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.
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 |
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.
Your Directors do not propose to transfer any amount to reserves for the financial year ended 31st March 2023.
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.
There is no change in the capital structure during the year.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.Â
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.Â
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 Companyâs 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 (âthe Actâ) 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 Companyâs 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 Companyâs 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 âMandatory transfer of Deccan Cements Limited shares to IEPF dated 30th November 2016â 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 âKey Managerial Personnelâ 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 Companyâs philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Companyâs 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.
Directorsâ Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, relating to Directorsâ 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 Directorsâ appointment and remuneration and other details
The Companyâs policy on directorsâ 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 armâs 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 Companyâs 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 Directorsâ 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 companyâs 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 Companyâs 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 âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â 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