Directors Report of NCL Industries Ltd.
Mar 31, 2023
Your directors have pleasure in presenting their Report for the financial year ended 31st March 31, 2023. Financial Results
The Audited Financial Statements (both Standalone and Consolidated) for the year ended March 31, 2023, and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:
|
(Rs. in Lakhs) |
|||
|
2022-23 |
2021-22 |
||
|
Total Revenue |
2,33,105 |
2,26,508 |
|
|
Profit Before Tax |
8,898 |
14,495 |
|
|
Provision for Tax (including deferred tax) |
4,635 |
5,131 |
|
|
Profit for the Year After T ax |
4,263 |
9,364 |
|
|
Transfer to General Reserve |
5,000 |
5,000 |
|
|
Dividend per Equity Share (Face value of Rs.10/ each) |
3.00 |
3.00 |
|
|
Earnings per Equity Share (EPS) |
9.40 |
20.69 |
|
Performance Review & State of Company''s Affairs
Your company has posted highest revenue during the year under review. The standalone total income during the year under review is Rs. 2,33,148 Lakhs - an increase of 3% over the previous year and the consolidated total income is Rs.2,33,105 Lakhs increased by 3% over the previous year.
Cement Division registered a Gross Turnover of Rs. 1959.42 Crores which was higher by around 1% in comparison with the previous year. Higher input costs particularly coal and power resulted in lower profitability during the current year.
The year under review witnessed a 27% rise in the Turnover of the Boards Division at Rs.200.36 Crores (Previous Year Rs.157.84 Crores) and profit before tax improved by 82% to Rs.18.77 crores (Previous year Rs.10.31 crores).
The generation of hydel power during the year also registered a slight improvement by 1% at 39.51 million units compared to 38.94 million units in the previous year.
The Ready Mix Concrete Division Turnover decreased by 7% at 111.04 Crores compared to Rs.119.95 Crores in the previous year.
The Readymade Doors division registered a Turnover of Rs, 33.57 Crores compared to Rs.26.12 Crores in the previous year i.e an increase of around 29% during the year under review.
The company made a standalone profit of Rs.44.34 Crores (after tax) during the year under review compared to Rs.97.43 Crores in the previous year.
The overall profitability (PBT) fell during the year under review mainly due to the dip in the performance of the Cement Division compared with the previous year. Abnormal rise in the cost of coal and fuel and other input costs were the main factors responsible for the reduced profitability during the year. However, there is an improvement in net realization and sales of the Boards Division during the year under review.
Subsidiary Companies /Acquisitions / Joint Ventures
As reported in the previous year, Tern Distilleries (P) Limited (TDPL) the wholly owned subsidiary of the company was acquired mainly to utilize its land situated near Visakhapatnam for establishment of a new grinding unit. The approval and clearances from the Government of India to set up the unit are awaited.
The application for striking off the name of NCL Guangzheng Structures Ltd, the aborted Joint Venture Company with Quingdao Xinguangzheng Steel Structure Co Ltd, China from the Register of Companies was approved during the current year. The name of the said company has since been deleted from the Register of Companies.
Pursuant to a share purchase agreement on 12th May, 2023 with the Promoter group of Vishwamber Cements Ltd (VCL), your company has acquired 100% stake in VCL at a total consideration of Rs.16.24 Crores. With the acquisition of VCL with a mining lease of 322.06 acres of limestone mines, it becomes a wholly owned subsidiary of your company. It is intended that VCL shall merge with your company which will result in the mines becoming its captive mines.
JV Partnership with NCL Buildtek Ltd
As already reported last year, your company in consortium with NCL Buildtek Ltd has bagged an order worth Rs. 1863 Crores for supply of Pre-painted (GI) Steel Window Frame with Glazed Shutters and GI Powder Coated Door Frames to the Andhra Pradesh State Housing Corporation Ltd (APSHC). During the year under review, the receipt of actual orders from APSHC were slow and the JV Partnership Venture had effected supplies of Rs.3440.15 Lakhs worth of material under the above scheme.
The Statement containing salient features of the financials of Subsidiaries / Associate Companies / Joint Ventures Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in form AOC-1 is enclosed as
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFinancial
During the year under review, Bank of Baroda has sanctioned additional working capital credit facilities amounting to Rs.30.00 Crores.
Operations and new projects Cement Division
During the year under review, the Line-1 modernization project and expansion of Line III phase II works at Mattapalli (V) in Suryapet district in Telangana State were completed and commenced its operations w.e.f May ,2022 and December, 2022 respectively.
Your directors are pleased to propose a total dividend of 30% for the financial year 2022-23 including the interim dividend of 15% already paid to the shareholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that:
I. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.
II. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at 31st March, 2023 and of the profit of the Company for the year ended on that date.
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
IV. The Directors prepared the Annual Accounts on a going concern basis.
V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
VI. Appropriate systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)Independent Directors
During the year under review, your Company had five independent directors upto 21st September 2022, and 4 Independent Directors thereafter. As stated in the last Annual Report, the tenure of Mr. V S Raju as Independent Directors ended on 21st September 2022. The total number of Independent Directors is in conformity with the SEBI (LODR) Regulations throughout the year.
Persons from diverse fields of expertise and experience have been invited to join the Board as Independent Directors to ensure that the company gets the optimum benefit of wisdom and expertise.
Mr.Kamlesh Gandhi (Investment Banking), Dr.R.Kalidas (Technology) and Lt.General (Retd) T.A.Dcunha (Materials Management & Logistics) and Mrs.P.Sudha Reddy (woman entrepreneur) constitute the current team of Independent Directors.
Your company follows a policy of total transparency and proactive information flow to the Independent Directors, in order to avail the optimum benefit of their experience and expertise.
The Independent Directors also actively participate in the Board and Committee proceedings, and offer constructive suggestions, which are implemented by the company after deliberations in the full Board. Apart from this, the Independent Directors hold separate meetings and evaluate the performance of the Board and individual directors, Executive and Non-Executive Directors. The feedback on the evaluation of varied attributes is furnished to the company on a confidential basis.
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 and in Section 149(6) of the Act and there has been no change in their status as independent director during the year.
Mr. K Ravi, who has been at the helm as Managing Director, ceased to be a Managing Director and was appointed as Executive Vice Chairman of the Board with effect from 1st October 2022. As a part of the succession planning, Mr.K Gautam, the Joint Managing Director was elevated as Managing Director with effect from 1st October 2022.
Mr. Utkal B Goradia was appointed as Executive Director of the Company with effect from 27th September 2022.
As recommended by the Nomination & Remuneration Committee, the Board has approved the upward revision of the remuneration payable to Mr. NGVSG Prasad, Executive Director & CFO and Mrs. Roopa Bhoopatiraju Executive Director w.e.f. September 1,2023. Appropriate resolutions are being proposed at the ensuing Annual General Meeting for approval of the shareholders for the revised remuneration.
As at the end of the year under review, there were five Executive Directors namely Mr. K Ravi, Executive Vice Chairman, Mr.K.Gautam, Managing Director, Mr. Utkal B. Goradia & Mrs.Roopa Bhupatiraju Executive Directors and Mr.N.G.V.S.G.Prasad, ED & CFO.
Apart from what has been detailed in the foregoing paragraphs, there was no change in the key managerial personnel of the Company during the year under review, Mr. T. Arun Kumar is the Company Secretary & Compliance Officer and Nodal Officer under IEPF Rules.
Mr. P N Raju, Mr. Ashven Datla, and Mrs. Pooja Kalidindi are the Non Executive Directors in the Board as on the date of this Report, apart from the Independent Directors.
Mr.Ashven Datla and Mrs. Roopa Bhupatiraju retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment.
Mr. Ashven Datla in a mail addressed to the Chairman informed that he does not wish to continue as a Director upon completion of his term.
The Board at its meeting held on August 11th 2023 desired not to fill the vacancy caused by the retirement of Mr. Ashven Datla. An appropriate Resolution not fill the said vacancy is being proposed at the ensuing Annual General Meeting.
The Board places on record the valuable contribution and services rendered by Mr.Ashven Datla during his tenure as Director of the company.
Particulars of Directors whose appointment / reappointment sought are given in Annexure A-1 to this Report as part of the Report on Corporate Governance under SEBI (LODR) Regulations, 2015.
During the year under review, six Board meetings were held on 1).23rd April,2022, 2).30th May, 2022, 3).13th August,2022, 4).27th September, 2022, 5). 11th November, 2022, 6).10th February, 2023.The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
Committees of the Board
The Board has constituted various committees as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of such Committees are given in Annexure - ''A'' as a part of the report on Corporate Governance.
Plans for Orderly Succession for appointments to Board etc:
Your Directors are fully satisfied that plans are in place for orderly succession for appointments to the Board and to senior management positions.
A separate report of compliance with the provisions relating to Corporate Governance as required SEBI (LODR) Regulations, 2015 is enclosed as Annexure âA'' and forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Your company did not figure in the top 1000 listed entities based on market capitalization as on 31st March,2023. Hence the requirement to furnish BRSR is not applicable to the company.
The company has a system of constantly identifying and monitoring the risks that the company may be exposed to. A Risk Management Committee headed by Independent Director as Chairman. The Committee also includes one Executive and one Non-Executive Director. As and when required, the Committee reviews various risks and steps taken to manage the risks. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. Kindly refer Point No.39 of notes to financial statements on financial risks.
The company has not granted any loans, given any guarantees during the year under review which would be covered under section 186 of the Companies Act, 2013.
All Related Party Transactions entered during the financial year 2022-23 were in ordinary course of business and at arm''s length basis. Your Company did not enter into any Material Related Party Transactions during the year under review. Transactions entered into with the related parties are pursuant to the omnibus approval granted are reviewed and approved by the Audit Committee and the Board of Directors on quarterly basis. Pursuant to Section 134 (3) (h) of the companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the Related Party Transactions are contained in Annexure A-2 to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure âB'' to this Report.
Consolidated Financial Statement
The Consolidated Financial Statement has been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.
Litigations and Significant and Material Orders
During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts / tribunals against the company impairing its going concern status and operations in future.
However, members'' attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.
Corporate Social Responsibility (CSR) Activities
The company has a CSR Committee as prescribed by the Statute with Dr.R.Kalidas, Independent Director as Chairman. The Committee also includes one Executive and one Independent Director. Your company has in place a CSR Policy which is available at www.nclind.com. Your company''s CSR activities are focused on education, social welfare and healthcare. One CSR Committee meeting was held on 8th February, 2023 and reviewed the CSR Policy and CSR activities.
Under the provisions of Section 135 of the Companies Act, 2013 an amount of Rs.297.40 Lakhs was required to be spent on CSR activities for the financial year 2022-23. After setting off the CSR expenditure incurred during the preceding financial years, a total amount of Rs.280.79 Lakhs was spent during the year under review, leaving a balance of Rs. 13.98 Lakhs is eligible for set off against the mandatory CSR obligation for the succeeding years. The details of the CSR activities during the year under review are listed in Annexure C to this Report.
Investor Education & Protection Fund
The Company has transferred an amount of Rs.23.69 Lakhs relating to Dividends on the shares transferred to the Investor Education & Protection Fund for the financial year 2021-22.
Apart from above, the Company has also transferred unclaimed Dividend amount of Rs. 15.29 Lakhs and a total of 1,26,215 corresponding equity shares of Rs. 10/- each on which dividends were unclaimed to the Investor Education & Protection Fund A/c on completion of 7 consecutive years as required by Section 124(5) of the Companies Act, 2013 and the Rules made there under,
The details relating to Fixed Deposits are as follows:
As on 31st March 2023, Rs.7,301.03 Lakhs of Public Deposits were outstanding. The Company has repaid all the matured deposits that have been claimed, and there have been no defaults in payment of interest or repayment of principal. The details of deposits received from the directors / relatives of directors during the year under review in terms of MCA Notification No.GSR 695 (E) dated 15th September, 2015 are as under:
|
S.No |
Name of the Director / Relative of Director |
Amount (Rs.in Lakhs) |
Inter-se Relationship |
|
1 |
Mr.Kamlesh Suresh Gandhi |
35.00 |
Chairman |
|
2 |
Mrs.Sonali K Gandhi |
2.00 |
Wife of Mr.Kamlesh Suresh Gandhi |
|
3 |
Ms.Payal Sanjay Desai |
5.00 |
Daughter of Mr.Kamlesh Suresh Gandhi |
|
4 |
Mr.Vinodrai.V.Goradia |
55.00 |
Grandfather of Mr.Utkal B Goradia, ED |
|
5 |
Mrs.Roopa Bhupatiraju |
44.50 |
Executive Director, ED |
|
6 |
Mrs.Charulatha V.Goradia |
30.00 |
Grandmother of Mr.Utkal B Goradia, ED |
|
7 |
Master B.Arjun |
23.40 |
Son of Mrs. Roopa Bhupatiraju, ED |
|
8 |
Ms. Anika Bhupatiraju |
15.00 |
Daughter of Mrs. Roopa Bhupatiraju,ED |
|
9 |
Mrs.R.Rani |
30.00 |
Wife of Mr.R.Kalidas, Director |
|
10 |
Mr.R.Arun |
18.00 |
Son of Mr.R.Kalidas, Director |
|
11 |
Mrs. N.Sita Mahalakshmi |
33.00 |
Mother of Mr.N.G.V.S.G.Prasad, ED & CFO |
|
12 |
Ms.N.Suchitra Katyayani |
56.50 |
Daughter of Mr.N.G.V.S.G.Prasad, ED & CFO |
|
13 |
Lt.Gen(Retd) T A DCunha |
45.00 |
Director |
|
14 |
Mr.K.Ravi |
344.00 |
Executive Vice Chairman (EVC) |
|
15 |
Mrs.K.Sarojini |
6.00 |
Mother of Mr. K.Ravi-EVC |
The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) vide MCA Notification dated 30th June, 2016 are annexed as Annexure D to this Report.
M/s M. Bhaskara Rao & Co who have been appointed as statutory auditors for a period of five years at the last Annual General Meeting held in September 2022.They have confirmed that they are not disqualified from continuing as auditors of the company.
The Notes on the financial statements referred to in the Independent Auditor''s Report are self explanatory. The Auditor''s report does not contain any qualification, reservation, or adverse remark.
M/s S.R. and Associates Cost Accountants have been reappointed to conduct the cost audit pertaining to Cement as well as RMC of the company for the year 2022-23. They have been reappointed by the Board of Directors as Cost Auditors of the Company for the Financial Year 2023-24. The remuneration of the cost auditors is required to be ratified by the members in terms of the relevant Rules. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.
The Cost Audit Report for the financial year ended March, 31st, 2022 was duly filed with Ministry of Corporate Affairs.
M/s. A J Sharma & Associates, Company Secretaries, have been reappointed to conduct the Secretarial Audit of the Company. The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure - E to this Report. The observations of the Report do not call for any explanation as envisaged by Section 204(3) of the said Act.
Details in respect of frauds reported by auditors under Section 143(12) other than those which are reportable to Central Government
No frauds were reported by the Auditors under Sub Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.
Awards / Certifications Great Place to Work, 2023
Your Company is proud to state that âGreat Place to Workâ Organization was granted renewed certification as a âGreat Place to Workâ from October, 2023 to November, 2024 for the third time in succession. This reflects the confidence reposed by employees about the work atmosphere and the recognition accorded to them as partners in progress.
Indian Cement review Magazine conferred the award of fastest growing cement company in India (Small category) 2021 to the company
The Federation of Telangana Chamber of Commerce and Industry awarded excellence in Employee Welfare Initiatives during the year 2022-23. Also, HMA awarded CSR Award 2022-23 in the category of excellence in CSR activities undertaken by the company during the year 2022-23.
During the year under review, NCL Doors was awarded by 4M Pride of India in the category of best brand in South India.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted an Internal Complaints Committee 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 there under and had complied with provisions made under the said Act.
During the year under review, there were no references or complaints pursuant to the aforesaid Act.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars required under Section 134 (3) (M) of the Companies act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are furnished under Annexure âFâ which forms part of this Report. Your Company continues to be conscious of the need for conservation of energy, and wherever feasible, effective steps for energy conservation are taken.
There were no significant investments or developments in this regard during the year under review. The technology procured for the various operating Divisions has been fully absorbed. There was no significant expenditure in Research & Development warranting a special mention in this Report.
PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There is no proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
ONE-TIME SETTLEMENT WITH THE BANKS OR FINANCIAL INSTITUTIONS
There was no instance of onetime settlement with any Bank or Financial Institution during the year under review. Extract of Annual Return
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website www.nclind.com.
Acknowledgements
Your directors wish to place on record their appreciation of the support and co-operation extended by Axis Bank, HDFC Bank, SBI, Kotak Mahindra Bank, Bank of Baroda and Central and State Government Departments, Dealers, Stockists, Consumers and Depositors.
Your directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.
Your directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.
Mar 31, 2018
The Board recommends that the Resolution be passed.
Your Directors have pleasure in presenting their Report for the financial year ended March 31, 2018.
Financial Results
The Audited Financial Statements for the year ended March 31, 2018, and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:
(Rs. in lakhs)
|
2017-18 |
2016-17 |
|
|
Total Revenue |
1,33,998.75 |
1,16,902.06 |
|
Profit Before Tax |
7,436.91 |
6,161.42 |
|
Provision for Tax (including deferred tax) |
2,526.15 |
694.10 |
|
Profit for the year after tax |
4,910.76 |
5,467.32 |
|
Transfer to General Reserve |
4,000.00 |
1,000.00 |
Your Directors are pleased to report that the year under review marked the highest turnover achieved since its inception of your Company. The total revenue of Rs. 1,339.99 Crores represented a growth of over 15% compared to the previous year. Improvement in cement production and sales during the year under review contributed to the healthy performance. The Boards Division recorded Turnover of Rs.120.26 Crores during the year under review.
The generation of hydel power during the year increased to 18.54 million units, compared to 7.91 million units in the previous year. However, optimal generation of power could not be achieved by the Energy Division in the absence of release of adequate water during the year under review.
Profit Before Tax (Rs. 74.37 Crores) recorded a 20.7% rise over the previous year (Rs. 61.61 crores), However, higher provision for tax including deferred tax resulted in a fall in the profit after tax (PAT) from Rs. 54.69 crores to Rs.49.11 Crores.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY
Change in Capital Structure - Qualified Institutional Placement (QIP)
During the year under review, your company has successfully raised an amount of Rs. 202 crores by way of Qualified Institutional Placement (QIP), and allotted 85,00,000 Equity Shares of Rs.10/- each at a premium of Rs.227.50ps per share to Qualified Institutional Buyers. With this, the paid up share capital of the company increased to Rs. 4,523.28 Lakhs (Previous Year Rs. 3,673.28 Lakhs).
Out of the proceeds of the QIP issue, an amount of Rs.165 Crores has been utilized for redemption of the Non-Convertible Debentures (NCDs'') and the balance amount was spent towards capital expenditure of on-going projects.
Cement Division
The project for expansion of clinker capacity from 1.60 MTPA to 2.60 MTPA and cement grinding capacity from 0.96 MTPA to 1.71 MTPA at Simhapuri, Suryapet District, Telangana State was successfully completed during the year. Commercial operations of these projects commenced from 7th March, 2018.
Boards Division:
Your Company also successfully completed setting up a third Cement Particle Boards Plant of 30,000 TPA capacity at Simhapuri, Nalgonda District, Telangana State and commenced its commercial operations from 2nd December, 2017.
Ready Mix Concrete:
Apart from the enhancement of the capacity of clinker, cement and boards, one more Ready Mix Concrete unit was set up at Visakhapatnam, which commenced its commercial operations from 14th December,2017.
Readymade Doors:
An outlay of around Rs.40.00 Crores has been made for setting up Readymade Doors plant to produce 1000 doors per day at Malkapur near Hyderabad. As on the date of this report, civil works are in advanced stage of completion and erection of equipment will be taken up shortly.
Dividend
Members are aware that the directors declared and paid an interim dividend @10% per Equity Share (i.e.Rs.1/-per Equity Share of Rs.10/-each) in February, 2018. Your Directors are pleased to recommend a further dividend or Re. 1.50 per share thus bringing the final dividend for the year 2017-18 to Rs. 2.50 per share.
Financial Statements
During the financial year 2017-18, the company has adopted Indian Accounting Standards (Ind AS) as per the notification issued by the Ministry of Corporate Affairs. The company has published financial statements using Ind AS for the year ended 31st March, 2018 along with comparable figures as on 31st March, 2017 and 31st March, 2016.
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that:
1. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures.
II. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the Company for the year ended on that date.
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
IV. The Directors prepared the Annual Accounts on a going concern basis.
V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
VI. Appropriate systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)
Independent Directors
During the year under review, your Company had five independent directors as stipulated by Section 149(6) of the Companies Act, 2013, namely Mr. R. Anand, Mr. V. S. Raju, Mr. Kamlesh Gandhi, Dr. R. Kalidas and Lt. General T. A. D''Cunha (Retd). There are three Executive Directors including namely Mr. K Ravi, Managing Director, Mr.K.Gautam, Executive Director and Mr.N.G.V.S.G.Prasad (ED & CFO). There has been no change in the composition of Board during the year under review. Mr.T.Arun Kumar is the Company Secretary and Compliance officer.
The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they continue to meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, 2015.
Directors
Mr.N.G.V.S.G Prasad and Mr. P.N.Raju retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment. The necessary resolutions for the reappointment of Mr.N.G.V.S.G Prasad and Mr.P.N.Raju have been included in the Notice convening the ensuing AGM.
Particulars of Directors whose appointment / reappointment is sought are given in Annexure-A to this Report, as part of the Report on Corporate Governance under SEBI (LODR) Regulations, 2015.
BOARD MEETINGS
During the year under review, six Board meetings were held on 27th May, 2017, 14th August, 2017, 22nd September, 2017, 2nd December, 2017, 17th January, 2018 and 9th February,2018. The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
Committees of the Board
The Board has constituted various committees as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of such Committees are given in Annexure - âA'' as a part of the report on Corporate Governance.
Plans for Orderly Succession for appointments to Board etc;
Your Board of Directors is fully satisfied that plans are in place for orderly succession for appointments to the Board and to senior management positions.
CORPORATE GOVERNANCE
A separate report of compliance with the provisions relating to Corporate Governance as required SEBI (LODR) Regulations, 2015 is enclosed as Annexure âA-1â and forms part of this Report.
Risk Management
The company has a system of constantly identifying and monitoring the risks that the company may be exposed to. A Risk Management Committee constituted headed by Independent Director as Chairman. One Independent Director and two other Non-Executive Directors are members. As and when required, the Committee and its members review various risks and steps taken to manage the risks. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company.
Particulars of Loans, Guarantees, or Investments under section 186 of the Companies Act, 2013
The company has not granted any loans, given any guarantees or made any investments during the year which would be covered under section 186 of the Companies Act, 2013.
Related Party Transactions
Pursuant to Section 134 (3) (h) of the companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of the Related Party Transactions are contained in Annexure A-2 to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure âBâ to this Report.
Litigations
During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts / tribunals against the company impairing its going concern status and operations in future.
Corporate Social Responsibility (CSR) Activities
The company has constituted a CSR Committee as prescribed by the Statute with Dr.R.Kalidas, Independent Director as Chairman. The Committee also includes one Executive and one Non-Executive Director. The CSR Committee meeting was held on 8th February, 2018 and reviewed the CSR Policy and CSR activities.
Under the provisions of Section 135 of the Companies Act, 2013 an amount of Rs.99.17 Lakhs was required to be spent on CSR activities for the financial year 2017-18. Your Directors are glad to report that the CSR expenditure incurred during the year towards education and health care exceeded the mandatory requirement. The total CSR expenditure was Rs.145.55 Lakhs. The details of the CSR activities during the year under review are listed in Annexure C to this Report.
Subsidiaries
Your Company has no subsidiaries, Associates or Joint Ventures as on the date of the Report.
Investor Education & Protection Fund
The Company has transferred Rs.12.55 Lakhs relating to unpaid Dividend for the Financial Year 2009-10 to the Investor Education & Protection Fund. As required by Section 124 of the Companies Act, 2013 and the rules made there under, a total of 6,59,168 equity shares of Rs. 10/- each were transferred to the Investor Education and Protection Authority.
Fixed Deposits
The details relating to Fixed Deposits are as follows:
As on 31st March 2018, Rs.5510.43 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed, and there have been no defaults in payment of interest or repayment of principal. The details of deposits received from the directors / relatives of directors during the year under review in terms of MCA Notification No.GSR695 (E) dated 15th September, 2015 are as under:
|
S.No |
Name of the Director / Relative of Director |
Amount (Rs.in Lakhs) |
Inter-se Relationship |
|
1 |
Mr.K.Ravi |
46.50 |
Managing Director |
|
2 |
Master B.Arjun |
13.55 |
Son of Mrs. Roopa Bhupatiraju |
|
3 |
Mrs.K.Sailaja |
31.00 |
Wife of Mr.K.Ravi |
|
4 |
Mrs.K.Sarojini |
3.00 |
Mother of Mr.K.Ravi & Mr.K.Madhu (Director) |
|
5 |
Mr.R.Anand |
20.00 |
Chairman |
|
6 |
Mr.Vinodrai.V.Goradia |
10.00 |
Director |
|
7 |
Mrs.Charulatha V.Goradia |
10.00 |
Wife of Mr.V.V.Goradia |
|
8 |
Ms.N.Chaitra Sarada |
60.00 |
Daughter of Mr.N.G.V.S.G.Prasad |
Particulars of Employees
The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) vide MCA Notification dated 30th June, 2016 are annexed as Annexure D to this Report.
Auditors
M/s Venugopal & Chenoy, Chartered Accountants, have been appointed as the statutory auditors of the Company for a period of five years w.e.f 29th September, 2014 subject to ratification at ensuing Annual General Meeting.
Cost Audit
M/s S.R. and ASSOCIATES, Cost Accountants have been reappointed to conduct the cost audit pertaining to Cement as well as RMC of the company for the year 2017-18.
The Cost Audit Report for the financial year ended March, 31st, 2017 was duly filed with Ministry of Corporate Affairs on 12/09/ 2017.
Secretarial Audit
The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure-E to this Report. The observations of the Report do not call for any explanation as envisaged by Section 204(3) of the said Act.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed pursuant to the aforesaid Act.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars required under Section 134 (3) (M) of the companies Act, 2013 are furnished under Annexure - F, Which forms part of this report
Your Company continues to be conscious of the need for conservation of energy, and wherever feasible, effective steps for energy conservation are taken.
There were no significant investments or developments in this regard during the year under review.
The technology procured for the various operating Divisions has been fully absorbed.
There was no significant expenditure in Research & Development warranting a special mention in this Report.
Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure âGâ and forms part of this Report.
Acknowledgements
Your Directors wish to place on record their appreciation of the support and co-operation extended by SBI, Axis Bank, Yes Bank and Central and State Government Departments, Dealers, Stockists, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.
For and on behalf of the Board
R. ANAND
Chairman DIN: 00040325
Place: Hyderabad
Date: 10th August, 2018
Mar 31, 2017
The Directors have pleasure in presenting their Report for the financial year ended March 31, 2017.
Financial Results
The Audited Financial Statements for the year ended March 31, 2017, and the report of the Auditors thereon are being circulated with this report. The salient features of the financial results are as follows:
(Rs. in lakhs)
|
2016-17 |
2015-16 |
|
|
Total Revenue |
1,16,906.42 |
99,748.01 |
|
Profit Before Tax |
6,165.78 |
6,686.54 |
|
Provision for Tax (including deferred tax) |
692.79 |
1,378.63 |
|
Profit for the year after tax |
5,472.99 |
5,307.91 |
|
Transfer to General Reserve |
1,000.00 |
434.20 |
Your Directors are pleased to report that your company has crossed the milestone of Rs. 1,000 crores during the year under review. The total revenue of Rs. 1,169.06 crores represented a growth of over 17% compared to the previous year. Improvement in cement capacity utilization and sales during the year under review contributed to the healthy performance. The Boards Division also operated at 100% capacity and recorded a Gross Turnover of Rs.107.24 crores, a marginal improvement over the turnover of Rs. 104.31 crores achieved in the previous year.
However, for the second year in succession, the operations of the Energy Division were adversely affected by the insufficient water inflows due to bad monsoon. Consequently, the generation of hydel power during the year under review was only 7.91 million units, compared to 12.89 million units in the previous year.
Despite the sub-optimal performance of the Energy Division, your company has recorded a the profit after tax of Rs. 54.73 crores.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY
Issue of Non Convertible Debentures on Private Placement Basis
As reported last year, your company has embarked upon a programme of raising Rs. 325 crores to repay the term lenders and exit from the CDR mechanism, and also to go ahead with the capital expenditure for enhancement of capacities of the Cement and Boards Divisions. So far the company raised an amount of Rs.220.00 Crores out of Rs.325.00 Crores envisaged.
The utilization of the proceeds of the NCD Issue has been as follows:
Exit from CDR Mechanism:
An amount of Rs. 102 crores was used to repay the term loans to institutions and banks in full, and exit the CDR mechanism.
Capital Expenditure and enhancement of capacities Cement Division
An outlay of Rs. 180 crores has been made for expansion of clinker capacity from 1.60 MTPA to 2.60 MTPA and cement grinding capacity from 0.96 MTPA to 1.71 MTPA at Simhapuri, Suryapet District, Telangana. As on the date of this Report, major civil works have already been completed. Erection of Equipment is in advanced stage of completion. Trial runs are expected shortly.
Boards Division:
An outlay of Rs. 35 crores has been made for setting up a third Boards Plant of 30,000 TPA capacity at Simhapuri, Nalgonda District, Telangana. Erection of machinery has been completed and the plant is ready for its trail runs.
Your Directors expect that the expansion projects to be completed by September, 2017.
Ready Mix Concrete:
Apart from the enhancement of the capacity of clinker, cement and boards, one more Ready Mix Concrete unit was set up at Hyderabad, and commenced its commercial operations from 11th March,2017.
Dividend
Members are aware that the directors declared and paid an interim dividend @10% per Equity Share (i.e. Rs.1/-per Equity Share of Rs.10/- each) in February, 2017. Your Directors are pleased to recommend a final dividend of Rs.1.50 per share at the ensuing Annual General Meeting, thus bringing the total dividend for the year 2016-17 to Rs.2.50 per share
DIRECTORSâ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013,and on the basis of the information furnished to them by the concerned accounting professionals, your Directors confirm that :
I. All applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departures
II. The Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 and of the profit of the Company for the year ended on that date.
III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
IV. The Directors prepared the Annual Accounts on a going concern basis.
V. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
VI. Appropriate systems were devised to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)
Independent Directors
During the year under review, your Company had five independent directors as stipulated by Section 149(6) of the Companies Act, 2013, namely Mr. R Anand, Mr.M.Kanna Reddy, Mr.Kamlesh Gandhi, Dr.R.Kalidas and Lt.General T.A.Dcunha(Retd).
Mr.M.Kanna Reddy resigned from the Board on health grounds with effect from 21st September,2016. Mr.V.S.Raju has been appointed by the Board on the 11th November 2016 as Independent Director to fill the vacancy caused by the resignation of Mr.M.Kanna Reddy. In terms of Section 161(1) of the Companies Act 2013, Mr. V S Raju holds office till the date of the ensuing Annual General Meeting. A Special Resolution is being proposed for fresh appointment of Mr.V.S.Raju as an Independent Director for tenure of five years.
The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they continue to meet the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (LODR) Regulations, 2015.
Executive Directors
Mr.N.V.Suvarna resigned from the Board w.e.f 1st January, 2017 upon reaching the age of 65 years.
Mr.K.Gautam who was appointed as Executive Director for a period of 3 years w.e.f.1st August, 2014 has been reappointed by the Board for a further period of 5 years from 1st August, 2017. A resolution is being proposed at the ensuing Annual General Meeting appointing Mr.K.Gautam as Executive Director.
The Board records its profound appreciation of the contribution made by Mr. M. Kanna Reddy and Mr. N.V.Suvarna, as Independent Director and Executive Director respectively.
Mr. Ashven Datla and Mrs. Roopa Bhupatiraju retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment. The necessary resolutions for the re-appointment of Mr. Ashven Datla and Mrs.Roopa Bhupatiraju have been included in the Notice convening the ensuing AGM.
Particulars of Directors whose appointment/reappointment is sought are given in Annexure A-1 to this Report, as part of the Report on Corporate Governance under SEBI (LODR) Regulations,2015.
BOARD MEETINGS
During the year under review, five Board meetings were held on 30th May, 2016, 29th July, 2016, 20th September, 2016, 11th November, 2016, and 13th February, 2017. The maximum time gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
Committees of the Board
The Board has constituted various committees as required under the Companies Act, 2013 and SEBI (LODR) Regulations,2015. The details of such Committees are given in Annexure - A as a part of the report on Corporate Governance.
Plans for Orderly Succession for appointments to Board etc;
Your Board of Directors is fully satisfied that plans are in place for orderly succession for appointments to the Board and to senior management positions.
CORPORATE GOVERNANCE
A separate Report of compliance with the provisions relating to Corporate Governance as required SEBI (LODR) Regulations, 2015 is enclosed as Annexure âAâ and forms part of this Report.
Risk Management
The company has a system of constantly identifying and monitoring the risks that the company may be exposed to. A Risk Management Committee constituted headed by Independent Director as Chairman and three other Non Executive Directors as members. The Committee and its members reviews various risks and steps taken to manage the risks. The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company.
Particulars of Loans, Guarantees, or Investments under section 186 of the Companies Act, 2013
The company has not granted any loans, given any guarantees or made any investments during the year which would be covered under section 186 of the Companies Act, 2013.
Related Party Transactions
Pursuant to Section 134 of the companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the contracts or arrangements entered in to by the company with related parties have been at armâs length and are in the ordinary course of business. The details of the Related Party Transactions are contained in Annexure A-2 to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure âBâ to this Report.
Litigations
During the year under review, no significant or material orders were passed by any regulatory/statutory authorities or courts/tribunals against the company impairing its going concern status and operations in future.
Corporate Social Responsibility (CSR) Activities
The CSR Committee has been reconstituted w.e.f 13th February, 2017 with Dr.R.Kalidas, Independent Director as Chairman. The Committee also includes one Executive and one Non-executive Director. The CSR Committee meeting was held on 12th February, 2017 and reviewed the CSR Policy and CSR activities.
Under the provisions of Section 135 of the Companies Act, 2013 an amount of Rs.24.70 Lakhs is required to be spent on CSR activities recommended by the CSR Committee to Board for the FY 2016-17. However, your Directors are glad to report that an amount of Rs.152.93 Lakhs was spent towards CSR activities on a voluntary basis towards education and medical during the year under review. The details of the CSR activities during the year under review are listed in Annexure - C to this Report.
Subsidiaries
Your Company has no subsidiaries, Associates or Joint Ventures as on the date of the Report.
Investor Education & Protection Fund
The Company has transferred Rs.28.40 Lakhs relating to unpaid Dividend for the Financial Year 2008-09 to the Investor Education & Protection Fund.
Fixed Deposits
The details relating to Fixed Deposits are as follows:
As on 31st March 2017, Rs.4886.10 Lakhs of Public Deposits are outstanding. The Company has repaid all the matured deposits that have been claimed, and there have been no defaults in payment of interest or repayment of principal. The details of deposits received from the directors/relatives of directors during the year under review in terms of MCA Notification No.GSR695 (E) dated 15th September, 2015 are as under:
|
S.No |
Name of the Director / Relative of Director |
Amount (Rs.in Lakhs) |
Inter-se Relationship |
|
1 |
Mr.K.Ravi |
45.00 |
Managing Director |
|
2 |
Mrs.Roopa Bhupatiraju |
4.50 |
Director |
|
3 |
Master B.Arjun |
8.05 |
S/o Mrs. Roopa Bhupatiraju |
|
4 |
Ms.D.Ananya |
2.00 |
D/o Mr.Ashven Datla |
|
5 |
Ms.D.Katyayani |
1.00 |
D/o Mr.Ashven Datla |
|
6 |
Ms.K.Sailaja |
1.00 |
W/o Mr.K.Ravi |
|
7 |
Mr.R.Anand |
20.00 |
Chairman |
|
8 |
Mr.Vinodrai.V.Goradia |
10.00 |
Director |
|
9 |
Mrs.Charulatha V.Goradia |
10.00 |
W/o Mr.V.V.Goradia |
|
10 |
Ms.N.Chaitra Sarada |
23.50 |
D/o Mr.N.G.V.S.G.Prasad |
Particulars of Employees
The details of employees who have been in receipt of remuneration envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) vide MCA Notification dated 30th June, 2016 is annexed as Annexure - D to this Report.
Auditors
M/s Venugopal & Chenoy, Chartered Accountants, have been appointed as the statutory auditors of the Company for a period of five years w.e.f 29th September, 2014 subject to ratification at ensuing Annual General Meeting.
Cost Audit
M/s S.R.and ASSOCIATES, Cost Accountants have been reappointed to conduct the cost audit pertaining to Cement as well as RMC of the company for the year 2016-17.
The Cost Audit Reports for the financial year ended March, 31st, 2016 were duly filed with Ministry of Corporate Affairs on 26/08/2016.
Secretarial Audit
The Secretarial Audit Report pursuant to the provisions of Section 204 of the Companies Act, 2013 is attached as Annexure - E to this Report. The observations of the Report are self contained, and do not call for any explanation as envisaged by Section 204(3) of the said Act.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed pursuant to the aforesaid Act.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Your Company continues to be conscious of the need for conservation of energy, and wherever feasible, effective steps for energy conservation are taken.
There were no significant investments or developments in this regard during the year under review.
The technology procured for the fields of operation has been fully absorbed.
There was no significant expenditure in Research & Development warranting a special mention in this Report.
The details of Foreign Exchange Earnings and outgo are as follows:
Earnings : Rs. 56.26 Lakhs
Outgo : Rs. 1361.92 Lakhs
Extract of Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure âFâ and forms part of this Report.
Acknowledgements
Your Directors wish to place on record their appreciation of the support and co-operation extended by SBI, Axis Bank, IDBI Bank and Central and State Government Departments, Dealers, Stockists, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent co-operation received from the team of dedicated executives and employees who have contributed handsomely to the operations of the company.
For and on behalf of the Board
R. ANAND
Chairman
DIN : 00040325
Place: Hyderabad
Date: 14th August, 2017
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Report for the
financial year ended March 31, 2015.
Financial Results
The Audited Balance Sheet of your Company as at March 31, 2015, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial results are as follows:
(Rs. in lakhs)
2014-15 2013-14
Gross Income 79643.09 61,220.69
Profit (Loss) for the Year
Before Tax 1233.72 (3766.88)
Provision for Tax & Deferred Tax 343.71 313.30
Net Profit (Loss) 890.01 (4080.18)
Transfer to General Reserve Nil Nil
Your Directors are pleased to report that after two years of
disappointing performance, the company has made a modest net profit of
Rs 890.01 lakhs during the year under review. This was mainly because
there has been a turnaround in the cement industry in the region from
the last Quarter of the year under review.
The Boards Division and Energy Division also recorded a satisfactory
performance, and contributed to the turnaround.
Your Directors are further pleased to report that the improved
performance of the company continued during the current financial year.
Your Company has been able to clear all the arrear dues to the lenders,
and also wipe out most of the accumulated losses.
If the trend continues, your Directors are optimistic about the future
prospects, with the indications of accelerated investment in the
infrastructure sector.
Material changes and commitments if any affecting Financial position of
the company
There are no adverse material changes or commitments occurring after
31st March, 2015 which may affect the financial position of the company
or may require disclosure.
Dividend
Members will appreciate that with the CDR mechanism still in place,
most of the surpluses had to be used for clearing the arrear
liabilities to lenders, and wiping out the previous years' losses.
Hence your Directors regret that they are unable to recommend any
dividends for the year under review.
Corporate Debt Re-structure
As reported in the last annual report, Corporate Debt Re-structure
proposal of the company with the lenders to ease the pressure on
resources was sanctioned by the lenders and implemented. Payments to
Institutions/banks are as per schedule and paid up to date.
Preferential Allotment
Clearance was received from SEBI for the preferential allotment of
shares to the Promoters to comply with the CDR stipulations which was
approved by the shareholders on 2nd April 2014 The shares were
accordingly allotted to the Promoters on 26th May 2015 subject to the
lock-in provisions as per SEBI (ICDR) Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3)(c) of the
Companies Act, 2013, and on the basis of the information furnished to
them by the concerned accounting professionals, your Directors confirm
that
I. All applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures
II. The Directors selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2015 and of the profit of the Company for
the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. The Directors prepared the Annual Accounts on a going concern
basis.
V Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
VI Appropriate systems devised to ensure compliance with the provisions
of all applicable laws were in place and were adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONS(KMP) Independent Directors
The Company has three Independent Directors who meet the criteria
stipulated by Section 149(6) of the Companies Act, 2013, namely Mr. R
Anand, Mr. M. Kanna Reddy and Mr. Kamlesh Gandhi. Out of them,
Mr.M.Kanna Reddy is due to retire by rotation at the ensuing Annual
General Meeting. A separate Resolution under Special Business is being
proposed for reappointment of Mr. M.Kanna Reddy as an Independent
Director for a fresh tenure of five years. Your Board recommends the
reappointment of Mr. M.Kanna Reddy as an Independent Director.
In the Board meeting held on 11th August, 2015, Lt.General Trevor
Aloysius DCunha, PVSM (Retd) and Dr.Kalidas Raghavapudi have been
appointed as Independent Directors. Separate resolutions are being
proposed at the ensuing Annual General Meeting to appoint Lt.General
Trevor Aloysius DCunha and Dr.Kalidas Raghavapudi as Independent
Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they continue to meet with the
criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013 and under Clause 49 of the Listing
Agreement with the Stock Exchanges.
Executive Directors
At its meeting held on 30 May 2015, the Board appointed Mr. N.V.Suvarna
as an Additional Director and Executive Director. A resolution is being
proposed at the ensuing Annual General Meeting appointing
Mr.N.V.Suvarna as a Director and Executive Director.
Mr.P.N.Raju resigned as Executive Director of the company w.e.f. 2nd
July, 2015 due to his other preoccupations. However, he continues as a
Non Executive Director.
The board records its profound appreciation of the contribution made by
Mr.P.N.Raju as an Executive Director of the company.
Mr. P.N.Raju retires by rotation at the ensuing Annual General Meeting,
and is eligible for reappointment. The necessary resolution for the
re-appointment of Mr.P.N.Raju has been included in the Notice convening
the ensuing AGM.
Particulars of Directors whose appointment/ reappointment is sought are
given in Annexure A-I to this Report, as part of the Report on
Corporate Governance under Clause 49 of the Listing Agreement.
BOARD MEETINGS
During the year under review, five board meetings were held on 30th
May, 2014, 14th August, 2014, 29th September, 2014, 14th November,
2014, and 31st January, 2015.The maximum time-gap between any two
consecutive meetings was within the period prescribed under the
Companies Act, 2013.
Committees of the Board
The Board has constituted various committees as required under the
Companies Act, 2013 and Clause 49 of the Listing Agreement with the
Stock Exchanges. The details of such Committees are given in Annexure
- A as a part of the report on Corporate Governance.
Key Managerial Personnel
During the year under review, Mr.N.G.V.S.G. Prasad President (F&A)
resigned from the company with effect from the close of business hours
of 31st March, 2015. The Board of Directors at its meeting held on
31st January, 2015 appointed Mr.N.Krishnan as President & CFO.
Plans for Orderly Succession for appointments to Board etc
Your Board of Directors is fully satisfied that plans are in place for
orderly succession for appointments to the Board and to senior
management positions.
CORPORATE GOVERNANCE
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure-A to which forms part
of this Report.
Risk Management
The company has a system of constantly identifying and monitoring the
risks that the company may be exposed to. A Risk Management Committee
headed by Executive Director along with other technical and non
technical executives periodically reports to the Board about the risks
identified and steps taken to manage the risks. The Board is of the
opinion that there are no elements of risks that may threaten the
existence of the Company.
Particulars of Loans , Guarantees, or Investments under section 186 of
the Companies Act, 2013
The company has not granted any loans, given any guarantees or made any
investments during the year which would be covered under section 186 of
the Companies Act,2013.
Related Party Transactions
Pursuant to Section 134 of the Companies Act,2013 read with Rule 8(2)
of the Companies (Accounts)Rules,2014, the particulars of contracts or
arrangements entered in to by the company with related parties have
been done at arm's length and are in the ordinary course of business.
The details of the Related Party Transactions are contained in the
Audited Financial Statements (See Note 2.31b in Notes on Account)
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure-B to
this Report.
Litigations
During the year under review, no significant or material orders were
passed by any regulatory/statutory authorities or courts/tribunals
against the company imparting its going concern status and operations
in future.
Corporate Social Responsibility (CSR) Activities
In view of the losses in the previous years, the provisions of Section
135 of the Companies Act, 2013 were not applicable to the company.
However, your Directors are glad to report that even before the
provisions were introduced in the Statute, your company has been
engaged in CSR activities on a voluntary basis. The details of the CSR
activities during the year under review are listed in Annexure-C to
this Report.
The company will comply with the provisions relating to CSR as and when
they become applicable to it.
Subsidiaries
Your Company has no subsidiaries, Associates or Joint Ventures as on
the date of the Report.
Investor Education & Protection Fund
The Company has transferred Rs.20.71 Lakhs relating to unpaid Dividend
for the Financial Year 2006-07 (Final dividend) to the Investor
Education & Protection Fund.
Fixed Deposits
The details relating to Fixed Deposits are as follows:
As on 31st March 2015, Rs 3129.66 Lakhs of Public Deposits are
outstanding. The Company has repaid all the matured deposits that have
been claimed, and there have been no defaults in payment of interest or
repayment of principal.
Particulars of Employees
The details of employees who have been in receipt of the remuneration
envisaged by Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial personnel) is
annexed as Annexure-D to this Report.
Auditors
M/s Venugopal & Chenoy, Chartered Accountants, have been appointed as
the statutory auditors of the Company for a period of five years w.e.f
29th September,2014 subject to ratification at ensuing Annual General
Meeting.
Cost Audit
Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company
has been re-appointed to conduct the cost audit pertaining to the
Cement Division as well as the RMC Division of the company for the year
2015-16.
The due date for filing the cost audit reports in XBRL mode for the
financial year ended March, 31st,2014 was 27th September,2014.and the
Cost audit reports were filed with Ministry of corporate Affairs on
19th September,2014.
Secretarial Audit
The Secretarial Audit Report pursuant to the provisions of Section 204
of the Companies Act, 2013 and the response of the Board to the
observations made therein are attached as Annexure-E to this Report.
Disclosure under the sexual harassment of women at work place
(Prevention , Prohibition and Redressal ) Act, 2013.
During the year under review, there were no cases filed pursuant to the
aforesaid Act.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Your Company continues to be conscious of the need for conservation of
energy, and wherever feasible, effective steps for energy conservation
are taken.
There were no significant investments or developments in this regard
during the year under review.
The technology procured for the fields of operation has been fully
absorbed.
There was no significant expenditure in Research & Development
warranting a special mention in this Report.
The details of Foreign Exchange Earnings and outgo are as follows:
Earnings : Rs. 266.83 Lakhs
Outgo : Rs. 110.39 Lakhs
Extract of Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and
rules framed there under, the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure-F to which is forms part of this
Report.
Acknowledgements
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiests, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
R. ANAND
Chairman
Place: Hyderabad
11th August, 2015
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting their Report for the
financial year ended March 31, 2014.
Financial Results
The Audited Balance Sheet of your Company as at March 31, 2014, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial results are as follows:
(Rs. in lakhs)
2013-14 2012 - 2013
Gross Income 61220.69 63144.76
Profit (Loss) for the
Year -Before Tax (3766.88) (901.53)
Provision for Tax &
Deferred Tax 313.30 252.94
Net Profit (Loss) (4080.18) (1154.47)
Profit brought forward
from Previous Year 237.32 1800.54
Profit available for
Appropriation (3842.86) 646.07
Appropriations
Provision for Dividend &
Dividend Tax (408.75) 408.75
Transfer to General Reserve - -
Balance carried forward (3434.17) 237.32
* The Financial year 2013-14 has been one of the most difficult and
challenging years for your company in recent times. Members are aware
that the the cement industry in general, and units located in Andhra
Pradesh/Telangana in particular were badly affected by several factors
including increased cost of inputs, irregular power supply, reduced
demand due to slow down of infrastructure projects, etc. Your company
was no exception to this general phenomenon.
* Though there was an improved performance in the the Boards Division
and Energy Division, their contribution to the overall revenues being
relatively small, the adverse performance of these Divisions was not
adequate to neutralize the adverse performance of the Cement Division.
* The gross revenue of the company witnessed a fall from Rs. 631.45
crores in the previous year to Rs. 612.21 crores in the year under
review. The net losses also increased from Rs. 11.54 cores in the
previous year to Rs. 40.80 crores.
Dividend
In the absence of profits, the Directors regret their inability to
recommend any dividend for the year under review.
Corporate Debt Re-structuring
As reported in the last annual report, Corporate Debt restructure
proposal of the company with the lenders to ease the pressure on
resources was sanctioned by the lenders and implemented.
Preferential Allotment
To comply with the approved CDR package which required promoters
contribution of Rs 3.95 Crores, Shareholders at the EGM held on 2nd
April,2014 have approved to make a preferential issue of 17,95,455
Equity shares at a premium of Rs.12/- per share. The amounts payable in
respect of the shares have been received and deployed in implementation
of the CDR package. The shares will be allotted upon approval of SEBI
under ICDR Regulations.
Investor Education & Protection Fund
The Company has transferred Rs.6.48 Lakhs relating to unpaid Dividend
for the Financial Year 2005-06 (Final dividend) to the investor
Education & Protection Fund.
Fixed Deposits
As on 31st March 2014, Rs 3184.43 Lakhs of Public Deposits are
outstanding. The Company has repaid all the matured deposits that have
been claimed.
Auditors
M/s Venugopal & Chenoy, Chartered Accountants, the auditors of the
Company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for re-appointment.
Cost Audit
Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company
has been re-appointed to conduct the cost audit pertaining t< the
Cement Division as well as the Energy Division of the company for the
year 2014-2015.
The due date for filing the cost audit reports in XBRL mode for the
financial year ended March, 31st,2013 was 30th September,2013.and the
Cost audit reports were filed with Ministry of corporate Affairs on
25/09/ 2013.
Directors
The Company has three independent directors who meet the criteria
stipulated by Section 149(6) of the Companies Act, 2013., namely Mr. R
Anand, Mr M Kanna Reddy and Mr. Kamlesh Gandhi. Out of them, Mr.
Kamlesh Gandhi is due to retire by rotation at the ensuing Annual
General Meeting. A separate Resolution under Special Business is being
proposed for reappointment of Mr. Kamlesh Gandhi as an Independent
Director for a fresh tenure of five years. Your Board recommends the
reappointment of Mr. Kamlesh Gandhi as an Independent Director
Woman Director
In terms of the proviso to Section 149 (1) of the Companies Act, 2013
the Board, at its meeting held on 30 May 2014, has appointed Mrs. Roopa
Bhupatiraju (nee Kalidindi) as an Additional Director A resolution is
being proposed at the ensuing Annual General Meeting appointing Mrs.
Roopa Bhupatiraju as a Director.
Mr. Ashven Datla retires by rotation at the ensuing Annual General
Meeting, and is eligible for reappointment.
Corporate Governance
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure ''A'' to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure ''B''
to this Report.
Director''s Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
I. That all applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures
II. That the Directors selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2014 and of the loss of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors prepared the Annual Accounts on a going concern
basis.
Particulars of Employees
The details of employees who have been in receipt of the remuneration
envisaged by Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is annexed
as Annexure ÂD'' to this Report.
Additional Information
The information required to be disclosed in terms of Sec.217 (1) (e) of
the Companies Act, 1956 relating to conservation of energy, technology
absorption and foreign exchange etc., is furnished in Form A & B and
forms part of this report.
Acknowledgements
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiest, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
Place: Hyderabad R.ANAND
Date: 14.08.2014 CHAIRMAN
Mar 31, 2013
The Directors have pleasure in presenting their Report for the
financial year ended March 31, 2013.
Financial Results
The Audited Balance Sheet of your Company as at March 31, 2013, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial results are as follows:
Rs. in Lakhs
2012 Â 2013 2011Â 2012
Gross Income 63144.76 76230.68
Profit (Loss) for the Year
Before Tax (901.53) 6361.20
Provision for Tax 252.94 1935.72
Net Profit (Loss) (1154.47) 4425.48
Profit brought forward from
Previous Year 1800.54 1187.16
Profit available for Appropriation 646.07 5612.64
- The Financial year 2012-13 has turned out to be one of the most
challenging in recent times for the cement industry, particularly in
Andhra Pradesh. Cement units in the State were badly affected by a
combination of factors such as creation of excess capacity coupled with
a fall in demand, recession in the infrastructure sector and slow-down
of construction activity, frequent power-cuts, steep rise in the cost
of key inputs like power and coal, coupled with fall in the market
prices. Your company was also affected by this general scenario. During
the year under review, there has been 17% drop in the gross income and
126 % in the Net Profit compared to the previous year.
- The Boards Division improved its performance during the year due to
improved sales volumes and realizations compared to the previous year
2011-12.
- Energy division could generate 22.70 Million Units of power as
against 32.37 Million Units in the previous year mainly due to
shortfall of rains in the catchment areas.
Dividend
Though your Company incurred losses for the year under review, in order
to maintain the uninterrupted track record relating to declaration and
payment of dividend since FY 2000-01, your Directors made a provision
for dividend of 10% from the accumulated profits of the previous years,
while approving the accounts. This was done with the hope that the
market prices would improve and the cash flows would ease during the
first Quarter of the current year. Further, any payment of dividend is
subject to the approval of the lenders as per the loan agreement.
Unfortunately, there was no upturn in the market prices, nor was the
approval of the lenders forthcoming for the payment of dividend.
Your Directors therefore have to regretfully skip the payment of any
dividend for the year under review.
The Provisions for Dividend made in the accounts will be written back
in the accounts of the current year. Corporate Debt Restructuring
In view of the resource crunch occasioned by the absence of profit, the
ability of your company to meet its interest and repayment obligations
to the lenders has been severely impacted. Your Company has approached
the lenders for sanction of a Corporate Debt Restructuring to ease the
pressure on resources. The proposal is under active consideration of
the lenders. Investor Education & Protection Fund
The Company has transferred Rs24.58 Lakhs relating to unpaid Dividend
for the Financial Years2004-05, 2005-06 (interim dividend) and an
amount of Rs 1.54 Lakhs relating to unpaid Rights issue refund A/c
(Financial year 2005-06) to the Investor Education & Protection Fund.
Fixed Deposits
As on 31st March 2013, Rs 3395.93 Lakhs of Public Deposits are
outstanding. The Company has repaid all the matured deposits that have
been claimed.
Auditors
M/s Venugopal & Chenoy, Chartered Accountants, the existing auditors of
the Company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for re-appointment.
Cost Audit
Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company
has been re-appointed to conduct the cost audit pertaining to the
Cement Division as well as the Energy Division of the company for the
financial year 2013-2014.
The due date for filing the cost audit reports in XBRL mode for the
financial year ended March 31st, 2012 was February 28th, 2013 and the
Cost audit reports were filed with Ministry of Corporate Affairs on
05/01/ 2013.
Directors
Mr. K.Madhu, Mr. Vinodrai.V.Goradia and Mr. R.Anand retire by rotation
at the ensuing Annual General Meeting and are eligible for
re-appointment.
Necessary resolutions for the re-appointment of the aforesaid Directors
have been included in the notice convening the Annual General Meeting.
Corporate Social Responsibility
Your Company is conscious that it is an integral part of the society at
large, and it has a responsibility to contribute to the general welfare
of the society to which it belongs. Right from its inception, your
company has been actively engaged in efforts to improve the quality of
life in the contiguous localities. The focus of your Company has mainly
been in the fields of education and training, and the health needs of
the society surrounding its plant locations.
In view of the resource crunch, your company has not been able to take
any fresh CSR initiatives. However, the on-going CSR activities are
being sustained. The activities are briefly summarized below:
Education and Training
Your Company''s plant in Mattapalli is located in a class ''C'' backward
area in Andhra Pradesh. With a view to bring quality education
accessible to the villages, your company is running an English Medium
School to impart education from LKG to Class X. Established in the year
1991, this school caters to the educational needs of all nearby
villages mostly inhabited by tribals by providing free education to
around 600 tribal children to attend school. Your Company is providing
digitalized class rooms in English medium with an intention to bring
village tribal children to face competitive world with self confidence
after school.
This school has the distinction of having achieved 100% success rate in
10th Class Public Examination conducted by A.P. State Board of
Secondary Education consistently for the past four years and achieved
ranks since 2001-02.To encourage and facilitate regular attendance,
your Company has also been providing free transportation to school
children over a radius of 10 kilometers.
With a view to equip basic skill sets and improve the prospects of
employment on completion of the basic education, your company also
provides training for at the plant site for two years to children of
employees. Your Company believes that such training instills a sense of
confidence among the children and enables them to embark upon a career
on a sure footing.
Medical & Health
Your Company has established a full-fledged health centre, with eight-
bedded hospital for the benefit of the employees as well as inmates of
the surrounding villages. Fully qualified medical staff with life
saving medicines at free of cost to villagers is available at the
Health Centre round the clock to cater to emergencies. On an average
around 2000 outpatients are utilizing this health center each month.
Specialists from various faculties visit the hospital every week to
provide Medicare to the patients. In addition specialist doctors from
super specialty hospitals from Hyderabad visit the hospital once in a
month.
In addition, your Company organizes several medical and health camps
each year in surrounding villages to provide health care and to improve
the awareness of health and sanitation among villagers. NCL is also
conducting blood donation camps on special occasions like annual day,
world health day etc. NCL engaged child specialist and gynecologists on
retainer basis to visit the health center to provide free consultation
for the benefit of villagers. Best doctor award in Nalgonda district
given to NCL Health center.
Environment
A plantation drive was undertaken in and around NCL plant locations to
convert areas in to green zones. NCL constructed sewage treatment
plants in the nearby villages of Mattampalli mandal for reuse of waste
domestic water for plantation and farm needs. Besides providing clean
drinking water to staff quarters located in plant areas, a separate
Sewage Treatment Plant (STP) was set up near the plant area located at
Mattapalli village to treat the sewage water coming out from staff
quarters and use the recycled water to plantation areas to grow it as
lush greenery and to balance ecology and environment. Purified drinking
water is supplying to remote areas near by villages/ thandas during
summer season.
Corporate Governance
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure ''A'' to this Report.
Management Discussion and Analysis Report
The Management Discussion & Analysis Report is annexed as Annexure ''B''
to this Report.
Director''s Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
I. That all applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures
II. That the Directors selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2013 and of the loss of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors prepared the Annual Accounts on a going concern
basis.
Particulars of Employees
The details of employees who have been in receipt of the remuneration
envisaged by Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is annexed
as Annexure ''C'' to this Report.
Additional Information
The information required to be disclosed in terms of Sec.217 (1) (e) of
the Companies Act, 1956 relating to conservation of energy, technology
absorption and foreign exchange etc., is furnished in Form A & B and
forms part of this report.
Acknowledgements
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiest, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
R. ANAND
Chairman
Place: Hyderabad
Date : 14th August, 2013
Mar 31, 2012
The Directors have pleasure in presenting their Report for the
financial year ended March 31, 2012.
Financial Results
The Audited Balance Sheet of your Company as at March 31, 2012, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial results are as follows:
Rs. in Lakhs
2011 - 2012 2010 - 2011
Gross Income 76230.68 56566.20
Profit Before Tax 6361.20 2860.79
Provision for Tax 1935.72 519.50
Net Profit 4425.48 2341.29
Profit brought forward 1187.16 1153.60
from Previous Year
Profit available 5612.64 3494.89
for Appropriation Appropriations
Provision for Dividend
& Dividend Tax 812.10 607.73
Transfer to General Reserve 3000.00 1700.00
Balance carried forward 1800.54 1187.16
The Financial year 2011-12 turned out as another remarkable year for
the company with highest ever turnover and net profit. During the year
under review, there has been an increase of 35 % in the gross income,
and 89 % in the Net Profit compared to the previous year. The
substantial increase in turnover and profits compared to the previous
year was mainly due to overall increase in the realization in Cement,
and Boards Divisions.
Out of the profits, the Directors propose a transfer of an amount of
Rs. 3000 lakhs to the General Reserve.
Dividend
In view of the improved profitability, your Directors are pleased to
recommend a higher dividend of 20%, compared to the 15% dividend paid
in the previous year. If approved, the dividend payout for the year
2011-12 will be Rs.2.00/- per share absorbing a sum of Rs 812.10 lakhs
including the dividend tax (Rs.607.73 lakhs in the previous year), the
dividend being free from income tax in the hands of the shareholders.
Expansion/Diversification Plans
During the year under review, the company has entered the ready-mix
concrete segment and successfully launched two units at Hyderabad and
Visakhapatnam in Andhra Pradesh. The operations of the Units are very
encouraging, and your directors are confident that this segment will
generate sizable revenues in future. Your directors are planning to set
up two more units in the current financial year (2012-13).
As reported earlier, implementation of a 30 MW thermal power plant to
cater to the needs of the power requirements of the company is still
under clearances stage. The project cost is expected to be around
Rs.150 Crores.
Investor Education & Protection Fund
The Company has transferred Rs.5.56 lakhs relating to unpaid Dividend
for the Financial Year 2003-04 to the Investor Education & Protection
Fund.
Fixed Deposits
As on 31st March 2012, Rs 2,887.03 lakhs of Public Deposits are
outstanding. The Company has repaid all the matured deposits that have
been claimed.
Auditors
Mr.P.V.Ratnam, Chartered Accountant, the existing auditor of the
Company retires at the conclusion of this Annual General Meeting. The
Company has received a communication from the retiring auditor
expressing his inability to accept his reappointment.
It is therefore proposed to appoint M/s Venugopal & Chenoy, one of the
leading firms of Chartered Accountants in Hyderabad as Auditors of the
Company. As required by Section 225 of the Companies Act, 1956, a
notice has been received from a member signifying his intention to
propose a Resolution at the next Annual General Meeting, appointing M/s
Venugopal & Chenoy, Chartered Accountants as Auditors of the Company.
Your directors recommend that the Resolution be passed. Cost Auditors
Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company
has been re-appointed to conduct the cost audit pertaining to the
Cement Division as well as the Energy Division of the company for the
year 2012-2013.
Directors
Mr. P.S.Reddy, Director resigned from the board w.e.f 18th
October,2011. Your board wishes to place on record its appreciation of
the valuable contribution made by Mr.P.S.Reddy during his tenure on the
board of the company.
Mr. K.Gautam, Mr. P.N.Raju and Mr. M. Kanna Reddy retire by rotation at
the ensuing Annual General Meeting and are eligible, for
re-appointment.
Appropriate resolutions for their re-appointment are proposed in the
Annual General Meeting.
Corporate Social Responsibility
Your Company is conscious that it is an integral part of the society at
large, and it has a responsibility to contribute to the general welfare
of the society to which it belongs. Right from its inception, your
company has been actively engaged in efforts to improve the quality of
life in the contiguous localities. The focus of the company has mainly
been in the fields of education and training, and the health needs of
the society surrounding its plant locations.
The initiatives of the company are briefly summarized below: Education
and Training
The Company's plant in Mattapalli is located in a class 'C'
backward area in Andhra Pradesh. The facilities for education which
prevailed in the area can be described as rudimentary at best.
With a view to bring quality education accessible to the villages, your
company is running an English Medium School to impart education from
LKG to Class X. Established in the year 1991, this school provides free
education, is thrown open to children from all the surrounding tribal
and rural areas. 854 students are enrolled in the School as on 30th
June 2012. The strength of the school has been increasing consistently
over the last six years as is evident from the following table.
S.No. Acadamic Year Strength
1 2006-07 360
2 2007-08 425
3 2008-09 430
4 2009-10 550
5 2010-11 745
6 2011-12 854
This school has the distinction of having achieved 100%
success rate in 10th Class Public Examination conducted by A.P.State
Board of Secondary Education consistently for the past four years and
achieved ranks since 2001-02
To encourage and facilitate regular attendance, the company has also
been providing free transportation to school children over a radius of
10 kilometers.
With a view to equip basic skill sets and improve the prospects of
employment on completion of the basic education, your company also
provides training for employees children at the plant site for two
years. Your Company believes that such training instills a sense of
confidence among the children and enables them to embark upon a career
on a sure footing.
Medical &Health
Your Company has established a full-fledged health centre, with a 5
bedded hospital for the benefit of the employees as well as inmates of
the surrounding villages. Fully qualified medical staff is available at
the Health Centre round the clock to cater to emergencies. Specialists
from various faculties visit the hospital every week to provide
Medicare to the patients. In addition specialist doctors from super
specialty hospitals from Hyderabad visit the hospital once in a month.
This health centre is more popular in Mattapalli village. Nearly 75 to
100 out patients from 5 surrounding villages visit the hospital daily
on an average for medical treatment.
In addition, the company organizes several Medical and Health camps
each year in surrounding villages to provide health care and to improve
the awareness of health and sanitation among villagers.
Environment
A massive plantation drive was undertaken in and around NCL plant
locations to convert areas in to green zones. Besides providing clean
drinking water to staff quarters located in plant areas, a separate
Sewage Treatment Plant (STP) was set up near the plant area located at
Mattapalli village to treat the sewage water coming out from staff
quarters and use the recycled water to plantation areas to grow it as
lush greenery and to balance ecology and environment.
Awards and Recognitions
Your company has been awarded for 'Excellence in Worker's
Welfare' for the Year-2010-11 by the Federation of A.P. Chambers of
Commerce and Industry (FAPCCI).
Mr. K Ravi, Managing Director of your Company has been conferred
'Entrepreneur of the Year-2012' Award by the Hyderabad Management
Association (HMA).
Corporate Governance
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure 'A' to this
Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is annexed as Annexure
'B' to this Report.
Director's Responsibility Statement
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
I. That all applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures.
II. That the Directors selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2012 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors prepared the Annual Accounts on a going concern
basis.
Particulars of Employees
The details of employees who have been in receipt of the remuneration
envisaged by Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is annexed
as Annexure 'C' to this Report.
Additional Information
The information required to be disclosed in terms of Sec.217 (1) (e) of
the Companies Act, 1956 relating to conservation of energy, technology
absorption and foreign exchange etc., is furnished in Form A & B and
forms part of this report.
Acknowledgements
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiest, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
R. ANAND
Chairman
Place: Hospet
Date : 31st July, 2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their Report for the
financial year ended March 31, 2011.
FINANCIAL RESULTS
The Audited Balance Sheet of your Company as at March 31, 2011, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial results are as follows:
(Rs. in lakhs)
2010 Ã 2011 2009 Ã 2010
Gross Income 56,566.20 34,113.66
Profit Before Tax 2,860.79 2,339.41
Provision for Tax 519.50 1168.63
Net Profit 2,341.29 1,170.78
Profit brought forward from
Previous Year 1,153.60 2,500.00
Profit available for Appropriation 3,494.89 3,670.78
Appropriations
Provision for Dividend
& Dividend Tax 607.73 441.44
Transfer to General Reserve 1,700.00 2,075.74
Balance carried forward 1,187.16 1,153.60
During the year under review, there has been a 66 % increase in the
gross turnover, and 100 % in the Net Profit compared to the previous
year. The substantial increase in turnover and profits compared to the
previous year was mainly due to overall increase in Cement, Boards and
Energy Division turnover and spectacular performance in the last
quarter of the financial year 2010-11.
Out of the profits, the Directors propose a transfer of an amount of
Rs. 1700.00 lakhs to the General Reserve.
DIVIDEND
In view of the higher profitability, your Directors are pleased to
recommend a higher dividend of 15%, compared to the 10% dividend
declared in the previous year. The dividend payout for the year 2010-11
will be Rs.1.50/- per share absorbing a sum of Rs 607.73 lakhs
(Rs.441.44 lakhs in the previous year) including the dividend tax, the
dividend being free from income tax in the hands of the shareholders.
EXPANSION/ DIVERSIFICATION/ JOINT VENTURES
Your Directors are pleased to report that your company has entered into
a Joint Venture Agreement with VST-Verbundschalungstechnik Gmbh,
Austria for erecting high rise building using the VST Technology. A
joint venture company called NCL-VST Infra Limited has been formed to
take up the activity.
Your directors are also contemplating establishment of a thermal power
plant to cater to the needs of the power requirements of the company
and also sell surplus power.The Company also proposed to set up Ready
Mix Concrete units in Andhra Pradesh. As soon as the plans are
crystallized, the Directors will report the details.
INVESTOR EDUCATION & PROTECTION FUND
The Company has transferred Rs.6.79 Lakhs relating to unpaid Dividend
for the Financial Year 2002-03 to the Investor Education & Protection
Fund.
FIXED DEPOSITS
As on 31st March 2011, Rs 2,094.65 Lakhs of Public Deposits are
outstanding. The Company has repaid all the matured deposits that have
been claimed.
AUDITORS
Mr.P.V.Ratnam, Chartered Accountant, the existing auditor of the
Company retires at the conclusion of this Annual General Meeting and is
eligible for re-appointment. Your Directors propose that Mr. P V Ratnam
be re-appointed as Auditor.
COST AUDITORS
Mr. R. Srinivasa Rao, Cost Accountant, the existing Cost Auditor of the
Company has been re-appointed to conduct the Cost Audit pertaining to
the Cement Division as well as the Energy Division of the company for
the year 2011-2012.
DIRECTORS
Mr.S.S.Raju, Joint Managing Director and Mr.G.D.L.S.N.Raju, Director
have resigned w.e.f 1st June, 2011. Your Board wishes to place on
record its appreciation of the valuable contribution made by Mr. S S
Raju and Mr. G.D.L.S.N. Raju during their long tenure on the Board of
the Company.
Mr. P.S.Reddy, and Mr.Kamlesh Gandhi Directors retire by rotation at
the ensuing Annual General Meeting and are eligible, for
re-appointment.
Mr.K.Ravi, Managing Director has been re-appointed as Managing Director
for a period of five years w.e.f 1st April, 2011. Mr.Ashven Datla has
been appointed as Additional Director w.e.f 1st June,2011 Appropriate
resolutions for their appointment/re-appointment are proposed in the
Annual General Meeting.
CORPORATE GOVERNANCE
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure 'A' to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed as Annexure
'B' to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
I. That all applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures
II. That the Directors selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at 31st March, 2011 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The details of employees who have been in receipt of the remuneration
envisaged by Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is annexed
as Annexure ÃC to this Report.
ADDITIONAL INFORMATION
The information required to be disclosed in terms of Sec.217 (1) (e) of
the Companies Act, 1956 relating to conservation of energy, technology
absorption and foreign exchange etc., is furnished in Form A & B and
forms part of this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiest, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
excellent enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
Place: Hyderabad R. ANAND
Date: August 12, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting their Report for the
financial year ended March 31,2010.
FINANCIAL RESULTS
The Audited Balance Sheet of your Company as at March 31, 2010, the
Profit & Loss Account for the year ended on that date and the report of
the Auditors thereon are being circulated with this report. The salient
features of the financial Results are as follows:
(Rs. in Lakhs)
2009-2010 2008-2009
Gross Income 34,113.66 42,639.47
Profit Before Tax
for the Year 2,339.41 4,337.12
Provision for Tax 101.81 873.32
Deferred Tax 1,066.82 478.72
Net Profit 1,170.78 2,985.08
Profit brought forward
from Previous Year 2,500.00 2,205.32
Profit available - -
for Appropriation 3,670.78 5,190.40
Appropriations
Provision for
Dividend & Dividend Tax 408.75 989.18
Dividend Paid on the shares
allotted subsequent to the
Balance Sheet Date for 2008-09 32.69
Transfer to General Reserve 2,075.74 1,701.22
Balance carried forward 1,153.60 2,500.00
During the year under review, there has been a 20 % fall in the gross
turnover, and 61 % in Net Profit compared to the previous year. The
substantial decline in turnover and profits compared to the previous
year was mainly due to lower realization of cement prices.
Unprecedented floods, civil disturbances in Andhra Pradesh and reduced
turnover and margins in Prefab Division also contributed to the decline
in performance.
Out of the profits, the Directors propose a transfer of an amount of
Rs. 2075.74 lakhs to the General Reserve.
DIVIDEND
In view of the lower profitability, your Directors are constrained to
recommend a lower dividend of 10%, compared to the 25% dividend
declared in the pret/fous year. The dividend payout for the year
2009-10 will betjQO per share absorbing a sum of Rs 408.75 lakhs
(Rs.989* 18 lakhs in the previous year) including the dividend tax, the
dividend being free from income tax in the hands of the shareholders.
ISSUE OF SHARES ON CONVERSION OF WARRANTS
Members are aware that the compShy had issued 33,33,400 convertible
warrants to the Promoters and Promoters Group on the 17th March, 2008
at a price of Rs.45/- per warrant to part finance the Expansion Project
of the Company. Each Warrant is convertible to one equity share of Rs.
10/- each at a premium of Rs.35/- per share. In spite of the lower
ruling prices of the shares, the Promoters honoured their commitment by
converting the warrants at the issue price.
VARIATIONS IN THE UTILIZATION OF THE
ISSUE PROCEEDS
Your Directors wish to report in terms of Clause 43 of the Listing
Agreement with the Stock Exchanges that there have been no variations
in the utilization of the proceeds of the Preferential Issue of
Convertible Warrants from what has been stated in the explanatory
statement to the notice convening the Extra ordinary General Meeting
for considering preferential issue of securities.
EXPANSION PROJECTS
As reported earlier, the implementation of the further expansion
project to add cement capacity of 13.20 Lakhs TPA was completed and the
units successfully commenced commercial operations during the year
under review. While the Cement Grinding Unit at Kondapalli has been
able to commence its commercial production in June 2009, Simhapuri Unit
commenced commercial operation in the last week of March, 2010. With
the expansion project, your company has graduated from Mini Cement
plant category to become one of the major cement plants in Andhra
Pradesh.
INVESTOR EDUCATION & PROTECTION FUND
The company has transferred Rsj4.39 lakhs relating to unpaid Dividend
for the Financial Year 2001-02 to the Investor Education & Protection
Fund.
FIXED DEPOSITS
As on 31sl March 2010, Rs 1,604.54 lakhs of Public Deposits are
outstanding. The Company repaid all the matured deposits that have been
claimed.
AUDITORS
Mr.L.N.Prayaga, the founder partner of the firm M/s Prayaga & Co.,
Chartered Accountants, the statutory auditors of the company expired on
23,d May, 2010. At its Meeting held on 30th May, 2010 the Board of
Directors appointed Mr. P.V.Ratnam, Chartered Accountant as Auditor of
the company to fill the casual vacancy caused by the demise of Mr.
L.N.Prayaga. As per the provisions of Section 224 of the Companies Act,
1956, Mr. P. V. Ratnam holds office till the conclusion of the ensuing
Annual General Meeting. Your Directors propose that Mr. P. V. Ratnam be
reappointed as Auditor.
COST AUDITORS
Mr. R. Srinivasa Rao, Cost Accountant, the Cost Auditor of the Company
has been re-appointed to conduct the cost audit pertaining to the
Cement Division of the company for the year 2010-2011.
DIRECTORS
Mr. K.Madhu, Mr.R.Anand and Mr. V.V.Goradia Directors retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. Appropriate resolutions for their
appointment as Directors are proposed in the Annual General Meeting.
CORPORATE GOVERNANCE
A separate Report of compliance with the provisions relating to
Corporate Governance as required by Clause 49 of the Listing Agreement
with the Stock Exchanges is enclosed as Annexure A to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is annexed as Annexure
B to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, the Directors of your Company confirm:
I. That all applicable accounting standards have been followed in the
preparation of annual accounts and that there are no material
departures.
II. That the Directors selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give
a true and fair view of the state of affairs of the company as at 31st
March, 2010 and of the profit of the Company for the year ended on that
date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
IV. That the Directors prepared the Annual Accounts on a going concern
basis.
PARTICULARS OF EMPLOYEES
The details of employees who have been in receipt of the remuneration
envisaged by Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 as amended is annexed
as Annexure -C to this Report.
ADDITIONAL INFORMATION
The information required to be disclosed in terms of Sec.217 (1) (e) of
the Companies Act, 1956 relating to conservation of energy, technology
absorption and foreign exchange etc., is furnished in Form A & B and
forms part of this report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support and co-operation extended by IREDA, SBI, SBH, OBC, Axis Bank,
Corporation Bank, Canara Bank, State Bank of Mysore, Central Bank of
India, IDBI Bank and Central and State Government Departments, Dealers,
Stockiest, Consumers and Depositors.
Your Directors also wish to place on record their appreciation of the
excellent enthusiastic support received from the shareholders.
Your Directors have pleasure in acknowledging the excellent
co-operation received from the team of dedicated executives and
employees who have contributed handsomely to the operations of the
company.
For and on behalf of the Board
Place: Hyderabad R. ANAND
Date: August 13, 2010 Chairman
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