The Directors are pleased to present their Thirty First Report
together with the audited accounts of the Company for the year ended
31st March, 2012.
Financial Results
The performance of your company during the year 2011-12 was satisfying
in the context of the slowdown of the economy in general and
infrastructure industry in particular during the said period.
A summarized financial performance of your company during the year
under review is given below:
Rs. in Millions
Discribtion 2011-12 2010-11
Net Sales 6061 4250
Other Income 7 89
Total Income 6068 4339
Profit before Depreciation, Financial
Charges and Tax 1247 814
Less: Depreciation 259 276
Financial Charges 342 601 311 587
Profit before Tax 646 227
Less: Net Provision for Tax 205 53
Profit After Tax 441 174
Add : Profit brought forward 829 711
Profit available for appropriation 1270 885
Appropriations proposed
Dividend @ 30% (Rs.3.00 per equity share) 52 35
Dividend Tax 9 4
Transfer to General Reserve 200 17
Carried to Balance Sheet 1009 829
Basic Earnings Per Share 25.37 11.61
Diluted Earnings Per Share 25.37 10.01
Dividend
Based on the Company''s performance, the Directors are pleased to
recommend for approval of the members a dividend of Rs.3/- per share
for the financial year 2011-12.
Transfer to reserves
The Company proposes to transfer Rs.200 millions to the general reserve
out of the amount available for appropriations and an amount of
Rs.1009.48 million is proposed to be retained in the Balance Sheet.
Company''s performance
While the total income of your Company rose by 40%, the Profit before
and after tax went up by 185% and 153% respectively over the previous
year.
The performance of your company in terms of production and sale of
clinker / cement is given below:
Descrintion 2011-12 2010-11
Production ( in MT)
Clinker 1348080 1510135
Cement 1625336 1490662
Sales (MT)
Clinker 0 30840
Cement 1631392 1470049
Sagar Cements could register a reasonable level of growth in 2011-12,
both in terms of volume as well as price. Its sales in quantitative
terms went up by 11% over the previous year. The average net sales
realization per ton of cement was also higher at Rs.2,945/-, an
increase of 32 %, over the previous year, resulting in an net operating
revenue of Rs.6061 million.
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, 1956 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 APIDC, has appointed Shri K.Rajendra Prasad as its nominee director
in the place of its earlier nominee Shri P.Rajeswara Rao. Your Board
placed on record its appreciation of the guidance and co-operation
extended by Shri Rajeswara Rao during his tenure as the nominee
director. In compliance with Sec.256 of the Companies Act, 1956,
Dr.S.Anand Reddy and Shri Werner C.R.Poot retire by rotation at the
ensuing Annual General Meeting and, being eligible, offer themselves
for re-appointment.
Sub Committees of the Board
The Board has Audit Committee, Remuneration Committee, Investment
Committee and Investors'' Grievances Committee, the composition and
details of which have been given in the Report on the Corporate
Governance forming part of the Annual Report.
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 (1B)
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 has not accepted any Deposits from the public and as such,
no amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
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.
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
18th July 2012 Chairman |