.00

5.00

Dist. Collector Suryapet

   

Total

 

116.50

116.54

116.54

 

6. In case the company has failed to spend the prescribed 2% of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board's report: Not Applicable

7. Responsibility Statement:

The Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Place :

Hyderabad

P Parvathi

K P Singh

Date :

29.05.2018

Managing Director

Chairman, CSR Committee

   

DIN:00016597

DIN: 02951522

Annexure V

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Designation

Ratio of remuneration

Mr. M B Raju

Executive Chairman

73.35

Mr. U Shrivastava

Independent Director

0.79

Dr. S A Dave

Independent Director

0.72

Mr. J Narayanamurty

Independent Director

0.82

Mr. K P Singh

Independent Director

0.73

Mr. R Gopalakrishnan

Non-Executive Director

0.75

Ms. P Parvathi

Managing Director

72.55

ii) The percentage increase in remuneration of each directors, chief financial officer, Company secretary, if any in the financial year.

Name of Directors / KMP

Designation

% increase in Remuneration

Mr. M B Raju

Executive Chairman

-5.27

Mr. U Shrivastava

Independent Director

N.A.

Dr. S A Dave

Independent Director

N.A.

Mr. J Narayanamurty

Independent Director

N.A.

Mr. K P Singh

Independent Director

N.A.

Mr. R Gopalakrishnan

Non-Executive Director

N.A.

Ms. P Parvathi

Managing Director

-1.10

Mr. RVANarasimha Rao

Chief Financial Officer

26.01

Mr. S K Mishra

Company Secretary

19.50

Note: The Independent Directors and Non-Executive Directors of the Company are entitled only for sitting fee and commission as per the statutory provisions and within the limits approved by the shareholders.

iii) The percentage increase in the median remuneration of Employees for the financial year: 18.15%. iv) There were 313 permanent employees as on 31st March 2018.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration:

The average increase in the remuneration of employees excluding KMPs during FY 2017-18 was 10.61 % and the average increase in the remuneration of KMPs was -1.08 %.

vi) The key parameters for any variable component of remuneration availed by the directors:

Each of the Executive Directors of the company are entitled for a commission @ 2% of the net profit of the Company. All the Non-executive Directors collectively are entitled for commission @ 1% of the net profit of the company subject to a maximum of Rs. 10 Lakh per annum.

vii) The remuneration of Directors was as per the Remuneration Policy of the Company, viii) Details of Top 10 Employees:

SI. No.

Name

Designation

Remuneration (Annual) in Rs..

Qualification & Experience

Date of Commencement of Employment

Age

Last Employment Details

1

S Venkateswarlu

Sr. Vice President (Works)

41,53,374

B. Sc, MBA & 36 Years

02-04-2012

57

Plant Head -Athi River Mining Ltd.

2

RVA Narasimha Rao

Sr. Vice President (Finance)

36,04,560

M Com, CA & 33 Years

19-08-2013

59

CFO-Maa Mahamaya Industries Ltd.

3

M Krishnam Raju

Sr. Vice President (Marketing)

28,79,987

M Com, PGDPM & 34 Years

01-02-1993

58

Sales Officer -Andhra Cements Ltd.

4

U Raghavendra Varma

General Manager (E&l)

22,23,379

B Tech (EEE) & 31 Years

17-03-2012

55

Dy. GM (Works) - NCL Industries Ltd.

5

C Ramesh Reddy

General Manager (Marketing)

16,85,077

B com, MBA, LIB & 24 Years

10-10-2008

47

Dy. Manager (Sales) - Ultra Tech Cement Ltd.

6

AVS Seshu

General Manager (Purchase)

17,31,500

BE (Mech Eng) & 25 Years

07-05-2012

50

Sr. Manager (Materials) - Vijai Electricals Ltd

7

S K Mishra

General Manager (Legal) & Company Secretary

17,27,067

B Com (Hons), LIB, PCS & 15 Years

26-07-2012

40

Company Secretary - KSK Mahanadi Power Company Ltd

8

V Shyam Prakash

Dy. General Manager (Marketing)

16,34,687

B Tech, MBA & 24 Years

05-11-2008

49

Manager (Marketing) -Zuari Cement Ltd.

9

S Nagamalleswara Rao

Asst. General Manager (P&A)

12,96,260

LIB, MA & 29 Years

17-07-2015

53

Sr. Manager (HR) -Anjani Portland Cement Ltd.

10

P Srinivasa Rao

Chief Manager (Mechanical)

13,58,396

B Tech (Mech Engg) & 23 Years

06-01-2011

50

Dy. Manager (Mechanical) -India Cements Ltd.

Note:

• All the above employees are under regular employment contract.

• None of the above employees holds any shares in the Company.

• None of the above employees is relative of any director of the company. 

BOARD'S REPORT

Dear Shareholders,

The Directors of your company are glad to present the 38th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018.

Financial Results

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

   

(Rs. in Lakh)

Particulars

2017-18

2016-17

Revenue from

   

operations

59442.25

58672.64

Other Income (net)

395.42

241.60

Total Income

59837.67

58914.24

Less:

   

Operating expenses

50918.15

48700.54

Depreciation and amortization expenses

2268.99

2172.38

Total expenses

53187.14

50872.92

Profit before Finance

   

cost and Tax

6650.53

8041.32

Less: Finance cost

566.23

683.55

Current tax

1812.86

2315.10

Deferred tax

416.51

355.60

Net Profit after Tax

3854.93

4687.07

Other comprehensive income

(44.06)

(9.96)

Total comprehensive income for the year

3810.87

4677.11

Profit brought forward from previous year

26641.19

22469.86

Profit available for Appropriation

30452.06

27146.97

Company for the current year was at Rs.3854.93 Lakh as compared to the previous year profit of Rs 4687.07 Lakh. During the year there is no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2017-18 shows that there is an increase in revenues by just 1% though the volume growth is about 9.80%. As per Ind-AS requirements VAT / GST, rebates and discounts are reduced from the Gross revenue. For the sake of better understanding of the changes that took place given below the Gross and the Net Revenue details as disclosed in the financial statements:

Results of Operations

The Company recorded satisfactory performance during the year under review. The profit aftertax of the

   

(Rs in Lakh)

Particulars

Year ended 31 March 2018

Year ended 31 March 2017

Sale of products

   

(a) Cement - Gross

   

Revenue

83,361.13

73,168.06

VAT

2,652.99

8,764.24

GST

13,729.77

-

Rebates

8,199.25

6,241.66

Cement - Net Revenue

58,779.12

58,162.16

(b) Power

   

(Net of charges for wheeling, banking)

   

Wind

93.92

182.24

Hydel

337.40

190.99

Thermal

192.40

54.04

Power - Net revenue

623.72

427.27

Other operating revenues

   

Scrap sales

39.41

83.21

Revenue (Net of Taxes and Rebates)

59,442.25

58,672.64

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs 3/-per equity share i.e. @60% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2018 will be Rs 420.23 Lakh and Rs 85.55 Lakh towards tax on dividend. The cash outflow for dividend declared for the previous year ended 31st March 2017 was also at the same amount.

Your directors have not proposed to transfer any sum to Reserves for the financial year 2017-18.

Capital Structure

During the financial year under review, the Shareholders in the 37th Annual General Meeting held on 11th August 2017 approved the sub-division of each equity share of the Company having face value of Rs 10/- each fully paid up into 2 equity shares of the face value of Rs 5/- each fully paid up share capital of the company. There was no change in the amount of authorised and paid-up share capital of the Company but the number of shares changed i.e. the authorised share capital of the Company changed from 100,00,000 (One Crore) equity shares of Rs 10/- each to 2,00,00,000 (Two Crore) equity shares of Rs 5/- each and paid-up capital of the Company changed from 70,03,750 (Seventy Lakh Three Thousand Seven Hundred Fifty) equity shares of Rs 10/- each to 1,40,07,500 (One Crore Forty Lakh Seven Thousand Five Hundred) equity shares of Rs 5/- each w.e.f 12.09.2017 (record date).

Deposits

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Management Discussion and Analysis Report

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

Corporate Governance

The Company's Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred sum of Rs 2,79,747/-, the unclaimed/unpaid dividend amount pertaining to the Financial Year 2009-10, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018. The year wise details of unpaid and unclaimed amounts lying with the Company as on 11th August 2017 (date of last Annual General Meeting) are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA) www.iepf.gov.in and also available in the Company's website http://www.deccancements. com/shareholders-information.php. Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to transfer shares against which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF As per the Ministry of Corporate Affairs General Circular No. 12/2017 dated 16.10.2017, the Company has transferred 92770 equity shares belonging to 313 shareholders as on 31.10.2017 to Demat account of IEPF Authority held with NSDL. Further the unclaimed/unpaid shares pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh continue as independent directors on the Board of the Company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as independent director during the year.

During the year Mr. P Venugopal Raju (DIN: 00016548), Non-Executive Director resigned from the Board w.e.f 4th January 2018. The Board places on record its deep sense of appreciation for the valuable services rendered by him to the Board and the Company during his tenure as Director.

Pursuant to Section 152 of the Companies Act, 2013 Mr. M B Raju, Executive Chairman (DIN: 00016652) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2017-18 under review there was no change in Key Managerial Personnel position of the Company, Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer, and Mr. S K Mishra, Company Secretary continued as the "Key Managerial Personnel" of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company's website at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013 M/s. M Anandam & Co., Chartered Accountants, Secunderabad were appointed as Statutory Auditors of the Company in the thirty seventh annual general meeting of the Company held on 11th August 2017 for a period of five years i.e. till the conclusion of the forty second annual general meeting to be held in the year 2022, subject to ratification of their appointment at every annual general meeting.

First proviso to Section 139(1) of the Companies Act, 2013 which requires yearly ratification of appointment of Statutory Auditors by the Shareholders in each Annual General Meeting has been omitted w.e.f. 7th May 2018. Accordingly the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2018-19. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Tumuluru & Company, Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

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

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2018 is annexed to this Report (Annexure II).

Board Meetings

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

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2018 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2018 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Policy on Directors' appointment and remuneration and other details

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

Particulars of loans, guarantees or investments under Section 186

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

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

The Company had not entered into any arrangement / transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arm's length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 30 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website www.deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31st March 2018 are given in Annexure III.

Internal Control Systems and its Adequacy

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management

The Company has framed a Risk Management Policy and details of policy are disclosed in the company's website www.deccancements.com. The

Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR)

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

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2017-18 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees

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

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

Prevention of Sexual Harassment Policy

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder. During the financial year ended 31st March 2018, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

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

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

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

 

For and on behalf of the Board

 

M B Raju

Place : Hyderabad

Executive Chairman

Date : 29.05.2018

DIN: 00016652

Annexure I

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Deccan Cements Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 (herein after called as Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of:

a. Foreign Direct Investment - (Not Applicable during the Audit period)

b. Overseas Direct Investment - (Not Applicable during the Audit period)

c. External Commercial Borrowings-(Not Applicable during the Audit period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable for the Audit Period)

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable for the Audit Period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008; (Not Applicable for the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable for the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable for the Audit Period)

vi. We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test- check basis, the Company has complied with the following laws applicable specifically to the Company:

a. Cement (Quality Control) Order, 2003

b. Cement Cess Rules, 1993

c. The Electricity Act, 2003

d. The Mines Act, 1952

e. Mines and Minerals (Development & Regulation) Act, 1957

f. The Forest Conservation Act, 1980

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that -

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Company has spent a sum of Rs.1,16,54,292/- towards Corporate Social Responsibility during the Financial Year 2017-18, while 2% of the average net profits of the three preceding financial years was Rs 1,16,50,182/-

 

For Tumuluru & Company

 

Company Secretaries

Place : Hyderabad

B V Saravana Kumar

Date : 29.05.2018

Partner

 

ACS No. : 26944

 

C. P. No. : 11727

Note: This report is to be read with our letter of even date by the Secretarial Auditors, which is annexed as Enclosure A and forms an integral part of this report.

Enclosure -A

To

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For Tumuluru & Company

 

Company Secretaries

 

B V Saravana Kumar

 

Partner

Place: Hyderabad

ACS No. : 26944

Date: 29.05.2018

C. P. No. : 11727

Annexure II

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I Registration and Other Details:

(i)

CIN

L26942TG1979PLC002500

(ii)

Registration Date

31.07.1979

(iii)

Name of the Company

Deccan Cements Limited

(iv)

Category / Sub-Category of the Company

Public Company - Limited by Shares

(v)

Address of the registered office and contact details

6-3-666/B, 'Deccan Chambers', Somajiguda, Hyderabad - 500 082, Telangana

(vi)

Whether listed company (Yes / No)

Yes

(vii)

Name, Address and contact details of Registrar and Transfer Agent, if any;

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad 500 032 Phone No: 040-67162222, Fax No: 040-23001153 Email id: [email protected], Website: www.karvycomputershare.com

II. Principal Business Activities of the Company:

SL No.

Name and Description of Main Products Services

NIC Code of the Product

% to total turnover of the Company

1

• Manufacturing of Cement in form of Clinker

23941

0

• Manufacturing of Portland Cement, Slag Cement and similar

23942

98.88%

2

• Generation of Electricity

35101 /35102 /35106

1.05%

III. Particulars of Holding, Subsidiary and Associate Companies: NIL

IV Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity): (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year as on 01.04.2017

No. of Shares held at the end of the year as on 31.03.2018

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

                 

(1) Indian

                 

a) Individual / HUF

741631

0

741631

10.59

1483262

0

1483262

10.59

0

b) Central Govt.

0

0

0

0

0

0

0

 

0

c) State Govt.(s)

0

0

0

0

0

0

0

 

0

d) Bodies Corp.

3169393

0

3169393

45.25

6338786

0

6338786

45.25

0

e) Banks / Fl

0

0

0

0

0

0

0

 

0

f) Any other

24273

0

24273

0.35

48546

0

48546

0.35

0

Sub-total (A) (1)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

(2) Foreign

                 

a) NRI(s) Individual (s)

0

0

0

0

0

0

0

0

0

b) Other- Individual

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

0

d) Banks/FI's

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total A (2)

0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A) =A(1) + A(2)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

B. Public Shareholding

                 

1. Institutions

                 

a) Mutual Funds

788706

2500

791206

11.30

1936708

2800

1939508

13.85

2.55

b) Banks / Fl

2316

494

2810

0.04

28

988

1016

0.01

-0.03

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govt.(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

39040

350

39390

0.56

249627

700

250327

1.79

1.22

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1)

830062

3344

833406

11.90

2186363

4488

2190851

15.64

3.74

2. Non-Institutions

                 

(a) Bodies Corp.

                 

(i) Indian

431279

5610

436889

6.24

782649

4420

787069

5.62

-0.62

(ii) Overseas

0

0

0

0

0

0

0

0

0

(b) Individuals

                 

(i) Individual shareholders holding nominal share capital upto Rs 1 Lakh

894574

226771

1121345

16.01

1558354

326541

1884895

13.46

-2.55

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh

68145

0

68145

0.97

144200

0

144200

1.03

0.06

(c) Others (specify)

                 

- Non Resident Indians

590534

0

590534

8.43

1003461

0

1003461

7.16

-1.27

- NRI Non Repatriation

10379

0

10379

0.15

21090

0

21090

0.15

0

- Clearing Members

7675

0

7675

0.11

12410

0

12410

0.09

-0.02

- Trust

0

0

0

0

0

0

0

0.00

0

- NBFCs Registered with RBI

80

0

80

0

160

0

160

0.00

0

-IEPF

0

0

0

0

92770

0

92770

0.66

0.66

Sub-total B(2)

2002666

232381

2235047

31.91

3615094

330961

3946055

28.17

-3.74

Total Public Shareholding (B) =B(1) + B(2)

2832728

235725

3068453

43.81

5801457

335449

6136906

43.81

0

C. Shares held by Custodian for GDR & ADR

0

0

0

0.00

0

0

0

0.00

0

Grand Total (A+B+C)

6768025

235725

7003750

100

13672051

335449

14007500

100

0

^Post sub-division of shares

(ii) Shareholding of Promoter (including Promoter Group):

SI No.

Shareholder's Name

Shareholding at the beginning of the year as on 01.04.2017

^Share holding at the end of the yearas on 31.03.2018

% change in share holding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1.

Melvillie Finvest Ltd

2301856

32.87

0.00

4603712

32.87

0.00

0.00

2.

Satyasai Investments & Leasing Ltd

523737

7.48

0.00

1047474

7.48

0.00

0.00

3.

Bangar Raju Manthena

503343

7.19

0.00

1160921

8.29

0.00

1.10

4.

DCL Securities Ltd

256000

3.66

0.00

512000

3.66

0.00

0.00

5.

Manthena Bangarraju HUF

154235

2.20

0.00

0

0

0.00

-2.20

6.

DCL Exim Limited

87800

1.25

0.00

175600

1.25

0.00

0.00

7.

Lakshmi Manthena

65050

0.93

0.00

284335

2.03

0.00

1.10

8.

Parvathi Penmetcha

19003

0.27

0.00

38006

0.27

0.00

0.00

9.

Anirudh Raju Penmetcha (PAC)

11423

0.16

0.00

22846

0.16

0.00

0.00

10.

Aishwarya Penmetcha (PAC)

10750

0.15

0.00

21500

0.15

0.00

0.00

11.

P Varun Raju Kumar (PAC)

1000

0.01

0.00

2000

0.01

0.00

0.00

12.

Penumatcha Venkata Ramachandra Raju (PAC)

800

0.01

0.00

1600

0.01

0.00

0.00

13.

Venugopal Raju Penmetcha (PAC)

300

0

0.00

600

0

0.00

0.00

 

Total

3935297

56.19

0.00

7870594

56.19

0.00

0.00

 

^Post sub-division of shares.

(iii) Change in Promoters' (including Promoter Group) Shareholding:

Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

7870594

56.19

   

Changes during the year

0

0.00

   

At the end of the year 31.03.2018

7870594

56.19

       

Cumulative shareholding during the year

Name: Bangar Raju Manthena

     

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

1006686

7.19

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

1160921

8.29

Name: Lakshmi Manthena

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

130100

0.93

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

     

284335

2.03

Name: Manthena Bangarraju HUF

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

 

308470

2.20

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

 

308470

*lnter-se Transfer

308470

2.20

At the end of the year 31.03.2018

     

0

0.00

*lnter-se Transfer of shares amongst the promoter and promoter group shareholders involving transfer of entire shareholding of Manthena Bangar Raju HUF (3,08,470 shares) to Bangar Raju Manthena (1,54,235 shares) and to Lakshmi Manthena (1,54,235 shares). No change in aggregate shareholding of promoter and promoter group.

iv) Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDR and ADR):

1. UTI-MID Cap Fund

Cumulative shareholding during the year

No. of Shares (post split)

% of total shares of the company

At the beginning of the year 01.04.2017

369269

5.27

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

369269

 

Share Split

738538

5.27

22/12/2017

671655

 

Purchase

1410193

10.07

22/12/2017

 

738538

Purchase

671655

4.79

At the end of the year 31.03.2018

671655

4.79

   

2. Keswani Harish

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

311990

4.45

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-315

Sale

311675

4.45

15/09/2017

311675

 

Share Split

623350

4.45

16/02/2018

 

-22365

Sale

600985

4.29

At the end of the year 31.03.2018

600985

4.29

   

3. IL and FS Trust Company Limited

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

277963

3.97

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-188

Sale

277775

3.97

19/05/2017

 

-3050

Sale

274725

3.92

26/05/2017

 

-10009

Sale

264716

3.78

02/06/2017

100

 

Purchase

264816

3.78

09/06/2017

1200

 

Purchase

266016

3.80

16/06/2017

2940

 

Purchase

268956

3.84

23/06/2017

4923

 

Purchase

273879

3.91

30/06/2017

5224

 

Purchase

279103

3.99

07/07/2017

 

-628

Sale

278475

3.98

14/07/2017

6933

 

Purchase

285408

4.08

21/07/2017

2675

 

Purchase

288083

4.11

28/07/2017

4400

 

Purchase

292483

4.18

04/08/2017

4541

 

Purchase

297024

4.24

11/08/2017

3678

 

Purchase

300702

4.29

18/08/2017

4042

 

Purchase

304744

4.35

25/08/2017

3926

 

Purchase

308670

4.41

01/09/2017

7355

 

Purchase

316025

4.51

15/09/2017

243935

 

Purchase & share split

559960

4.00

22/09/2017

2176

 

Purchase

562136

4.01

29/09/2017

 

-15000

Sale

547136

3.91

06/10/2017

1422

 

Purchase

548558

3.92

27/10/2017

7204

 

Purchase

555762

3.97

31/10/2017

3196

 

Purchase

558958

3.99

03/11/2017

1245

 

Purchase

560203

4.00

10/11/2017

754

 

Purchase

560957

4.00

17/11/2017

21658

 

Purchase

582615

4.16

24/11/2017

10123

 

Purchase

592738

4.23

01/12/2017

 

-577

Sale

592161

4.23

08/12/2017

990

 

Purchase

593151

4.23

15/12/2017

11267

 

Purchase

604418

4.31

22/12/2017

7663

 

Purchase

612081

4.37

29/12/2017

4111

 

Purchase

616192

4.40

05/01/2018

 

-10000

Sale

606192

4.33

12/01/2018

770

 

Purchase

606962

4.33

19/01/2018

4632

 

Purchase

611594

4.37

26/01/2018

772

 

Purchase

612366

4.37

02/02/2018

746

 

Purchase

613112

4.38

16/02/2018

 

-49000

Sale

564112

4.03

23/02/2018

1445

 

Purchase

565557

4.04

02/03/2018

984

 

Purchase

566541

4.04

09/03/2018

1154

 

Purchase

567695

4.05

16/03/2018

4240

 

Purchase

571935

4.08

23/03/2018

6905

 

Purchase

578840

4.13

At the end of the year 31.03.2018

   

578840

4.13

4. Ricky Ishwardas Kirpalani

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

273090

3.90

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-11470

Sale

261620

3.74

28/04/2017

214209

 

Purchase

475829

6.79

28/04/2017

 

-250000

Sale

225829

3.22

26/05/2017

 

-2363

Sale

223466

3.19

02/06/2017

 

-12291

Sale

211175

3.02

09/06/2017

 

-3939

Sale

207236

2.96

23/06/2017

 

-422

Sale

206814

2.95

07/07/2017

 

-263

Sale

206551

2.95

14/07/2017

 

-2257

Sale

204294

2.92

21/07/2017

 

-6796

Sale

197498

2.82

15/09/2017

197498

 

Share split

394996

2.82

At the end of the year 31.03.2018

   

394996

2.82

5. HSBC Infrastructure Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

228183

3.26

Date

Increase (+)

Decrease

(-)

Reason

   

16/06/2017

 

-2000

Sale

226183

3.23

23/06/2017

 

-5924

Sale

220259

3.14

15/09/2017

220259

 

Share split

440518

3.14

22/12/2017

45000

 

Purchase

485518

3.47

12/01/2018

46980

 

Purchase

532498

3.80

19/01/2018

80000

 

Purchase

612498

4.37

26/01/2018

3300

 

Purchase

615798

4.40

23/03/2018

 

-1551

Sale

614247

4.39

At the end of the year 31.03.2018

   

614247

4.39

6. IDFC Classic Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

142554

2.04

Date

Increase (+)

Decrease

(-)

Reason

   

05/05/2017

1000

 

Purchase

143554

2.05

30/06/2017

1257

 

Purchase

144811

2.07

01/09/2017

1313

 

Purchase

146124

2.09

15/09/2017

146124

 

Share split

292248

2.09

29/09/2017

118

 

Purchase

292366

2.09

06/10/2017

1119

 

Purchase

293485

2.10

13/10/2017

315

 

Purchase

293800

2.10

20/10/2017

125

 

Purchase

293925

2.10

27/10/2017

4836

 

Purchase

298761

2.13

31/10/2017

617

 

Purchase

299378

2.14

24/11/2017

14300

 

Purchase

313678

2.24

01/12/2017

28000

 

Purchase

341678

2.44

15/12/2017

1200

 

Purchase

342878

2.45

22/12/2017

 

-25467

Sale

317411

2.27

29/12/2017

 

-39430

Sale

277981

1.98

05/01/2018

39430

 

Purchase

317411

2.27

12/01/2018

1800

 

Purchase

319211

2.28

19/01/2018

 

-84007

Sale

235204

1.68

16/03/2018

20000

 

Purchase

255204

1.82

At the end of the year 31.03.2018

   

255204

1.82

7. Investor Education And Protection Fund Authority (IEPF)

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

30/11/2017

92770

 

Statutory transfer

92770

0.66

At the end of the year 31.03.2018

   

92770

0.66

8. UTIA/C India Fund Unit Scheme 1986

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

22/12/2017

66883

 

Purchase

66883

0.48

29/12/2017

3050

 

Purchase

69933

0.50

At the end of the year 31.03.2018

   

69933

0.50

   

9. L&T Mutual Fund Trustee Limited-L&T Emerging Business Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

47400

0.68

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

98020

 

Purchase & Share split

145420

1.04

22/09/2017

1565

 

Purchase

146985

1.05

29/09/2017

26162

 

Purchase

173147

1.24

06/10/2017

41

 

Purchase

173188

1.24

13/10/2017

5476

 

Purchase

178664

1.28

20/10/2017

4757

 

Purchase

183421

1.31

27/10/2017

11648

 

Purchase

195069

1.39

12/01/2018

36000

 

Purchase

231069

1.65

19/01/2018

25000

 

Purchase

256069

1.83

23/02/2018

67000

 

Purchase

323069

2.31

At the end of the year 30.03.2018

323069

2.31

   

10. Fidelity Investment Trust Fidelity Emerging Market Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

35374

0.51

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

3317

 

Purchase

38691

0.55

14/04/2017

1437

 

Purchase

40128

0.57

21/04/2017

1871

 

Purchase

41999

0.60

28/04/2017

2952

 

Purchase

44951

0.64

12/05/2017

476

 

Purchase

45427

0.65

19/05/2017

7232

 

Purchase

52659

0.75

26/05/2017

6036

 

Purchase

58695

0.84

02/06/2017

5672

 

Purchase

64367

0.92

07/07/2017

1773

 

Purchase

66140

0.94

14/07/2017

628

 

Purchase

66768

0.95

21/07/2017

740

 

Purchase

67508

0.96

28/07/2017

5515

 

Purchase

73023

1.04

25/08/2017

5977

 

Purchase

79000

1.13

15/09/2017

79000

 

Purchase & Share split

158000

1.13

29/09/2017

5393

 

Purchase

163393

1.17

06/10/2017

2682

 

Purchase

166075

1.19

13/10/2017

3490

 

Purchase

169565

1.21

10/11/2017

320

 

Purchase

169885

1.21

17/11/2017

7337

 

Purchase

177222

1.27

24/11/2017

2439

 

Purchase

179661

1.28

01/12/2017

2970

 

Purchase

182631

1.30

08/12/2017

2471

 

Purchase

185102

1.32

15/12/2017

1453

 

Purchase

186555

1.33

26/01/2018

1900

 

Purchase

188455

1.35

02/02/2018

2944

 

Purchase

191399

1.37

09/02/2018

5635

 

Purchase

197034

1.41

16/02/2018

3199

 

Purchase

200233

1.43

23/02/2018

8013

 

Purchase

208246

1.49

At the end of the year 31.03.2018

   

208246

1.49

11. Pratibhuti Viniyog Limited-Investment A/c

 

Cumulative shareholding during the year

 

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

25000

0.36

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

25000

 

Share split

50000

0.36

At the end of the year 31.03.2018

   

50000

0.36

12.Preeta Nath

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

22515

0.32

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

22515

 

Share split

45030

0.32

At the end of the year 31.03.2018

45030

0.32

v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

Name

Designation

Shareholding at the beginning of the year 1st April 2017

Shareholding at the end of the year 31st March 2018

No. of Shares

% of total shares of the company

No. of Shares^

% of total shares of the company

1

Mr. M B Raju

Executive Chairman

503343

7.19

1160921

8.29

2

Dr. S A Dave

Independent Director

0

0

0

0

3

Mr. Umesh Shrivastava

Independent Director

3580

0.05

7160

0.05

4

Mr. J Narayanamurty

Independent Director

0

0

0

0

5

Mr. KP Singh

Independent Director

0

0

0

0

6

Mr. R Gopalakrishnan

Non-Executive Director

0

0

0

0

7

Mr. P Venugopal Raju*

Non-Executive Director

300

0

600

0

8

Ms. P Parvathi

Managing Director

19003

0.27

38006

0.27

9

Mr. R V A Narasimha Rao

Chief Financial Officer

0

0

0

0

10

Mr. S K Mishra

Company Secretary

0

0

0

0

^Post sub-division of shares. *Resigned w.e.f.04.01.2018

V. Indebtedness:

Indebtness of the Company including interest outstanding / accrued but not due for payment

       

(Rs in Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year 01.04.2017

     

(i) Principal Amount

952.66

1,125.00

-

2,077.66

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

10.86

0

-

10.86

Total ( i + ii + iii )

963.52

1,125.00

-

2,088.52

Change in Indebtedness during the financial year

     

Addition

0

350.00

-

350.00

Reduction

760.47

0

-

760.47

Net Change

-760.47

350.00

-

-410.47

Indebtedness at the end of the financial year 31.03.2018

     

(i) Principal Amount

203.04

1,475.00

-

1,678.04

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

0

0

-

0

Total ( i + ii + iii )

203.04

1,475.00

-

1,678.04

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole Time Director and / or Manager:

(Amount in Rs.)

     

Name of MD / WTD / Manager

 

SI. No.

 

Particulars of Remuneration

Mr. M B Raju - Executive Chairman

Ms. P Parvathi - Managing Director

Total Amount

1

Gross Salary-

6,000,000

9,180,000

15,180,000

 

fa)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

     
 

(b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

5,106,880

1,663,971

6,770,851

 

(c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

-

-

-

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

12,954,924

12,954,924

25,909,848

-Other, specify

-

-

-

5

Others, Please specify

-

-

-

Total (A)

24,061,804

23,798,895

47,860,699

Ceiling as

per the Act

32,387,310

32,387,310

64,774,620

B. Remuneration to other Directors:

     

(Amount in Rs.)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. P V G Raju

Mr. R Gopalakrishnan

Dr. SA Dave

Mr. U Shrivastava

Mr. J Narayanamurty

Mr. KP Singh

1.

Independent Directors

           
 

Fee for attending board committee meetings

N.A

N.A

70,000

92,500

102,500

72,500

337,500

 

Commission

N.A

N.A

166,667

166,667

166,667

166,667

666,668

 

Others, please specify

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (1)

0

0

236,667

259,167

269,167

239,167

1,004,168

2.

Other Non-Executive Directors

         
 

Fee for attending board meetings

70,000

80,000

N.A

N.A

N.A

N.A

150,000

 

Commission

166,667

166,667

N.A

N.A

N.A

N.A

333,334

 

Others

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (2)

236,667

246,667

0

0

0

0

483,334

Total (B) = (1+2)

236,667

246,667

236,667

259,167

269,167

239,167

1,487,502

Overall ceiling as per the Act

         

6,477,462

C. Remuneration to Key Managerial Personnel other than MD / Manager /WTD:

(Amount in Rs )

SI. No.

   

Name of Key Managerial Personnel

Total Amount

 

Particulars of Remuneration

Mr. RVA Narasimha Rao Chief Financial Officer (CFO)

Mr. S K Mishra Company Secretary

1

Gross Salary-

     

a)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

3,604,560

1,727,067

5,331,627

b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

NIL

NIL

NIL

c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

NIL

NIL

NIL

-Other, specify

NIL

NIL

NIL

5

Others, Please specify

NIL

NIL

NIL

 

Total

3,604,560

1,727,067

5,331,627

VII. Penalties / Punishment / Compounding offences:

There being no penalties / punishment / Compounding offences on company or directors or any other officers, hence not applicable.

Annexure III

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

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Measures are taken to reduce energy consumption by using energy-efficient equipments. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has two non-conventional power plant one is 2.025 MW capacity Wind Power Project and the other unit is a 3.75 MW Mini Hydel Project.

Disclosure of Particulars with Respect to Conservation of Energy

I)

Power and Fuel Consumption

Current Year 2017-18

Previous Year 2016-17

1.

Electricity

   
 

(a) Purchased

   
 

Unit: (KWH - Lakh)

122.75

112.79

 

Total Amount (? in Lakh)

1090.43

1018.26

 

Average rate per unit (?)

9.67

9.02

 

(b) Own Generation

   
 

(i) Through diesel generator

   
 

Units Generated (KWH - Lakh)

0.010

0.003

 

Total Amount (? in Lakh)

2.153

0.99

 

Rate per unit (?)

210.46

306.06

 

Units per Liter of Diesel Oil (?)

0.48

0.24

 

(ii) Thermal Generation (CPP)

   
 

Units Generated (KWH - Lakh)

1189.55

1079.92

 

Total Amount (? in Lakh)

5061.08

4258.67

 

Rate per unit (?)

4.25

3.94

2.

Coal (C & D Grade): Used as fuel in kiln

   
 

Quantity (Million K Cal)

925234

877416

 

Total Cost (? in Lakh)

11396.21

9545.64

 

Average Rate (Rs. / Million K Cal)

1231.71

1087.93

II)

Power and Fuel consumption per unit of production

   
 

Electricity (KWH / Tonne of Cement)

80

79

 

Coal %

17.16

14.25

B.

Technology Absorption:

 
 

a) Research & Development (R&D)

: Not Applicable

 

b) Technology Absorption, Adaption and Innovation

: Not Applicable

C. Foreign Exchange Earnings And Outgo-

a. Activities relating to exports; initiatives taken to increase exports; development of new export markets or products and services and export plans:

The Company presently has no export business on hand.

b. Total foreign exchange used and earned:

   

(Rs. in Lakh)

Particulars

Current Year 2017-18

Previous Year 2016-17

Used

17.18

4.03

Earned

NIL

NIL

Annexure IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 1. A brief outline of the Company's CSR policy:

In compliance with the requirements of Section 135 of the Companies Act, 2013 your company has constituted a Corporate Social Responsibility ("CSR") Committee. The CSR Committee has formulated a CSR Policy indicating the areas in which activities are to be undertaken. The CSR Policy of the Company is available at http://www.deccancements.com/pdf/CSRPolicy.pdf. As per the Policy, the Company during the year has undertaken the CSR activities in areas of promoting education, preventive health care and rural development projects which have benefitted the community at large. These projects are in accordance with Schedule VII of the Companies Act, 2013.

2.

The composition of the CSR Committee:

 

Name of the Director

Category

Designation

 

Mr. K P Singh

Independent Director

Chairman

 

Mr. R Gopalakrishnan*

Non-Executive Director

Member

 

Mr. P Venugopal Raju**

Non-Executive Director

Member

 

Ms. P Parvathi

Managing Director

Member

*Inducted as a member w.e.f. 09.02.2018 **Ceasedto be a member w.e.f. 04.01.2018

3.

Average net profit of the company for the last three financial years

: Rs 5825.09 Lakh

4.

Prescribed CSR expenditure

: Rs 116.50 Lakh

5.

Details of CSR spent during the financial year:

 
 

a) Amount to be spent for the Financial Year 2017-18;

: Rs 116.50 Lakh

 

b) Amount unspent, if any

: NIL

 

c) Manner in which the amount spent during the financial year 2017-18 is detailed below:

             

(Rs in Lakh)

SI No

CSR Project or Activity identified

Sector in which the projects is covered

Projects or programmes (1) Local areas (2) State and district where projects or programs was undertaken

Amount Outlay (Budget)

Amount spent on the Projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing agency

     

DCL High School

41 86

41 86

41 86

Direct

 

Promoting education especially for children and for remote backward areas -Item No (ii) of the Schedule VII

Promoting Education

Schools of surrounding villages of our cement plant area

1 26

1 26

1 26

Direct

1

Posters & Stickers on Child Labour at Miryalguda

010

010

010

Direct

   

Districts of Telangana and Andhra Pradesh

1 43

1 43

1 43

Janahita

     

Ortho & Cardie Camp at surrounding villages

1.00

0.99

0.99

Direct

2

Promoting Health Care - Item No. (i) of the Schedule VII

Promoting Health Care including preventive health care and sanitation

Medical Camp - Gynec, Opthamalogy & General at surrounding villages

1.30

1.34

1.34

Direct

 

Ambulance Vehicle Hyderabad

15.00

15.00

15.00

L V Prasad Eye Hospital

     

Construction of Toilets in two Government Schools at Sircilla

12.00

12.00

12.00

Dist. Collector Sircilla

3

Facilities for Senior Citizens- Item No. (iii) of the Schedule VII

Facilities for Senior Citizen

Wheel Chair Ramp at Guntur Railway Station

0.50

0.48

0.48

Direct

4

Promote Rural Sports - Item No. (vii) of the Schedule VII

Promoting Rural Sports

Prizes Sponsor to Sports Meet -G.W.S.at Kalmet Thanda

0.30

0.33

0.33

Direct

5

Rural Development Projects- Item No. (x) of the Schedule VII

Rural Development projects

Providing construction material and cement for construction of houses, road and other public utilities at Janpahad Village; Palakaveedu Mandal.

36.75

36.75

36.75

Direct

     

Development activities at Suryapet District

5.00

5.00

5.00

Dist. Collector Suryapet

   

Total

 

116.50

116.54

116.54

 

6. In case the company has failed to spend the prescribed 2% of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board's report: Not Applicable

7. Responsibility Statement:

The Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Place :

Hyderabad

P Parvathi

K P Singh

Date :

29.05.2018

Managing Director

Chairman, CSR Committee

   

DIN:00016597

DIN: 02951522

Annexure V

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Designation

Ratio of remuneration

Mr. M B Raju

Executive Chairman

73.35

Mr. U Shrivastava

Independent Director

0.79

Dr. S A Dave

Independent Director

0.72

Mr. J Narayanamurty

Independent Director

0.82

Mr. K P Singh

Independent Director

0.73

Mr. R Gopalakrishnan

Non-Executive Director

0.75

Ms. P Parvathi

Managing Director

72.55

ii) The percentage increase in remuneration of each directors, chief financial officer, Company secretary, if any in the financial year.

Name of Directors / KMP

Designation

% increase in Remuneration

Mr. M B Raju

Executive Chairman

-5.27

Mr. U Shrivastava

Independent Director

N.A.

Dr. S A Dave

Independent Director

N.A.

Mr. J Narayanamurty

Independent Director

N.A.

Mr. K P Singh

Independent Director

N.A.

Mr. R Gopalakrishnan

Non-Executive Director

N.A.

Ms. P Parvathi

Managing Director

-1.10

Mr. RVANarasimha Rao

Chief Financial Officer

26.01

Mr. S K Mishra

Company Secretary

19.50

Note: The Independent Directors and Non-Executive Directors of the Company are entitled only for sitting fee and commission as per the statutory provisions and within the limits approved by the shareholders.

iii) The percentage increase in the median remuneration of Employees for the financial year: 18.15%. iv) There were 313 permanent employees as on 31st March 2018.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration:

The average increase in the remuneration of employees excluding KMPs during FY 2017-18 was 10.61 % and the average increase in the remuneration of KMPs was -1.08 %.

vi) The key parameters for any variable component of remuneration availed by the directors:

Each of the Executive Directors of the company are entitled for a commission @ 2% of the net profit of the Company. All the Non-executive Directors collectively are entitled for commission @ 1% of the net profit of the company subject to a maximum of Rs. 10 Lakh per annum.

vii) The remuneration of Directors was as per the Remuneration Policy of the Company, viii) Details of Top 10 Employees:

SI. No.

Name

Designation

Remuneration (Annual) in Rs..

Qualification & Experience

Date of Commencement of Employment

Age

Last Employment Details

1

S Venkateswarlu

Sr. Vice President (Works)

41,53,374

B. Sc, MBA & 36 Years

02-04-2012

57

Plant Head -Athi River Mining Ltd.

2

RVA Narasimha Rao

Sr. Vice President (Finance)

36,04,560

M Com, CA & 33 Years

19-08-2013

59

CFO-Maa Mahamaya Industries Ltd.

3

M Krishnam Raju

Sr. Vice President (Marketing)

28,79,987

M Com, PGDPM & 34 Years

01-02-1993

58

Sales Officer -Andhra Cements Ltd.

4

U Raghavendra Varma

General Manager (E&l)

22,23,379

B Tech (EEE) & 31 Years

17-03-2012

55

Dy. GM (Works) - NCL Industries Ltd.

5

C Ramesh Reddy

General Manager (Marketing)

16,85,077

B com, MBA, LIB & 24 Years

10-10-2008

47

Dy. Manager (Sales) - Ultra Tech Cement Ltd.

6

AVS Seshu

General Manager (Purchase)

17,31,500

BE (Mech Eng) & 25 Years

07-05-2012

50

Sr. Manager (Materials) - Vijai Electricals Ltd

7

S K Mishra

General Manager (Legal) & Company Secretary

17,27,067

B Com (Hons), LIB, PCS & 15 Years

26-07-2012

40

Company Secretary - KSK Mahanadi Power Company Ltd

8

V Shyam Prakash

Dy. General Manager (Marketing)

16,34,687

B Tech, MBA & 24 Years

05-11-2008

49

Manager (Marketing) -Zuari Cement Ltd.

9

S Nagamalleswara Rao

Asst. General Manager (P&A)

12,96,260

LIB, MA & 29 Years

17-07-2015

53

Sr. Manager (HR) -Anjani Portland Cement Ltd.

10

P Srinivasa Rao

Chief Manager (Mechanical)

13,58,396

B Tech (Mech Engg) & 23 Years

06-01-2011

50

Dy. Manager (Mechanical) -India Cements Ltd.

Note:

• All the above employees are under regular employment contract.

• None of the above employees holds any shares in the Company.

• None of the above employees is relative of any director of the company. 


Mar 31, 2017

Dear Shareholders,

The Directors of your company are glad to present the 37th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2017.

Financial Results

The Financial Results for the year ended 31st March 2017 are summarized below:

(Rs. in Lakh)

Particulars

2016-17

2015-16

Net Sales Other Income

55,783.17

203.10

57,906.66

148.37

Total

55,986.27

58,055.03

Profit before Depreciation and Finance Charges Less:

Depreciation

Interest and Bank Charges

10,142.76

2,147.37

670.34

11,611.98

2,033.04

1,521.65

Profit before Tax and Prior

period items

Less:

Provision for Taxation Deferred Taxation Prior year tax adjustment MAT Credit entitlement

7,325.05

2,223.17

327.79

91.93

22.46

8,057.29

1,719.51

987.32

61.30

732.91

Net Profit after Tax

4,659.70

4,556.25

Profit brought forward from previous year

21,971.07

17,835.03

Profit available for Appropriation

2,6630.77

22,391.28

Appropriations

Dividend (Final / Interim) on equity shares

420.23

350.19

Dividend Distribution Tax

85.55

70.02

Balance Retained

26,124.99

21,971.07

Results of Operations

The Company recorded very good performance during the year under review. The Net sales of the Company for the current year stood at Rs.55,783.17 Lakh as compared to previous year sales of Rs.57,906.66 Lakh and the profit after tax of the Company for the current year was at Rs.4,659.70 Lakh as compared to the previous year profit of Rs.4,556.25 Lakh. The financial performance of your company has been improving over the last few years. During the year there is no change of business.

Dividend

In consonance with the Company’s policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs.6/- per equity share i.e. @ 60% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31 st March 2017 will be Rs.420.23 Lakh and Rs.85.55 Lakh towards dividend distribution tax. The cash outflow for interim dividend declared for the previous year ended 31st March 2016 was Rs.350.19 Lakh and Rs.70.02 Lakh towards dividend distribution tax.

Your directors have not proposed to transfer any sum to reserves for the financial year 2016-17.

Capital Structure

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

The Board of Directors of your Company, at its meeting held on 19th May 2017, has approved the sub-division of each Equity Shares of the Company having face value of Rs.10/- each fully paid-up into two Equity Shares of face value of Rs.5/- each fully paid-up. The subdivision of shares is subject to approval of the shareholders in the ensuing Annual General Meeting. Consequently, the existing Clause V of the Memorandum of Association of the Company will be amended to reflect the change in face value of each equity share. Your Directors recommend the Resolutions included in the Notice of this AGM for your approval.

Deposits

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of The Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014.

Management Discussion and Analysis Report

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

Corporate Governance

The Company’s Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Bhaskara Rao & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred sum of Rs.2,77,641/-, the unclaimed/unpaid dividend amount pertaining to the Financial Year 2008-09, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2009-10 is due for transfer to IEPF on 18th September 2017. The year wise details of unpaid and unclaimed amounts lying with the Company as on 23rd September 2016 (date of last Annual General Meeting) are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA) www.iepf.gov.in and also available in the Company’s website http:// www.deccancements.com/shareholders-information. php. Shareholders are advised to check their unpaid/ unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Further Sections 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandate companies to transfer shares against which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF. The Company sent communications ‘Mandatory transfer of Deccan Cements Limited shares to IEPF dated 30th November 2016’ to all shareholders whose shares are due to be transferred to the IEPF and published requisite advertisement in the newspaper in this regard. Details of shares due for transfer to IEPF are also available on the website of the Company.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Naray-anamurty and Mr. K P Singh continue as independent directors on the Board of the Company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as independent director during the year.

Pursuant to Section 152 of the Companies Act, 2013 Mr. R Gopalakrishnan, Non-Executive Director is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

The Board of Directors of the Company had, on the recommendation of the Nomination and Remuneration Committee, at its meeting held on 10th February 2017, re-appointed Mr. M B Raju as Executive Chairman and Ms. P Parvathi as Managing Director of the Company for a period of 5 (five) years commencing from 1st April 2017 to 31st March 2022, subject to approval of shareholders. Necessary resolutions seeking approval of the members for the reappointment of Mr. M B Raju as Executive Chairman and Ms. P Parvathi as Managing Director together with the remuneration payable to them have been incorporated in the Notice of the Annual General Meeting of the Company along with brief details about them.

Pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2016-17 under review there was no change in Key Managerial Personnel position of the Company, Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer, and Mr. S K Mishra, Company Secretary continued as the “Key Managerial Personnel” of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company’s philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company’s website at www.deccancements. com.

Statutory Auditor

M/s. M Bhaskara Rao & Co., Chartered Accountants, were appointed Statutory Auditors of the Company at the thirty-forth Annual General Meeting of the Company held on 29th September 2014 to hold office from the conclusion of that Annual General Meeting till the conclusion of the thirty-seventh Annual General Meeting to be held in the year 2017. Pursuant to the provisions of Section 139 of the Companies Act, 2013 dealing with compulsory rotation of auditors, M/s. M Bhaskara Rao & Co. would vacate office as the Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and on the recommendation of the Audit Committee, it is proposed to appoint M/s. Anandam and Co., Chartered Accountants, Secunderabad (Firm Registration No. 000125S) as the Statutory Auditors of the Company to hold office from the conclusion of the 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting of the Company. Necessary resolution for the appointment of M/s. Anandam and Co., Chartered Accountants, Secunderabad as the Statutory Auditors is included in the Notice of the Annual General Meeting.

The report given by the outgoing Auditors, M/s. M Bhaskara Rao & Co., Chartered Accountants on the financial statements of the Company for the year ended 31st March 2017 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2017-18. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Tumuluru & Co., Company Secretary in Practice, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2017. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

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

Extract of Annual Return

An extract of Annual Return in Form No. MGT-9 as on 31st March 2017 is annexed to this Report (Annexure II).

Board Meetings

During the year, Five (5) meetings of the Board were convened and held. The details of the meetings of the Board are furnished in the Corporate Governance Report which forms part of this Report.

Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March 2017, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2017 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2017 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Policy on Directors’ appointment and remuneration and other details

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

Particulars of loans, guarantees or investments under Section 186

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

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

The Company had not entered into any arrangement/ transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arm’s length basis and suitable disclosures as required under AS-18 have been made in Note No. 32 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company’s website www. deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors’ Report for the year ended 31st March 2017 are given in Annexure III.

Internal Control Systems and its Adequacy

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management

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

Corporate Social Responsibility (CSR)

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

A brief outline of the Corporate Social Responsibility policy of the Company and the Annual Report on CSR activities undertaken during the year 2016-17 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees

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

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

Prevention of Sexual Harassment

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the ‘The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013’ and the Rules made thereunder. During the financial year ended 31st March 2017, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

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

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

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

For and on behalf of the Board

M B Raju

Place : Hyderabad Executive Chairman

Date : 19.05.2017 DIN: 00016652


Mar 31, 2015

Dear Shareholders,

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

Financial Results

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

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

Net Sales 43860.78 39136.88

Other Income 204.52 202.07

Total 44065.30 39338.92

Profit before Depreciation and Finance Charges 6745.77 5939.28

Less: Depreciation 1948.33 2440.09

Interest and Bank Charges 2663.19 2734.64

Profit before Tax and Prior period items 2134.25 764.55

Less: Provision for Taxation 426.97 152.94

Deferred Taxation (238.98) 136.47

Wealth Tax 15.49 15.23

MAT Credit entitlement (57.12) (42.44)

Net Profit after Tax 1987.89 502.35

Profit brought forward from previous year 16459.11 16067.65

Profit available for Appropriation 18447.00 16570.00

Appropriations

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

Proposed Dividend 175.09 84.05

Dividend Distribution Tax 35.01 14.28

Transfer to Reserve 149.61 12.56

Balance Retained 17835.03 16459.11

Results of Operations

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

Dividend

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

Capital Structure

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

Fixed Deposits

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

Management Discussion and Analysis Report

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

Corporate Governance

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

Transfer to Investor Education and Protection Fund

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

Directors and Key Managerial Personal

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

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

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

Familiarization program for Independent Directors

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

Statutory Auditor

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

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

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

Cost Auditor

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

Secretarial Auditor

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

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

Extract of Annual Return

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

Board Meetings

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

Directors' Responsibility Statement

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

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Policy on Directors' appointment and remuneration and other details

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

Particulars of loans, guarantees or investments under Section 186

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

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

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

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

Energy Conservation, Technology Absorption and Foreign Exchange

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

Risk Management

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

Corporate Social Responsibility (CSR)

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

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

Board Evaluation

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

Particulars of Employees

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

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

Prevention of Sexual Harassment Policy

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

Acknowledgement

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

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

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

For and on behalf of the Board

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


Mar 31, 2014

Dear Shareholders,

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

Financial Results

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

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

Net Sales 39082.48 49914.76

Other Income 256.47 297.57

Total 39338.95 50212.33

Profit before Depreciation and Finance Charges 5939.28 6791.98

Less: Depreciation 2440.09 2464.75

Interest and Bank Charges 2734.64 3068.52

Profit before Tax and Prior period items 764.55 1258.71

Less: Provision for Taxation 152.94 251.72

Deferred Taxation 136.47 241.29

Prior year Tax adjustments 0.00 19.15

Wealth Tax 15.23 15.23

MAT Credit entitlement (42.44) -

Net Profit after Tax 502.35 731.32

Profit brought forward from previous year 16067.65 15555.07

Profit available for Appropriation 16570.00 16286.39

Appropriations

Proposed Dividend 84.05 140.08

Dividend Tax 14.28 23.81

Transfer to Reserve 12.56 54.85

Balance Retained 16459.11 16067.65

Results of Operations

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

Dividend

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

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

Capital Structure

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

Fixed Deposits

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

Management Discussion and Analysis Report

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

Corporate Governance

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

Transfer to Investor Education and Protection Fund

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

Directors'' Responsibility Statement

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

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

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

3. the Directors have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

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

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

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

Statutory Auditors

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

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

Cost Auditors

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed in Form A and Form B to this Report.

Particulars of Employees

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

Corporate Social Responsibility

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

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

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

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

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

Acknowledgement

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

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

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

For and on behalf of the Board

Place: Hyderabad M B Raju Date: 08.08.2014 Executive Chairman


Mar 31, 2013

Dear Shareholders,

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

Financial Results

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

(Rs. in Lakhs)

Particulars 2012-13 2011-12

Net Sales 49914.76 50979.72

Other Income 297.57 348.01

Total 50212.33 51327.73

Profit before Depreciation and Interest 6791.98 11906.76

Less: Depreciation 2464.75 2468.63

Interest and Finance Charges 3068.52 4056.90

Profit before Tax and Prior period items 1258.71 5381.23

Less: Provision for Taxation 251.72 1076.56

Deferred Taxation 241.29 158.54

Prior year Taxation 19.15 36.39

Wealth Tax 15.23 15.47

MAT Credit entitlement - (682.00)

Net Profit after Tax 731.32 4776.27

Profit brought forward from previous year 15555.07 11500.63

Profit available for Appropriation 16286.39 16276.90

Appropriations

Proposed Dividend 140.08 210.11

Dividend Tax 23.81 34.09

Transfer to Reserve 54.85 477.63

Balance Retained 16067.65 15555.07

Results of Operations

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

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

Dividend

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

Transfer to Reserve

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

Capital Structure

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

Fixed Deposits

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

Management Discussion and Analysis Report

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

Corporate Governance

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

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

Transfer to Investor Education and Protection Fund

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

Information of Year-wise Unpaid/Unclaimed Dividend

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

Directors'' Responsibility Statement

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

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

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

3. the Directors have taken proper and sufficient care to the best of their knowledge for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Directors

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

Statutory Auditors

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

Cost Auditor

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed in Form A and Form B to this Report.

Particulars of Employees

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

Corporate Social Responsibility

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

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

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

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

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

Acknowledgement

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

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

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

For and on behalf of the Board

Place : Hyderabad M B Raju

Date : 21.05.2013 Executive Chairman


Mar 31, 2012

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

Financial Results:

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

April, 2011 April, 2010

Particulars March 2012 March, 2011

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

Sale Income 50979.72 33,845.03

Other Income 348.01 474.03

Total 51327.73 34,319.06

Profit before

Depreciation and Interest 11906.76 6,904.70

Less : Depreciation 2468.63 2,405.71

Interest and

Finance Charges 4056.90 3,955.97

Profit before Tax and

prior period items 5381.23 543.02

Less: Provision for

Taxation 1076.56 108.10

Deferred Taxation 158.54 233.24

Prior Year Taxation 36.39 0.00

Wealth Tax 15.47 2.37

MAT Credit

entitlement (682.00) 0

Net Profit after Tax 4776.27 199.31

Profit brought forward

from previous year 11500.63 11,409.00

Profit available for

appropriation 16276.90 11,608.31

Appropriations

Proposed Dividend 210.11 84.05

Dividend Tax 34.09 13.63

General Reserve 477.63 10.00

Balance retained 15555.07 11,500.63

Results of Operations:

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

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

Out Look for Cement:

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

Appropriations:

Dividend:

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

Transfer to Reserves:

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

Capital Structure:

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

Fixed Deposits:

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

Industrial Relations:

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

Corporate Governance:

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

Transfer to Investor Education and Protection Fund

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

Directors' Responsibility Statement:

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

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

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

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

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

Directors:

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

Statutory Auditors:

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

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

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

Energy, Technology and Foreign Exchange:

Additional information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed in terms of Section 217 (1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto which forms part of this report.

Particulars of Employees:

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

Acknowledgement:

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

for and on behalf of the Board

Place : Hyderabad M B RAJU

Date : 15.05.2012 Executive Chairman


Mar 31, 2011

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

Financial Results :

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

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

Rs. in Lacs Rs. in Lacs

Sale Income 33845.03 29621.04

Other Income 474.03 276.57

Total 34319.06 29897.61

Profit before Depreciation and Interest 6904.70 7673.39

Less : Depreciation 2405.71 2380.95

Interest & Finance Charges 3955.98 3403.37

Profit before Tax and after prior period items 543.01 1889.07

Less : Provision for Taxation 108.10 320.97

Deferred Taxation 233.24 1052.00

Prior Year Taxation 0.00 79.70

Wealth Tax 2.37 2.40

Net Profit after Tax 199.30 434.00

Profit brought forward from previous year 11409.00 11263.41

Profit available for appropriation 11608.30 11697.41

Appropriations Proposed Dividend 84.05 210.11

Dividend Tax 13.63 34.90

General Reserve 10.00 43.40

Balance retained 11500.62 11409.00

Results of Operations:

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

Out Look for the Cement:

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

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

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

Appropriations:

Dividend:

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

Transfer to Reserves:

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

Capital Structure :

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

Fixed Deposits:

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

Industrial Relations:

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

Corporate Governance:

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

Transfer to Investor Education and Protection Fund

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

Directors Responsibility Statement :

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

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

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

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

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

Directors :

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

Statutory Auditors:

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

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

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

Energy, Technology and Foreign Exchange:

Additional information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed in terms of Section 217 (1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto which forms part of this report.

Particulars of Employees:

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

Acknowledgement :

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

for and on behalf of the Board

Hyderabad M.B.Raju

Date: 30.05.2011 Executive Chairman


Mar 31, 2010

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

Financial Results :

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

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

Rs.in Lacs Rs.in Lacs

Sale Income 29,621.04 18546.68

Other Income 276.57 147.52

Total 29,897.61 18694.20

Profit before

Depreciation and Interest 7,673.39 6686.69

Less : Depreciation 2,380.95 701.14 Interest &

Finance Charges 3,403.37 457.53

Profit before Tax and

prior period items 1,889.07 5,528.02

Less : Provision for

Taxation 320.97 626.27

Deferred Taxation 1,052.00 1,447.48

Fringe Benefit Tax - 12.01

Prior Year Taxation 79.70 19.01

Wealth Tax 2.40 0.27

Net Profit after Tax 434.00 3,422.98

Profit brought forward

from previous year 11,263.41 8,428.55

Profit available for

appropriation 11697.41 11,851.53

Appropriations

Proposed Dividend 210.11 210.11

Dividend Tax 34.90 35.71

General Reserve 43.40 342.30

Balance retained 11409.00 11,263.41

Results of Operations :

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

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

Appropriations :

Dividend :

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

Transfer to Reserves :

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

Capital Structure :

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

Fixed Deposits :

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

Insurance :

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

Industrial Relations :

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

Corporate Governance :

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

Transfer to Investor Education and Protection Fund

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

Directors Responsibility Statement :

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

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

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

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

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

Directors :

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

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

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

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

Statutory Auditors :

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

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

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

Energy, Technology and Foreign Exchange :

Additional information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed in terms of Section 217 (1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto which forms part of this report.

Particulars of Employees :

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

Acknowledgement :

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

for and on behalf of the Board

M.B. Raju

Executive Chairman

Hyderabad

Date: 28th May, 2010

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