1.The Directors have pleasure in presenting their 70th Annual Report
together with the Audited Accounts for the year ended 31st March, 2011.
2. Financial Results
(Rs. In Lakhs)
For the year ended For the year ended
PARTICULARS 31-03-2011 31-03-2010 31-03-2011 31-03-2010
Stand Alone Consolidated (GROUP)
Gross Turnover 36,172 41,175 70,467 68,362
Profit for the year
(PBDIT) 8,224 11,053 15,280 17,298
Less:
a) Interest and Finance
charges 1,394 949 1,565 1,336
b) Depreciation 1,233 1,057 2,233 2,167
Profit before Tax 5,597 9,047 11,482 13,795
c) Provision for Current Tax 1,118 3,000 1,529 3,166
d) Deferred Tax 1,361 45 1,380 79
e) Minority share of Profit - - 1,725 1,485
Add:
a) Refund of Income Tax 18 - 18 -
b) MAT Entitlement tax 751 - 751 -
c) Excess Provision of income
tax of earlier years credited
back 248 - 248 10
Net Profit: 4,135 6,002 7,865 9,076
Add Surplus brought forward
from earlier year 2,755 2,347 8,597 5,114
Amount available for
appropriations 6,890 8,349 16,462 14,190
Less Transfer to General
Reserve 1,000 4,000 1,000 4,000
Less Preference Capital
Dividend 240 742 40 74
Less Interim Dividend-
Equity Shares 967 967 1,396 967
Less Dividend proposed -
Equity Shares 322 322 322 322
Tax on Distributed
Profits - Equity 214 219 214 219
Tax on Distributed Profits -
Preference 39 12 39 12
Surplus carried to next year 4,108 2,755 13,251 8,597
Segment wise Sales performance:
2010-2011 2009-2010
PARTICULARS Sales Value % to Total Sales Value
in lakhs Sales in lakhs % to Total
Sales
Engineering 13,067.64 36.13% 16,594.33 40.30%
Cement 22,375.21 61.86% 24,058.00 58.43%
Power 52.14 0.14% 47.56 0.12%
Others 677.55 1.87% 475.26 1.15%
Total 36,172.54 100.00% 41,175.15 100.00%
Analysis of financial results:
Profit before Tax has registered a downward trend in the year under
review as compared to the previous year. The cement industry,
throughout the country suffered severe setbacks in demand and steep
fall in selling prices especially in the fi rst half. Though a number
of reasons could be attributed, some of the more major ones were a
perceptible fall in pub- lic infrastructure spending in the State of
Andhra Pradesh caused by political instability, severe strain on
Government revenues, unusual changes in sea- sonal patterns, market
reaction to a perception of large scale additions to manufacturing
capacity etc. A major part of the year also witnessed scarce avail-
ability of coal necessitating resort to imported coal of larger
quantities at higher prices pushing up the cost of production. The
combination of a multitude of such factors resulted in lower off take,
a slump in the aver- age realization for the product and fall in profi
ts.
The companys dependence on diversifi ed activ- ity within, however,
eased the stress on its overall fi nances in that the Engineering
Division continued to perform comparatively well under the
circumstances. Its operations were at lower levels compared to the
previous year when it had a one-time high value export order.
Also significantly, during the year 2010-11, the new Cement Unit II at
Muktyala completed only the com- missioning of its clinker Plant with
cement production having commenced in the current financial year.
The net cash generation of the company during the year under review was
relatively better in view of a substantially lower provision for
income-tax of Rs. 1118 lacs (Rs.3000 lacs) on the basis of Minimum
Alternate Tax (MAT) resulting from an increased claim of depreciation
under Income-tax Rules on the capitalization of the new Cement Unit
upto the clinkerisation stage.
Overall Financial position:
However, following prudent financial management of working capital,
the companys cash resources have been retained at a healthy level of Rs.
7146 lacs provid- ing sufficient comfort for on-going and other
projects in the pipeline. The utilization of working capital limits
with Banks has also been minimal.
Dividend on Preference Share Capital:
Your Directors recommend a dividend of 12% on the Preference Share
Capital of the company. The amount of such dividend is Rs. 240.00 lacs
for the year.
Sub-Division of Equity Shares:
During the year, Equity Shares of Rs. 10 each were sub-divided into ten
Equity Shares of Rs. 1 each.
Dividend on Equity Shares:
The Board, on a periodical review of the working results of the company
and assessment of the fi nan- cial position, had declared and paid
three interim dividends of 25% each during the financial year
amounting to 75 % (Rs. 0.75 per share) as of date.
Your Directors are now pleased to recommend a final dividend of 25% (Rs.
0.25 per share) making a total equity dividend of 100% (Rs. 1/-per share)
for the year. The total amount of dividend paid on equity capital
excluding Dividend Distribution Tax thereon will be Rs. 1,289 lacs, which
is the same as in the previous year.
Reserves:
Your Directors recommend a transfer to General Reserve, of a sum of Rs.
1000 lacs from out of the Profits available for appropriation for the
year which will leave Rs. 4,108 lacs in the Surplus Account to be carried
forward to the next year. The total amount in General Reserve as on
31st March 2011, after the proposed appropriation, would stand at Rs.
25,000 lacs.
Credit Rating:
The Credit Rating assigned by CRISIL to the company was revised to A-
Positive from (A-Stable) for Term loans and Cash Credit facilities and
continued as P2+ in respect of for Non Fund Based limits.
Fixed Deposits:
The total amount of Fixed Deposits outstanding as on 31st March 2011
was Rs. 7624.61 lacs as compared to the fi gure of Rs. 6224.91 lacs as on
31st March 2010.
As on 31st March 2011, Fixed Deposits amounting to Rs. 130.36 lacs had
matured and remained unclaimed from 229 depositors. As on the date of
this Report, Fixed Deposits relating to 65 depositors amounting to Rs.
28.16 lacs have been renewed and Fixed Deposits of Rs. 4.00 lacs of 17
depositors repaid.
Cement Unit II: Muktyala Cement Project
The expansion of the companys cement production undertaken by way of
establishment of a Greenfield plant at Muktyala, Krishna District,
Andhra Pradesh with a capacity of 1.52 million tons was partly com-
missioned in May 2011. The delay beyond the expected date was mainly
due to unprecedented unseasonal rains hampering completion of certain
portions of civil works and other procedural delays in statutory
matters resulting from intermittent and fre- quent State-wide public
agitations on certain political issues. The final commissioning,
however, coincided with a recovery in cement prices which had
witnessed a downward trend in the earlier part of the year.
The new Plant up to the stage of clinkerisation had however, been
commissioned on 7th March 2011 within the financial year 31.3.2011,
with a total clinker production of 73,638 MTs of which 28,507 MTs had
been transferred to the Cement Unit I at Macherla for grinding into
cement.
The company has now entered into a phase of its becoming a larger
player in the cement industry with a combined production capacity of
2.18 million tons and has taken all steps to enlarge its marketing
operations. Management is also considering various ways and means of
taking the final product nearer to the consumer in the more rewarding
markets. Establishment of grinding units, packing plants, con-
sidering proposals for forward integration etc are in the process of
discussion relating to economic and technical viability and are
expected to be finalized during the course of the current year.
Modernization/Expansion: Engineering Unit
The Unit has completed the modernisation and debot- tlenecking of
operations comprised in the initial phase of its
modernization-cum-expansion proposals at a cost of Rs. 1600 lacs funded
from internal generations.
The second phase of the proposed scheme, namely, the expansion of the
Foundry estimated to cost about Rs. 6000 lacs and expected to be
implemented in 2010- 11 has presently been rescheduled to be taken up
in the second half of the current financial year. This has been
necessitated due to the fact that following the recovery from the
global economic slow-down; cus- tomers are in the process of
consolidating their posi- tion before going in for procurement of
capital goods to increase their capacities. They are seen to be
revisiting their requirements for acquisition of capital machinery and
equipment and enquiries are expected to fl ow in during the current
year. The rescheduling of this phase of the proposal would conserve
resources for the present and save considerable interest cost. The
statutory approvals in respect of civil works have also witnessed
delays and are expected to be in place in time for commencement of
implementation later in the year.
The Banks which had sanctioned term loans for this purpose have been
requested to cancel the same for the present to avoid incurrence of
unnecessary com- mitment and other charges. Fresh proposals would be
submitted at the appropriate time for funding the project.
Diversifi cation: Hotel Project at Hyderabad
Approvals of building plans by the Greater Hyderabad Municipal
Corporation have been slower than expected due to the requirement of
simultaneous clearances from multifarious State agencies. Nevertheless,
the proposal already has on hand NOCs from the Airport Authority of
India, the Fire Department and the Metro Rail authorities and has been
placed and discussed at the level of the High Rise Building Committee
of the Corporation. The final approvals are expected in due course of
time. Pending this, excavation of land is being completed and
consultations in respect of other facilities and amenities for a Hotel
Project have been taken on hand. As reported last year, the con- tract
for civil works has been awarded and work is being carried on as per
schedule commensurate with the statutory approvals.
The company has tentatively agreed on preliminary terms for a
management contract and operation of the Hotel with a leading
international hotel chain. The brand under consideration has models
perceived as a business hotel in the upper middle segment with four
star category standards and is one of the leading franchises on a
global basis. In India, several proper- ties of such brand are coming
up in almost all leading cities and the growth phase for this brand
appears to be impressive. The detailed terms and conditions of the
agreement are under consideration and discus- sions before a final
view is taken and agreed upon.
The estimated cost of the Project, excluding land cost, remains at Rs.
6302 lacs for a 130 room facility for which an in-principle sanction of
a term loan of Rs. 4500 lacs has already been given by a Bank.
Finalization of the loan facility is awaiting the sanction by GHMC of
the plans which is a pre-requisite.
Establishment of a Captive Power Plant:
The proposal of the company to set up a 2x18 MW Power Plant at the site
of New Cement Unit II at Muktyala for captive use of generated power in
its cement production facilities has been finalized. The Detailed
Project Report has been received according to which the Cost of the
Project has been estimated at Rs. 16400 lacs. Based on this, sanction
from a bank has been received for Term Loan of Rs. 11400 lacs.
From a present study of power requirements for the two cement units, it
is expected that a major portion of the total generation of power will
be consumed on a captive basis, with the balance to be sold to the
State Grid or to private consumers through Power Trading companies. The
generation of power at this proposed facility will ensure continuous
supply of quality power to the cement units which will maintain the
quality of the final product in addition to considerable saving in its
cost of production.
The basic input for the proposed Project, namely coal is to be procured
under the Coal Linkage System for which necessary applications to the
relevant authori- ties have been made and approvals awaited.
Corporate Social Responsibility:
Corporate Social Responsibility (CSR) as a form of corporate
self-regulation to practice an intertwined model of business management
system which auto- matically integrates ethical standards to safeguard
the interests of all stakeholders, the public and the sur- rounding
community, has been in vogue in one form or another in the Company over
the years. Viewed as a medium to reward the community in which it
works, management has endeavored to bring in best inter- national
practices in its day-to-day management of its affairs which in itself
provides for the fulfi llment of its responsibility in this direction.
While addressing a care for its various stake holders, it is also seen
as a catalyst to many integrated community service proj- ects which
can, to some extent supplement efforts of the Governments. Clean and
transparent manage- ment is one of the many ways of practicing corpo-
rate social responsibility as it includes public interest, prudent
use of common resources such as energy, air, water and other natural
elements leading to more efficient use of public funds.
The more visible form of Corporate Social Responsibility (CSR) involves
responsibilities of a corporate in the following areas:
- Integrated Rural & Urban Community Development programmes with
communi- ties living in the periphery of its units, includ- ing
provision of potable water, plantation of trees, renovation of places
of worship etc.
- Encouraging voluntary involvement of employees to devote time and
effort to address social issues.
A more detailed report on activities under Corporate Social
Responsibility is furnished separately in this Annual Report.
Management Discussions and Analysis:
Details of Management discussions and analysis for each segment of the
companys business are pre- sented separately for ease of access and
perusal.
Details of Retiring Director seeking re-appointment
Name of
Director Sri. O. Swaminatha Reddy Sri. Pinnamaneni Koteswara Rao
Date of
Birth 25-12-1930 08-09-1929
Nationality Indian Indian
Date of
Appointment 14-03-1991 29-01-1976
Expertise in
specific
general Chartered Accountant and Former
functional
area Banker Agriculturist
Qualifi cation B.Com (Hons),ACA Agriculturist
List of
outside Chair
manships / 1 M/s. Transport Corporation of
India Ltd,
1. Veeraiah Non-co
nventional
Directorships
held Ltd, New Delhi Power
Projects Ltd.,
2. M/s. Surana Ventures Ltd,
Hyderabad
3. M/s. Bhagyanagar India Ltd,
Hyderabad
4. M/s. K.M. Power Pvt. Ltd,
Hyderabad
5. M/s. Thembu Power Pvt. Ltd,
Pune
6. M/s. E.P.R. Gene Technologies
Pvt. Ltd, Hyderabad
7. M/s. E.P.R. Pharmaceuticals Pvt.
Ltd, Hyderabad
8. M/s. E.P.R. Centre for Cancer
Research and Biometrics Pvt. Ltd,
Hyderabad
9. M/s. Sagar Cements Ltd -
Hyderabad
10. M/s. T.C.I. Finance Ltd -
Hyderabad
11. M/s. Sagar Power Ltd - Hyderabad
12. M/s. T.C.I. Developers Ltd -
New Delhi
Chairman /
Member of the 1. Audit Committee – Chairman 1. Audit
Committee-
Member
Committee of
the Board of 2. Remuneration Committee –
Directors of
the Company Chairman
3. Investment Committee- Chairman
4. Shareholders Grievance
Committee-Chairman
Chairman / Me
mber of the
Committee of
Directors of
other Public
Limited Compa
nies in
which he / she
is a Director
a) Audit
Committee 1. M/s. Sagar Cement Ltd –Chairman -
2. M/s. Transport Corp. of India Ltd
–Chairman
3. M/s. Bhagyanagar India Ltd -
Chairman
4. M/s. Surana Ventures Ltd -
Chairman
b) Sharehol
ders Griev
ance - -
committee
Note: Pursuant to Clause 49 of the Listing Agreement,
Chairmanship/membership of the Audit Committee and the Sharholders
Grievance Committee alone have been considered.
Directors Responsibility Statement:
The Directors confirm that:
1. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
2. The selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
company at the end of the financial year ended 31st March, 2011 and of
the Profit of the Company for the year ended as on that date.
3. They have taken proper and sufficient care for 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, and
4. They have prepared the Annual Accounts on a going concern basis.
Auditors:
M/s Brahmayya and Co, Chartered Accountants, Vijayawada, Auditors of
the company retire at the conclusion of the ensuing Annual General
Meeting. They are, however eligible for reappointment. They have
furnished a certifi cate to the effect that their appointment, if made
will be in accordance with the limits specifi ed in sub section (IB) of
Section 224 of the Companies Act, 1956.
The Board recommends the reappointment of M/s Brahmayya & Co
Vijayawada, as Auditors of the company to hold offi ce till the
conclusion of the next Annual General Meeting.
Cost Auditors:
Pursuant to the directives from the Central Government and the
provisions of Section 233B of the Companies Act 1956, M/s
Narasimhamurthy & Co. Cost Accountants, Hyderabad have been appointed
as Cost Auditors of the company subject to the approval of the Central
Government for the ensuing year to conduct the cost audit of the cement
and Power units of the company.
Human Resources:
Industrial Relations in the company, across all its units, have
remained cordial throughout the year. The employees have always been a
pillar of strength to the company. Your Directors appreciate the
significant contribution made by the employees to the operations of
your company during the year.
The information required on Particulars of Employees as per Sec. 217
(2A) of the Companies Act 1956, read with Companies, (Particulars of
Employees) Amendment Rules, 2011 forms part of this report.
Subsidiary company:
The Company has fulfi lled all the conditions pre- scribed under Sec
212 (8) of the Companies Act 1956 read with General Circular 2/2011 to
avail exemption from publishing the Balance Sheet and other state-
ments of its subsidiary company, M/s KCP Vietnam Industries Ltd.
Vietnam for the financial year 2010-11. However, a statement giving
certain information as required in the said circular is placed along
with the Consolidated Accounts.
The company will provide to any shareholder, on request and without any
cost, the Balance Sheet and other particulars and statements of
accounts of the subsidiary company, M/s KCP Vietnam Industries
Ltd. Vietnam as per Section 212 of the Companies Act, 1956.
Consolidated Financial Statements:
Pursuant to the requirements of Accounting Standard – 21 and the
Listing Agreement with National Stock Exchange, financial statements
consolidating those of its subsidiary KCP Vietnam Industries Ltd and
its Joint Venture company, Fives Cail K C P Ltd, consid- ering the
minority interest in them and duly audited have been attached to this
Directors Report.
Conservation of Energy, Technology absorption, Foreign Exchange Earning
and Outgo:
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are attached as Annexure
2 to this report.
Cautionary Statement:
Statements in the Management Discussion and Analysis describing the
Companys objectives, expectations or predictions are as perceived
currently. Actual results may differ materially from those expressed
in the statement. Important factors that could infl uence the Companys
operations include domestic supply and demand conditions affecting
selling prices of fi nished goods, input prices, changes in government
regulations, tax laws, economic developments within the country and
other factors such as litigation and industrial relations.
Safety and Pollution Control:
The manufacturing units are fully compliant with pol- lution control
measures as directed by the statutory authorities from time to time and
have obtained nec- essary approvals from them.
Adequacy of Internal control systems:
The company firmly believes that Internal control is a process,
designed to provide reasonable assurance regarding the effectiveness
and effi ciency of opera- tions of a company, the reliability on its
systems of financial reporting, compliance with applicable laws and
regulations, effective implementation of transpar- ency in significant
transactions, agreements, con- tracts which may impact its financial
performance, prevention of the occurrence of frauds and collusions in
the conducts of its affairs, adequate reporting sys- tems to apprise
management by way of periodical MIS reports etc. The Board perceives
that this process has been adequately put in place and to ensure its
effective administration and implementation, internal audits are
periodically carried out by duly appointed Internal Auditors
The planning of the internal audit function by the Internal Auditors
typically include test checks and pro- cesses to ensure the adequacy of
the system of inter- nal control, the reliability of data, and the effi
cient use of the organizations resources etc. Internal auditors also
identify control problems and suggest and fol- low up implementation of
solutions for improving and strengthening such controls on a
progressive basis. Internal auditors in their reports to the Board
concern themselves with the entire range of an organizations internal
controls, including operational, financial, and compliance controls.
Quarterly reports are placed and discussed in con- siderable detail by
the Internal Auditors with mem- bers of the Audit Committee and
suggestions and corrective action, where necessary, are taken up and
conveyed to the CFO, Company Secretary and other senior fi nance
functionaries at such meetings. The responses of the concerned offi
cials are also obtained and discussed on the reports of the Internal
Auditors.
Risk Management System:
As a system designed to contain and minimize an organizations exposure
to risk, Risk Management policies have been laid out by the Board. With
opera- tions spanning different segments of business and in different
regions and countries, the company periodi- cally evaluates the
procedures by collating informa- tion in this regard from its operating
units, the policies of Government, the evolving economic development,
emerging competition, changes following technologi- cal upgradation,
improvement in international best practices, study of peer company
approaches etc. Discussions at various levels are held to analyze the
various inputs and take corrective action and make changes in
established risk management policies. A continuing awareness in this
regard is an important ingredient to manage risk.
The Risk Management Policy as formulated by the Board is being followed
as a guide in on-going assessment and the steps to be taken as
necessary from time to time.
Corporate Governance:
The company places significant reliance on a ethi- cal and prudent
governance. It has followed such a system of corporate governance over
a long period of time and the same is enumerated and placed on record.
Transparency in operations by means of professional management with
empowered manag- ers is firmly believed as the heart of a healthy sys-
tem of corporate governance. The various internal controls laid down
for day-to-day operations provide the necessary checks and balances to
prevent collu- sion and subjective decisions and these in turn go to
make governance effective. Authority fl ows down a line of executives
in a given order with top manage- ment seeking to provide leadership
and policy inputs. The mechanism also results in prudent and diligent
decision making at all levels ensuring for the overall benefit of all
stakeholders. It also gives considerable comfort to banks, deposit
holders, vendors, custom- ers and others who interact with the company
in their assessment of the companys performance.
A Detailed Report on matters relating to Corporate Governance as
statutorily required is annexed as part of this Annual Report together
with the report of the Auditors on its compliance.
Acknowledgements:
Your Directors wish to thank the Central and State Governments,
Financial Institutions, Banks, Government authorities, customers,
vendors and shareholders for their continued co-operation and support
extended. We wish to whole heartedly thank our employees for their
sincere and devoted contribu- tion to the companys continued good
performance.
Ladies and gentlemen, your involvement as share- holders is deeply
valued. Your Directors look forward to your continuing support in all
their endeavors.
For and on behalf the Board
Place: Chennai (V. L. DUTT)
Date: 27th, May, 2011 Chairman and Managing Director
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