Dear Members
The Directors are pleased to present their Thirtieth Report together
with the audited accounts of the Company for the year ended 31s'' March,
2011
As you are aware, your Company saw in the year 2010-11 one of the major
developments in its history, namely, the merger of Amareswari Cements
Limited (ACL) with it. This merger, which is the logical outcome of the
relationship that was existing between these two companies for well
over a decade, is expected to result in a lot of synergy in the
operations of your company and place your company in a stronger footing
as far as the availability of lime stone and other incidental matters
are concerned.
Financial Results
The financial results achieved by your company for the year 2010-11 are
given below. As these results include the operations of erstwhile
Amareswari Cements Limited, they are not strictly comparable with the
financial results relating to the previous year.
Rs. In lakhs
Description 2010-11 2009-10
Net Sales 47685 47957
Other Income 1930 679
Total Income 49615 48636
Profit before Depreciation, Financial
Charges and Tax 8139 8646
Less: Depreciation 2760 2769
Financial Charges 3114 5874 2895 5664
Profit before Tax 2265 2982
Less: Net Provision for Tax 524 1070
Profit After Tax 1741 1912
Add: Profit brought forward 7115 6127
Profit available for appropriation 8856 8039
Appropriations proposed
Dividend @ 20% (Rs. 2.00 per
Equity Share) 348 375
Dividend Tax 45 49
Transfer to General Reserves 174 500
Carried to Balance Sheet 8289 7115
Total 8856 8039
Basic Earning Per Share 11.61 12.75
Diluted Earning Per Share 10.01 12.75
Dividend
Your Board has recommended for declaration at the forthcoming Annual
General Meeting, a dividend @ Rs.2 per share (20%) on the Equity Shares
for the year ended 31- March, 2011.
Operations review
While there was a marginal increase of 2% in the total income of your
company as compared to the previous year, Operating Profit and PAT were
however marginally lower as compared to the previous year.
The performance of your company in terms of quantity of production and
sale is given below:
Description 2010-11 2009-10
Production ( in MT)
Clinker 1510135 1430000
Cement 1490662 1120350
Sales (MT)
Clinker 30840 350133
Cement 1469172 1127739
Cement - Second sales 0 204191
Self consumption 877 2897
Total Cement Sales 1470049 1334827
Andhra Pradesh, which is a major market for your Company saw a lull in
the construction and infrastructure industries in 2010-11 causing a
fall in the demand for cement. Despite this, your company, marginally
improved its market shares in the said State. There was also a respite
in the form of a marginal improvement on the price front in the form of
better sales realisation, mainly due to the efforts initiated in the
recent past to improve upon its brand image among the intermediaries
and end users and to extend its reach further. These factors saw your
company avoiding any significant fall in its revenue and profitability.
Share Capital
Pursuant to the Scheme of Arrangement for the merger of ACL with your
Company, your Board of Directors, at their meeting held on 12''h July
2011, have allotted 32,85,714 Equity Shares to the shareholders of ACL.
900000 equity shares of your Company held by ACL as its investments
have been cancelled pursuant to the said Scheme. Reflecting these
developments, the equity share capital of your company now stands at
Rs.17,38,80,140 divided into 1,73,88,014 Equity Shares of Rs.10/- each.
Future Outlook
Fresh investments in infrastructure projects have slowed down in the
recent times. The projects already announced are also not implemented
with the speed with which they were initiated. Nor is there any sign of
revival in the construction activities. In such a scenario, we do not
foresee any significant increase in demand for cement in the next
couple of years atleast. This, along with increasing inputs costs, will
continue to put the margins under pressure. However, in the longer term
, growth of the cement industry is expected to turn robust, as
infrastructure development is vital for the development of any country
and cannot therefore be allowed to be ignored for a long in a welfare
State like that of ours. We therefore remain cautiously optimistic of
maintaining our growth amidst aggressive competition by improving our
market share through innovative strategies and by cutting costs and
improving efficiency in all areas of our operations.
Subsidiary Company
In our previous report we had conveyed your company''s proposal to
divest its holdings in Sagar Power Limited, with a view to enabling
your company to focus more on its core area namely cement business. The
entire stake held by your company in Sagar Power having since been
divested, the latter ceased to be a subsidiary of your Company.
Vicat Sagar Cement
As you are aware, your Company and Parficim S.A.S., a wholly owned
subsidiary of Vicat S.A. of France have jointly promoted Vicat Sagar
Cement Private Limited as a special purpose vehicle, to set up a 5.5
mtpa capacity cement plant along with a captive power unit of 60MW
capacity in Culbarga District of Karnataka State. Sagar Cements and the
Vicat Croup have so far invested a sum of Rs.860 million and Rs. 4140
million respectively in the project. This project is implemented in two
phases, each phase with a capacity of 2.75 mtpa. The major part of the
acquisition of land in respect of first phase having since been
completed, the civil works in respect of the project is in progress.
Financial closure has already been achieved for this phase through
tie-up with International Lending Institutions. This phase, barring
unforeseen circumstances, is expected to go on stream by the middle of
2012.
Corporate Governance
Your Company has complied with the mandatory provisions relating to
Corporate Governance as prescribed under Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate report detailing such
compliance together with the Certificate obtained from the Statutory
Auditors in connection therewith is included as part of the Annual
Report.
Internal Control Systems
Your Company has adequate internal control systems in all important
areas of its operations and effectiveness of these systems is
periodically reviewed for possible improvement in them.
Insurance
All the properties of the Company have been adequately insured.
Particulars of Employees
Particulars of employees required to be furnished in this Report
pursuant to Sec.217 (2A) of the Companies Act, 1 956 are given in the
annexure.
Industrial Relations
Your Company continues to enjoy cordial relationship with all its
personnel at the Plant, Office and on the field.
Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo:
The particulars required under Sec.217 (1) (e) of the Companies Act,
1956 have been provided in the annexure, which forms part of the
Report.
Pollution Control
Your company is committed to keep the pollution at its plant within the
acceptable norms and as part of this commitment, it has an ESP system
at the plant.
Directors
The IDBI, has appointed Shri G. Suneel Babu as its nominee director in
the place of its earlier nominee director Shri V.V.S.Ravindra. Your
Board placed on record its appreciation of the guidance and
co-operation received by it from Shri Ravindra during his tenure as the
nominee director. In compliance with Sec.256 of the Companies Act,
1956, Shri OSwaminatha Reddy and Shri K.Thanu Pillai retire by rotation
at the ensuing Annual General Meeting and, being eligible, offer
themselves for re-appointment.
Audit Committee
The Audit Committee of the Board, constituted pursuant to Sec.292 (A)
of the Companies Act, 1 956 read with Clause 49 of the Listing
Agreement, currently consists of the following directors as its
members:
Shri CSwaminatha Reddy Chairman
Shri K.Thanu Pillai Member
Shri C. Suneel Babu Member
Shri P.Rajewara Rao Member
Shri R.Soundararajan, Company Secretary is the Secretary to the
Committee. The Committee had met five times during the year ended 31s''
March 2011 and, inter-alia, reviewed the financial results of the
Company for the respective quarters.
Remuneration Committee
The Remuneration Committee of the Board, constituted pursuant to
Schedule XIII to the Companies Act 1956 read with Clause 49 of the
Listing Agreement has the following Directors as its members:
Shri K.Thanu Pillai Chairman
Shri CSwaminatha Reddy Member
Shri P.Rajeswara Rao Member
During the year 2010-11 this committee did not hold any meeting as
there was no occasion for the same. However, a meeting of the committee
was later held on 17''h May 2011 to recommend a suitable remuneration to
the Managing Director on his proposed re-appointment and to review the
remuneration paid to other whole time directors of the Company. The
Committee''s recommendations, which have since been accepted by the
Board of Directors, are placed before the shareholders for their
approval under the relevant provisions of the Companies Act, 1956.
Investment Committee
With a view to evaluating investment opportunities available to the
Company from time to time, your Board has constituted an Investment
Committee with the following directors as its members:
Shri CSwaminatha Reddy Chairman
Shri S.Veera Reddy Member
Shri K.Thanu Pillai Member
Auditors
Messrs. P.Srinivasan & Co., Chartered Accountants, the present Auditors
of your Company will be holding their office up to the ensuing Annual
General Meeting. Shareholders are requested to appoint Auditors to the
Company to hold office from the conclusion of its ensuing Annual
General Meeting until the conclusion of its next Annual General
Meeting. Your Board has accepted the recommendation of its Audit
Committee to re-appoint the retiring auditors, who, being eligible for
re-appointment, have since consented to the proposed re-appointment and
confirmed that the said re- appointment, if approved by the
shareholders, would be within the limits specified in Sub Section (1 B)
of Section 224 of the Companies Act, 1956.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, we state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material developments;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the company for the period;
(iii) that the directors had 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 had prepared the annual accounts on a going
concern basis.
Public Deposits
Your Company had not accepted any Deposits from the public under
Section 58A of the Companies Act, 1 956 during the year 2010-11.
Compliance Certificate
A certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report along with a report on
Corporate Governance.
Listing
As stipulated under Clause 32 of the Listing Agreement, the names and
addresses of Stock Exchanges on which the Company''s equity shares have
been listed are given below:
1. National Stock Exchange of India Limited Exchange Plaza, Bandra
Kurla Complex Bandra East, Mumbai - 400051
2. Bombay Stock Exchange Limited Phiroze jeejeebhoy Towers Dalai
Street, Mumbai - 400001
Management Discussion and Analysis Report
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is given in
the Annexure, to form part of the Annual Report.
Acknowledgement
Your Directors wish to place on record their appreciation of the
valuable co-operation extended to the Company by its bankers and
various authorities of the State and Central Government. They thank the
Distributors, Dealers, Consignment Agents, suppliers and other business
associates of your Company for their continued support. Your Board also
takes this opportunity to place on record its appreciation of the
contributions made by the employees at all levels and last but not
least, of the continued confidence reposed by you in the Management.
For and on behalf of the Board of Directors
Hyderabad O.Swaminatha Reddy
12th July 2011 Chairman
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