Moneycontrol
Get App
Close Ad
SENSEX NIFTY
Deccan Cements Directors Report, Deccan Cements Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > CEMENT - MINI > DIRECTORS REPORT - Deccan Cements

Deccan Cements

BSE: 502137|NSE: DECCANCE|ISIN: INE583C01021|SECTOR: Cement - Mini
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Jul 22, 16:00
359.20
-10.8 (-2.92%)
VOLUME 34
LIVE
NSE
Jul 22, 15:59
361.65
-8.65 (-2.34%)
VOLUME 3,449
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '18    Mar 17

BOARD'S REPORT

Dear Shareholders,

The Directors of your company are glad to present the 38th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018.

Financial Results

The Financial Results for the year ended 31st March 2018 are summarized below:

   

(Rs. in Lakh)

Particulars

2017-18

2016-17

Revenue from

   

operations

59442.25

58672.64

Other Income (net)

395.42

241.60

Total Income

59837.67

58914.24

Less:

   

Operating expenses

50918.15

48700.54

Depreciation and amortization expenses

2268.99

2172.38

Total expenses

53187.14

50872.92

Profit before Finance

   

cost and Tax

6650.53

8041.32

Less: Finance cost

566.23

683.55

Current tax

1812.86

2315.10

Deferred tax

416.51

355.60

Net Profit after Tax

3854.93

4687.07

Other comprehensive income

(44.06)

(9.96)

Total comprehensive income for the year

3810.87

4677.11

Profit brought forward from previous year

26641.19

22469.86

Profit available for Appropriation

30452.06

27146.97

Company for the current year was at Rs.3854.93 Lakh as compared to the previous year profit of Rs 4687.07 Lakh. During the year there is no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2017-18 shows that there is an increase in revenues by just 1% though the volume growth is about 9.80%. As per Ind-AS requirements VAT / GST, rebates and discounts are reduced from the Gross revenue. For the sake of better understanding of the changes that took place given below the Gross and the Net Revenue details as disclosed in the financial statements:

Results of Operations

The Company recorded satisfactory performance during the year under review. The profit aftertax of the

   

(Rs in Lakh)

Particulars

Year ended 31 March 2018

Year ended 31 March 2017

Sale of products

   

(a) Cement - Gross

   

Revenue

83,361.13

73,168.06

VAT

2,652.99

8,764.24

GST

13,729.77

-

Rebates

8,199.25

6,241.66

Cement - Net Revenue

58,779.12

58,162.16

(b) Power

   

(Net of charges for wheeling, banking)

   

Wind

93.92

182.24

Hydel

337.40

190.99

Thermal

192.40

54.04

Power - Net revenue

623.72

427.27

Other operating revenues

   

Scrap sales

39.41

83.21

Revenue (Net of Taxes and Rebates)

59,442.25

58,672.64

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs 3/-per equity share i.e. @60% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2018 will be Rs 420.23 Lakh and Rs 85.55 Lakh towards tax on dividend. The cash outflow for dividend declared for the previous year ended 31st March 2017 was also at the same amount.

Your directors have not proposed to transfer any sum to Reserves for the financial year 2017-18.

Capital Structure

During the financial year under review, the Shareholders in the 37th Annual General Meeting held on 11th August 2017 approved the sub-division of each equity share of the Company having face value of Rs 10/- each fully paid up into 2 equity shares of the face value of Rs 5/- each fully paid up share capital of the company. There was no change in the amount of authorised and paid-up share capital of the Company but the number of shares changed i.e. the authorised share capital of the Company changed from 100,00,000 (One Crore) equity shares of Rs 10/- each to 2,00,00,000 (Two Crore) equity shares of Rs 5/- each and paid-up capital of the Company changed from 70,03,750 (Seventy Lakh Three Thousand Seven Hundred Fifty) equity shares of Rs 10/- each to 1,40,07,500 (One Crore Forty Lakh Seven Thousand Five Hundred) equity shares of Rs 5/- each w.e.f 12.09.2017 (record date).

Deposits

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Management Discussion and Analysis Report

A report on the Management Discussion and Analysis is appended to this Report.

Corporate Governance

The Company's Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred sum of Rs 2,79,747/-, the unclaimed/unpaid dividend amount pertaining to the Financial Year 2009-10, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018. The year wise details of unpaid and unclaimed amounts lying with the Company as on 11th August 2017 (date of last Annual General Meeting) are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA) www.iepf.gov.in and also available in the Company's website http://www.deccancements. com/shareholders-information.php. Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to transfer shares against which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF As per the Ministry of Corporate Affairs General Circular No. 12/2017 dated 16.10.2017, the Company has transferred 92770 equity shares belonging to 313 shareholders as on 31.10.2017 to Demat account of IEPF Authority held with NSDL. Further the unclaimed/unpaid shares pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh continue as independent directors on the Board of the Company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as independent director during the year.

During the year Mr. P Venugopal Raju (DIN: 00016548), Non-Executive Director resigned from the Board w.e.f 4th January 2018. The Board places on record its deep sense of appreciation for the valuable services rendered by him to the Board and the Company during his tenure as Director.

Pursuant to Section 152 of the Companies Act, 2013 Mr. M B Raju, Executive Chairman (DIN: 00016652) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2017-18 under review there was no change in Key Managerial Personnel position of the Company, Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer, and Mr. S K Mishra, Company Secretary continued as the Key Managerial Personnel of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company's website at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013 M/s. M Anandam & Co., Chartered Accountants, Secunderabad were appointed as Statutory Auditors of the Company in the thirty seventh annual general meeting of the Company held on 11th August 2017 for a period of five years i.e. till the conclusion of the forty second annual general meeting to be held in the year 2022, subject to ratification of their appointment at every annual general meeting.

First proviso to Section 139(1) of the Companies Act, 2013 which requires yearly ratification of appointment of Statutory Auditors by the Shareholders in each Annual General Meeting has been omitted w.e.f. 7th May 2018. Accordingly the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Notes on the financial statements referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2018-19. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Tumuluru & Company, Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2018 is annexed to this Report (Annexure II).

Board Meetings

During the year, Four (4) meetings of the Board were convened and held. The details of the meetings of the Board are furnished in the Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, relating to Directors' Responsibility Statement, your Directors, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2018 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2018 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters has been disclosed in the Corporate Governance Report, which forms part of this Report.

Particulars of loans, guarantees or investments under Section 186

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or arrangement with related parties referred under Section 188(1)

The Company had not entered into any arrangement / transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arm's length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 30 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website www.deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31st March 2018 are given in Annexure III.

Internal Control Systems and its Adequacy

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management

The Company has framed a Risk Management Policy and details of policy are disclosed in the company's website www.deccancements.com. The

Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company www.deccancements.com.

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2017-18 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V.

During the financial year under review, none of the Company's employees are in receipt of remuneration more than the limit prescribed under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Prevention of Sexual Harassment Policy

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder. During the financial year ended 31st March 2018, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry.

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

 

For and on behalf of the Board

 

M B Raju

Place : Hyderabad

Executive Chairman

Date : 29.05.2018

DIN: 00016652

Annexure I

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Deccan Cements Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 (herein after called as Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of:

a. Foreign Direct Investment - (Not Applicable during the Audit period)

b. Overseas Direct Investment - (Not Applicable during the Audit period)

c. External Commercial Borrowings-(Not Applicable during the Audit period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable for the Audit Period)

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable for the Audit Period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008; (Not Applicable for the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable for the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable for the Audit Period)

vi. We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test- check basis, the Company has complied with the following laws applicable specifically to the Company:

a. Cement (Quality Control) Order, 2003

b. Cement Cess Rules, 1993

c. The Electricity Act, 2003

d. The Mines Act, 1952

e. Mines and Minerals (Development & Regulation) Act, 1957

f. The Forest Conservation Act, 1980

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that -

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Company has spent a sum of Rs.1,16,54,292/- towards Corporate Social Responsibility during the Financial Year 2017-18, while 2% of the average net profits of the three preceding financial years was Rs 1,16,50,182/-

 

For Tumuluru & Company

 

Company Secretaries

Place : Hyderabad

B V Saravana Kumar

Date : 29.05.2018

Partner

 

ACS No. : 26944

 

C. P. No. : 11727

Note: This report is to be read with our letter of even date by the Secretarial Auditors, which is annexed as Enclosure A and forms an integral part of this report.

Enclosure -A

To

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For Tumuluru & Company

 

Company Secretaries

 

B V Saravana Kumar

 

Partner

Place: Hyderabad

ACS No. : 26944

Date: 29.05.2018

C. P. No. : 11727

Annexure II

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I Registration and Other Details:

(i)

CIN

L26942TG1979PLC002500

(ii)

Registration Date

31.07.1979

(iii)

Name of the Company

Deccan Cements Limited

(iv)

Category / Sub-Category of the Company

Public Company - Limited by Shares

(v)

Address of the registered office and contact details

6-3-666/B, 'Deccan Chambers', Somajiguda, Hyderabad - 500 082, Telangana

(vi)

Whether listed company (Yes / No)

Yes

(vii)

Name, Address and contact details of Registrar and Transfer Agent, if any;

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad 500 032 Phone No: 040-67162222, Fax No: 040-23001153 Email id: einward.ris@karvy.com, Website: www.karvycomputershare.com

II. Principal Business Activities of the Company:

SL No.

Name and Description of Main Products Services

NIC Code of the Product

% to total turnover of the Company

1

• Manufacturing of Cement in form of Clinker

23941

0

• Manufacturing of Portland Cement, Slag Cement and similar

23942

98.88%

2

• Generation of Electricity

35101 /35102 /35106

1.05%

III. Particulars of Holding, Subsidiary and Associate Companies: NIL

IV Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity): (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year as on 01.04.2017

No. of Shares held at the end of the year as on 31.03.2018

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

                 

(1) Indian

                 

a) Individual / HUF

741631

0

741631

10.59

1483262

0

1483262

10.59

0

b) Central Govt.

0

0

0

0

0

0

0

 

0

c) State Govt.(s)

0

0

0

0

0

0

0

 

0

d) Bodies Corp.

3169393

0

3169393

45.25

6338786

0

6338786

45.25

0

e) Banks / Fl

0

0

0

0

0

0

0

 

0

f) Any other

24273

0

24273

0.35

48546

0

48546

0.35

0

Sub-total (A) (1)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

(2) Foreign

                 

a) NRI(s) Individual (s)

0

0

0

0

0

0

0

0

0

b) Other- Individual

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

0

d) Banks/FI's

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total A (2)

0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A) =A(1) + A(2)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

B. Public Shareholding

                 

1. Institutions

                 

a) Mutual Funds

788706

2500

791206

11.30

1936708

2800

1939508

13.85

2.55

b) Banks / Fl

2316

494

2810

0.04

28

988

1016

0.01

-0.03

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govt.(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

39040

350

39390

0.56

249627

700

250327

1.79

1.22

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1)

830062

3344

833406

11.90

2186363

4488

2190851

15.64

3.74

2. Non-Institutions

                 

(a) Bodies Corp.

                 

(i) Indian

431279

5610

436889

6.24

782649

4420

787069

5.62

-0.62

(ii) Overseas

0

0

0

0

0

0

0

0

0

(b) Individuals

                 

(i) Individual shareholders holding nominal share capital upto Rs 1 Lakh

894574

226771

1121345

16.01

1558354

326541

1884895

13.46

-2.55

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh

68145

0

68145

0.97

144200

0

144200

1.03

0.06

(c) Others (specify)

                 

- Non Resident Indians

590534

0

590534

8.43

1003461

0

1003461

7.16

-1.27

- NRI Non Repatriation

10379

0

10379

0.15

21090

0

21090

0.15

0

- Clearing Members

7675

0

7675

0.11

12410

0

12410

0.09

-0.02

- Trust

0

0

0

0

0

0

0

0.00

0

- NBFCs Registered with RBI

80

0

80

0

160

0

160

0.00

0

-IEPF

0

0

0

0

92770

0

92770

0.66

0.66

Sub-total B(2)

2002666

232381

2235047

31.91

3615094

330961

3946055

28.17

-3.74

Total Public Shareholding (B) =B(1) + B(2)

2832728

235725

3068453

43.81

5801457

335449

6136906

43.81

0

C. Shares held by Custodian for GDR & ADR

0

0

0

0.00

0

0

0

0.00

0

Grand Total (A+B+C)

6768025

235725

7003750

100

13672051

335449

14007500

100

0

^Post sub-division of shares

(ii) Shareholding of Promoter (including Promoter Group):

SI No.

Shareholder's Name

Shareholding at the beginning of the year as on 01.04.2017

^Share holding at the end of the yearas on 31.03.2018

% change in share holding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1.

Melvillie Finvest Ltd

2301856

32.87

0.00

4603712

32.87

0.00

0.00

2.

Satyasai Investments & Leasing Ltd

523737

7.48

0.00

1047474

7.48

0.00

0.00

3.

Bangar Raju Manthena

503343

7.19

0.00

1160921

8.29

0.00

1.10

4.

DCL Securities Ltd

256000

3.66

0.00

512000

3.66

0.00

0.00

5.

Manthena Bangarraju HUF

154235

2.20

0.00

0

0

0.00

-2.20

6.

DCL Exim Limited

87800

1.25

0.00

175600

1.25

0.00

0.00

7.

Lakshmi Manthena

65050

0.93

0.00

284335

2.03

0.00

1.10

8.

Parvathi Penmetcha

19003

0.27

0.00

38006

0.27

0.00

0.00

9.

Anirudh Raju Penmetcha (PAC)

11423

0.16

0.00

22846

0.16

0.00

0.00

10.

Aishwarya Penmetcha (PAC)

10750

0.15

0.00

21500

0.15

0.00

0.00

11.

P Varun Raju Kumar (PAC)

1000

0.01

0.00

2000

0.01

0.00

0.00

12.

Penumatcha Venkata Ramachandra Raju (PAC)

800

0.01

0.00

1600

0.01

0.00

0.00

13.

Venugopal Raju Penmetcha (PAC)

300

0

0.00

600

0

0.00

0.00

 

Total

3935297

56.19

0.00

7870594

56.19

0.00

0.00

 

^Post sub-division of shares.

(iii) Change in Promoters' (including Promoter Group) Shareholding:

Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

7870594

56.19

   

Changes during the year

0

0.00

   

At the end of the year 31.03.2018

7870594

56.19

       

Cumulative shareholding during the year

Name: Bangar Raju Manthena

     

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

1006686

7.19

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

1160921

8.29

Name: Lakshmi Manthena

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

130100

0.93

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

     

284335

2.03

Name: Manthena Bangarraju HUF

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

 

308470

2.20

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

 

308470

*lnter-se Transfer

308470

2.20

At the end of the year 31.03.2018

     

0

0.00

*lnter-se Transfer of shares amongst the promoter and promoter group shareholders involving transfer of entire shareholding of Manthena Bangar Raju HUF (3,08,470 shares) to Bangar Raju Manthena (1,54,235 shares) and to Lakshmi Manthena (1,54,235 shares). No change in aggregate shareholding of promoter and promoter group.

iv) Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDR and ADR):

1. UTI-MID Cap Fund

Cumulative shareholding during the year

No. of Shares (post split)

% of total shares of the company

At the beginning of the year 01.04.2017

369269

5.27

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

369269

 

Share Split

738538

5.27

22/12/2017

671655

 

Purchase

1410193

10.07

22/12/2017

 

738538

Purchase

671655

4.79

At the end of the year 31.03.2018

671655

4.79

   

2. Keswani Harish

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

311990

4.45

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-315

Sale

311675

4.45

15/09/2017

311675

 

Share Split

623350

4.45

16/02/2018

 

-22365

Sale

600985

4.29

At the end of the year 31.03.2018

600985

4.29

   

3. IL and FS Trust Company Limited

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

277963

3.97

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-188

Sale

277775

3.97

19/05/2017

 

-3050

Sale

274725

3.92

26/05/2017

 

-10009

Sale

264716

3.78

02/06/2017

100

 

Purchase

264816

3.78

09/06/2017

1200

 

Purchase

266016

3.80

16/06/2017

2940

 

Purchase

268956

3.84

23/06/2017

4923

 

Purchase

273879

3.91

30/06/2017

5224

 

Purchase

279103

3.99

07/07/2017

 

-628

Sale

278475

3.98

14/07/2017

6933

 

Purchase

285408

4.08

21/07/2017

2675

 

Purchase

288083

4.11

28/07/2017

4400

 

Purchase

292483

4.18

04/08/2017

4541

 

Purchase

297024

4.24

11/08/2017

3678

 

Purchase

300702

4.29

18/08/2017

4042

 

Purchase

304744

4.35

25/08/2017

3926

 

Purchase

308670

4.41

01/09/2017

7355

 

Purchase

316025

4.51

15/09/2017

243935

 

Purchase & share split

559960

4.00

22/09/2017

2176

 

Purchase

562136

4.01

29/09/2017

 

-15000

Sale

547136

3.91

06/10/2017

1422

 

Purchase

548558

3.92

27/10/2017

7204

 

Purchase

555762

3.97

31/10/2017

3196

 

Purchase

558958

3.99

03/11/2017

1245

 

Purchase

560203

4.00

10/11/2017

754

 

Purchase

560957

4.00

17/11/2017

21658

 

Purchase

582615

4.16

24/11/2017

10123

 

Purchase

592738

4.23

01/12/2017

 

-577

Sale

592161

4.23

08/12/2017

990

 

Purchase

593151

4.23

15/12/2017

11267

 

Purchase

604418

4.31

22/12/2017

7663

 

Purchase

612081

4.37

29/12/2017

4111

 

Purchase

616192

4.40

05/01/2018

 

-10000

Sale

606192

4.33

12/01/2018

770

 

Purchase

606962

4.33

19/01/2018

4632

 

Purchase

611594

4.37

26/01/2018

772

 

Purchase

612366

4.37

02/02/2018

746

 

Purchase

613112

4.38

16/02/2018

 

-49000

Sale

564112

4.03

23/02/2018

1445

 

Purchase

565557

4.04

02/03/2018

984

 

Purchase

566541

4.04

09/03/2018

1154

 

Purchase

567695

4.05

16/03/2018

4240

 

Purchase

571935

4.08

23/03/2018

6905

 

Purchase

578840

4.13

At the end of the year 31.03.2018

   

578840

4.13

4. Ricky Ishwardas Kirpalani

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

273090

3.90

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-11470

Sale

261620

3.74

28/04/2017

214209

 

Purchase

475829

6.79

28/04/2017

 

-250000

Sale

225829

3.22

26/05/2017

 

-2363

Sale

223466

3.19

02/06/2017

 

-12291

Sale

211175

3.02

09/06/2017

 

-3939

Sale

207236

2.96

23/06/2017

 

-422

Sale

206814

2.95

07/07/2017

 

-263

Sale

206551

2.95

14/07/2017

 

-2257

Sale

204294

2.92

21/07/2017

 

-6796

Sale

197498

2.82

15/09/2017

197498

 

Share split

394996

2.82

At the end of the year 31.03.2018

   

394996

2.82

5. HSBC Infrastructure Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

228183

3.26

Date

Increase (+)

Decrease

(-)

Reason

   

16/06/2017

 

-2000

Sale

226183

3.23

23/06/2017

 

-5924

Sale

220259

3.14

15/09/2017

220259

 

Share split

440518

3.14

22/12/2017

45000

 

Purchase

485518

3.47

12/01/2018

46980

 

Purchase

532498

3.80

19/01/2018

80000

 

Purchase

612498

4.37

26/01/2018

3300

 

Purchase

615798

4.40

23/03/2018

 

-1551

Sale

614247

4.39

At the end of the year 31.03.2018

   

614247

4.39

6. IDFC Classic Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

142554

2.04

Date

Increase (+)

Decrease

(-)

Reason

   

05/05/2017

1000

 

Purchase

143554

2.05

30/06/2017

1257

 

Purchase

144811

2.07

01/09/2017

1313

 

Purchase

146124

2.09

15/09/2017

146124

 

Share split

292248

2.09

29/09/2017

118

 

Purchase

292366

2.09

06/10/2017

1119

 

Purchase

293485

2.10

13/10/2017

315

 

Purchase

293800

2.10

20/10/2017

125

 

Purchase

293925

2.10

27/10/2017

4836

 

Purchase

298761

2.13

31/10/2017

617

 

Purchase

299378

2.14

24/11/2017

14300

 

Purchase

313678

2.24

01/12/2017

28000

 

Purchase

341678

2.44

15/12/2017

1200

 

Purchase

342878

2.45

22/12/2017

 

-25467

Sale

317411

2.27

29/12/2017

 

-39430

Sale

277981

1.98

05/01/2018

39430

 

Purchase

317411

2.27

12/01/2018

1800

 

Purchase

319211

2.28

19/01/2018

 

-84007

Sale

235204

1.68

16/03/2018

20000

 

Purchase

255204

1.82

At the end of the year 31.03.2018

   

255204

1.82

7. Investor Education And Protection Fund Authority (IEPF)

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

30/11/2017

92770

 

Statutory transfer

92770

0.66

At the end of the year 31.03.2018

   

92770

0.66

8. UTIA/C India Fund Unit Scheme 1986

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

22/12/2017

66883

 

Purchase

66883

0.48

29/12/2017

3050

 

Purchase

69933

0.50

At the end of the year 31.03.2018

   

69933

0.50

   

9. L&T Mutual Fund Trustee Limited-L&T Emerging Business Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

47400

0.68

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

98020

 

Purchase & Share split

145420

1.04

22/09/2017

1565

 

Purchase

146985

1.05

29/09/2017

26162

 

Purchase

173147

1.24

06/10/2017

41

 

Purchase

173188

1.24

13/10/2017

5476

 

Purchase

178664

1.28

20/10/2017

4757

 

Purchase

183421

1.31

27/10/2017

11648

 

Purchase

195069

1.39

12/01/2018

36000

 

Purchase

231069

1.65

19/01/2018

25000

 

Purchase

256069

1.83

23/02/2018

67000

 

Purchase

323069

2.31

At the end of the year 30.03.2018

323069

2.31

   

10. Fidelity Investment Trust Fidelity Emerging Market Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

35374

0.51

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

3317

 

Purchase

38691

0.55

14/04/2017

1437

 

Purchase

40128

0.57

21/04/2017

1871

 

Purchase

41999

0.60

28/04/2017

2952

 

Purchase

44951

0.64

12/05/2017

476

 

Purchase

45427

0.65

19/05/2017

7232

 

Purchase

52659

0.75

26/05/2017

6036

 

Purchase

58695

0.84

02/06/2017

5672

 

Purchase

64367

0.92

07/07/2017

1773

 

Purchase

66140

0.94

14/07/2017

628

 

Purchase

66768

0.95

21/07/2017

740

 

Purchase

67508

0.96

28/07/2017

5515

 

Purchase

73023

1.04

25/08/2017

5977

 

Purchase

79000

1.13

15/09/2017

79000

 

Purchase & Share split

158000

1.13

29/09/2017

5393

 

Purchase

163393

1.17

06/10/2017

2682

 

Purchase

166075

1.19

13/10/2017

3490

 

Purchase

169565

1.21

10/11/2017

320

 

Purchase

169885

1.21

17/11/2017

7337

 

Purchase

177222

1.27

24/11/2017

2439

 

Purchase

179661

1.28

01/12/2017

2970

 

Purchase

182631

1.30

08/12/2017

2471

 

Purchase

185102

1.32

15/12/2017

1453

 

Purchase

186555

1.33

26/01/2018

1900

 

Purchase

188455

1.35

02/02/2018

2944

 

Purchase

191399

1.37

09/02/2018

5635

 

Purchase

197034

1.41

16/02/2018

3199

 

Purchase

200233

1.43

23/02/2018

8013

 

Purchase

208246

1.49

At the end of the year 31.03.2018

   

208246

1.49

11. Pratibhuti Viniyog Limited-Investment A/c

 

Cumulative shareholding during the year

 

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

25000

0.36

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

25000

 

Share split

50000

0.36

At the end of the year 31.03.2018

   

50000

0.36

12.Preeta Nath

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

22515

0.32

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

22515

 

Share split

45030

0.32

At the end of the year 31.03.2018

45030

0.32

v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

Name

Designation

Shareholding at the beginning of the year 1st April 2017

Shareholding at the end of the year 31st March 2018

No. of Shares

% of total shares of the company

No. of Shares^

% of total shares of the company

1

Mr. M B Raju

Executive Chairman

503343

7.19

1160921

8.29

2

Dr. S A Dave

Independent Director

0

0

0

0

3

Mr. Umesh Shrivastava

Independent Director

3580

0.05

7160

0.05

4

Mr. J Narayanamurty

Independent Director

0

0

0

0

5

Mr. KP Singh

Independent Director

0

0

0

0

6

Mr. R Gopalakrishnan

Non-Executive Director

0

0

0

0

7

Mr. P Venugopal Raju*

Non-Executive Director

300

0

600

0

8

Ms. P Parvathi

Managing Director

19003

0.27

38006

0.27

9

Mr. R V A Narasimha Rao

Chief Financial Officer

0

0

0

0

10

Mr. S K Mishra

Company Secretary

0

0

0

0

^Post sub-division of shares. *Resigned w.e.f.04.01.2018

V. Indebtedness:

Indebtness of the Company including interest outstanding / accrued but not due for payment

       

(Rs in Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year 01.04.2017

     

(i) Principal Amount

952.66

1,125.00

-

2,077.66

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

10.86

0

-

10.86

Total ( i + ii + iii )

963.52

1,125.00

-

2,088.52

Change in Indebtedness during the financial year

     

Addition

0

350.00

-

350.00

Reduction

760.47

0

-

760.47

Net Change

-760.47

350.00

-

-410.47

Indebtedness at the end of the financial year 31.03.2018

     

(i) Principal Amount

203.04

1,475.00

-

1,678.04

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

0

0

-

0

Total ( i + ii + iii )

203.04

1,475.00

-

1,678.04

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole Time Director and / or Manager:

(Amount in Rs.)

     

Name of MD / WTD / Manager

 

SI. No.

 

Particulars of Remuneration

Mr. M B Raju - Executive Chairman

Ms. P Parvathi - Managing Director

Total Amount

1

Gross Salary-

6,000,000

9,180,000

15,180,000

 

fa)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

     
 

(b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

5,106,880

1,663,971

6,770,851

 

(c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

-

-

-

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

12,954,924

12,954,924

25,909,848

-Other, specify

-

-

-

5

Others, Please specify

-

-

-

Total (A)

24,061,804

23,798,895

47,860,699

Ceiling as

per the Act

32,387,310

32,387,310

64,774,620

B. Remuneration to other Directors:

     

(Amount in Rs.)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. P V G Raju

Mr. R Gopalakrishnan

Dr. SA Dave

Mr. U Shrivastava

Mr. J Narayanamurty

Mr. KP Singh

1.

Independent Directors

           
 

Fee for attending board committee meetings

N.A

N.A

70,000

92,500

102,500

72,500

337,500

 

Commission

N.A

N.A

166,667

166,667

166,667

166,667

666,668

 

Others, please specify

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (1)

0

0

236,667

259,167

269,167

239,167

1,004,168

2.

Other Non-Executive Directors

         
 

Fee for attending board meetings

70,000

80,000

N.A

N.A

N.A

N.A

150,000

 

Commission

166,667

166,667

N.A

N.A

N.A

N.A

333,334

 

Others

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (2)

236,667

246,667

0

0

0

0

483,334

Total (B) = (1+2)

236,667

246,667

236,667

259,167

269,167

239,167

1,487,502

Overall ceiling as per the Act

         

6,477,462

C. Remuneration to Key Managerial Personnel other than MD / Manager /WTD:

(Amount in Rs )

SI. No.

   

Name of Key Managerial Personnel

Total Amount

 

Particulars of Remuneration

Mr. RVA Narasimha Rao Chief Financial Officer (CFO)

Mr. S K Mishra Company Secretary

1

Gross Salary-

     

a)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

3,604,560

1,727,067

5,331,627

b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

NIL

NIL

NIL

c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

NIL

NIL

NIL

-Other, specify

NIL

NIL

NIL

5

Others, Please specify

NIL

NIL

NIL

 

Total

3,604,560

1,727,067

5,331,627

VII. Penalties / Punishment / Compounding offences:

There being no penalties / punishment / Compounding offences on company or directors or any other officers, hence not applicable.

Annexure III

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Measures are taken to reduce energy consumption by using energy-efficient equipments. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has two non-conventional power plant one is 2.025 MW capacity Wind Power Project and the other unit is a 3.75 MW Mini Hydel Project.

Disclosure of Particulars with Respect to Conservation of Energy

I)

Power and Fuel Consumption

Current Year 2017-18

Previous Year 2016-17

1.

Electricity

   
 

(a) Purchased

   
 

Unit: (KWH - Lakh)

122.75

112.79

 

Total Amount (? in Lakh)

1090.43

1018.26

 

Average rate per unit (?)

9.67

9.02

 

(b) Own Generation

   
 

(i) Through diesel generator

   
 

Units Generated (KWH - Lakh)

0.010

0.003

 

Total Amount (? in Lakh)

2.153

0.99

 

Rate per unit (?)

210.46

306.06

 

Units per Liter of Diesel Oil (?)

0.48

0.24

 

(ii) Thermal Generation (CPP)

   
 

Units Generated (KWH - Lakh)

1189.55

1079.92

 

Total Amount (? in Lakh)

5061.08

4258.67

 

Rate per unit (?)

4.25

3.94

2.

Coal (C & D Grade): Used as fuel in kiln

   
 

Quantity (Million K Cal)

925234

877416

 

Total Cost (? in Lakh)

11396.21

9545.64

 

Average Rate (Rs. / Million K Cal)

1231.71

1087.93

II)

Power and Fuel consumption per unit of production

   
 

Electricity (KWH / Tonne of Cement)

80

79

 

Coal %

17.16

14.25

B.

Technology Absorption:

 
 

a) Research & Development (R&D)

: Not Applicable

 

b) Technology Absorption, Adaption and Innovation

: Not Applicable

C. Foreign Exchange Earnings And Outgo-

a. Activities relating to exports; initiatives taken to increase exports; development of new export markets or products and services and export plans:

The Company presently has no export business on hand.

b. Total foreign exchange used and earned:

   

(Rs. in Lakh)

Particulars

Current Year 2017-18

Previous Year 2016-17

Used

17.18

4.03

Earned

NIL

NIL

Annexure IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 1. A brief outline of the Company's CSR policy:

In compliance with the requirements of Section 135 of the Companies Act, 2013 your company has constituted a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated a CSR Policy indicating the areas in which activities are to be undertaken. The CSR Policy of the Company is available at http://www.deccancements.com/pdf/CSRPolicy.pdf. As per the Policy, the Company during the year has undertaken the CSR activities in areas of promoting education, preventive health care and rural development projects which have benefitted the community at large. These projects are in accordance with Schedule VII of the Companies Act, 2013.

2.

The composition of the CSR Committee:

 

Name of the Director

Category

Designation

 

Mr. K P Singh

Independent Director

Chairman

 

Mr. R Gopalakrishnan*

Non-Executive Director

Member

 

Mr. P Venugopal Raju**

Non-Executive Director

Member

 

Ms. P Parvathi

Managing Director

Member

*Inducted as a member w.e.f. 09.02.2018 **Ceasedto be a member w.e.f. 04.01.2018

3.

Average net profit of the company for the last three financial years

: Rs 5825.09 Lakh

4.

Prescribed CSR expenditure

: Rs 116.50 Lakh

5.

Details of CSR spent during the financial year:

 
 

a) Amount to be spent for the Financial Year 2017-18;

: Rs 116.50 Lakh

 

b) Amount unspent, if any

: NIL

 

c) Manner in which the amount spent during the financial year 2017-18 is detailed below:

             

(Rs in Lakh)

SI No

CSR Project or Activity identified

Sector in which the projects is covered

Projects or programmes (1) Local areas (2) State and district where projects or programs was undertaken

Amount Outlay (Budget)

Amount spent on the Projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing agency

     

DCL High School

41 86

41 86

41 86

Direct

 

Promoting education especially for children and for remote backward areas -Item No (ii) of the Schedule VII

Promoting Education

Schools of surrounding villages of our cement plant area

1 26

1 26

1 26

Direct

1

Posters & Stickers on Child Labour at Miryalguda

010

010

010

Direct

   

Districts of Telangana and Andhra Pradesh

1 43

1 43

1 43

Janahita

     

Ortho & Cardie Camp at surrounding villages

1.00

0.99

0.99

Direct

2

Promoting Health Care - Item No. (i) of the Schedule VII

Promoting Health Care including preventive health care and sanitation

Medical Camp - Gynec, Opthamalogy & General at surrounding villages

1.30

1.34

1.34

Direct

 

Ambulance Vehicle Hyderabad

15.00

15.00

15.00

L V Prasad Eye Hospital

     

Construction of Toilets in two Government Schools at Sircilla

12.00

12.00

12.00

Dist. Collector Sircilla

3

Facilities for Senior Citizens- Item No. (iii) of the Schedule VII

Facilities for Senior Citizen

Wheel Chair Ramp at Guntur Railway Station

0.50

0.48

0.48

Direct

4

Promote Rural Sports - Item No. (vii) of the Schedule VII

Promoting Rural Sports

Prizes Sponsor to Sports Meet -G.W.S.at Kalmet Thanda

0.30

0.33

0.33

Direct

5

Rural Development Projects- Item No. (x) of the Schedule VII

Rural Development projects

Providing construction material and cement for construction of houses, road and other public utilities at Janpahad Village; Palakaveedu Mandal.

36.75

36.75

36.75

Direct

     

Development activities at Suryapet District

5.00

5.00

5.00

Dist. Collector Suryapet

   

Total

 

116.50

116.54

116.54

 

6. In case the company has failed to spend the prescribed 2% of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board's report: Not Applicable

7. Responsibility Statement:

The Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Place :

Hyderabad

P Parvathi

K P Singh

Date :

29.05.2018

Managing Director

Chairman, CSR Committee

   

DIN:00016597

DIN: 02951522

Annexure V

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Designation

Ratio of remuneration

Mr. M B Raju

Executive Chairman

73.35

Mr. U Shrivastava

Independent Director

0.79

Dr. S A Dave

Independent Director

0.72

Mr. J Narayanamurty

Independent Director

0.82

Mr. K P Singh

Independent Director

0.73

Mr. R Gopalakrishnan

Non-Executive Director

0.75

Ms. P Parvathi

Managing Director

72.55

ii) The percentage increase in remuneration of each directors, chief financial officer, Company secretary, if any in the financial year.

Name of Directors / KMP

Designation

% increase in Remuneration

Mr. M B Raju

Executive Chairman

-5.27

Mr. U Shrivastava

Independent Director

N.A.

Dr. S A Dave

Independent Director

N.A.

Mr. J Narayanamurty

Independent Director

N.A.

Mr. K P Singh

Independent Director

N.A.

Mr. R Gopalakrishnan

Non-Executive Director

N.A.

Ms. P Parvathi

Managing Director

-1.10

Mr. RVANarasimha Rao

Chief Financial Officer

26.01

Mr. S K Mishra

Company Secretary

19.50

Note: The Independent Directors and Non-Executive Directors of the Company are entitled only for sitting fee and commission as per the statutory provisions and within the limits approved by the shareholders.

iii) The percentage increase in the median remuneration of Employees for the financial year: 18.15%. iv) There were 313 permanent employees as on 31st March 2018.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration:

The average increase in the remuneration of employees excluding KMPs during FY 2017-18 was 10.61 % and the average increase in the remuneration of KMPs was -1.08 %.

vi) The key parameters for any variable component of remuneration availed by the directors:

Each of the Executive Directors of the company are entitled for a commission @ 2% of the net profit of the Company. All the Non-executive Directors collectively are entitled for commission @ 1% of the net profit of the company subject to a maximum of Rs. 10 Lakh per annum.

vii) The remuneration of Directors was as per the Remuneration Policy of the Company, viii) Details of Top 10 Employees:

SI. No.

Name

Designation

Remuneration (Annual) in Rs..

Qualification & Experience

Date of Commencement of Employment

Age

Last Employment Details

1

S Venkateswarlu

Sr. Vice President (Works)

41,53,374

B. Sc, MBA & 36 Years

02-04-2012

57

Plant Head -Athi River Mining Ltd.

2

RVA Narasimha Rao

Sr. Vice President (Finance)

36,04,560

M Com, CA & 33 Years

19-08-2013

59

CFO-Maa Mahamaya Industries Ltd.

3

M Krishnam Raju

Sr. Vice President (Marketing)

28,79,987

M Com, PGDPM & 34 Years

01-02-1993

58

Sales Officer -Andhra Cements Ltd.

4

U Raghavendra Varma

General Manager (E&l)

22,23,379

B Tech (EEE) & 31 Years

17-03-2012

55

Dy. GM (Works) - NCL Industries Ltd.

5

C Ramesh Reddy

General Manager (Marketing)

16,85,077

B com, MBA, LIB & 24 Years

10-10-2008

47

Dy. Manager (Sales) - Ultra Tech Cement Ltd.

6

AVS Seshu

General Manager (Purchase)

17,31,500

BE (Mech Eng) & 25 Years

07-05-2012

50

Sr. Manager (Materials) - Vijai Electricals Ltd

7

S K Mishra

General Manager (Legal) & Company Secretary

17,27,067

B Com (Hons), LIB, PCS & 15 Years

26-07-2012

40

Company Secretary - KSK Mahanadi Power Company Ltd

8

V Shyam Prakash

Dy. General Manager (Marketing)

16,34,687

B Tech, MBA & 24 Years

05-11-2008

49

Manager (Marketing) -Zuari Cement Ltd.

9

S Nagamalleswara Rao

Asst. General Manager (P&A)

12,96,260

LIB, MA & 29 Years

17-07-2015

53

Sr. Manager (HR) -Anjani Portland Cement Ltd.

10

P Srinivasa Rao

Chief Manager (Mechanical)

13,58,396

B Tech (Mech Engg) & 23 Years

06-01-2011

50

Dy. Manager (Mechanical) -India Cements Ltd.

Note:

• All the above employees are under regular employment contract.

• None of the above employees holds any shares in the Company.

• None of the above employees is relative of any director of the company. 

BOARD'S REPORT

Dear Shareholders,

The Directors of your company are glad to present the 38th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2018.

Financial Results

The Financial Results for the year ended 31st March 2018 are summarized below:

   

(Rs. in Lakh)

Particulars

2017-18

2016-17

Revenue from

   

operations

59442.25

58672.64

Other Income (net)

395.42

241.60

Total Income

59837.67

58914.24

Less:

   

Operating expenses

50918.15

48700.54

Depreciation and amortization expenses

2268.99

2172.38

Total expenses

53187.14

50872.92

Profit before Finance

   

cost and Tax

6650.53

8041.32

Less: Finance cost

566.23

683.55

Current tax

1812.86

2315.10

Deferred tax

416.51

355.60

Net Profit after Tax

3854.93

4687.07

Other comprehensive income

(44.06)

(9.96)

Total comprehensive income for the year

3810.87

4677.11

Profit brought forward from previous year

26641.19

22469.86

Profit available for Appropriation

30452.06

27146.97

Company for the current year was at Rs.3854.93 Lakh as compared to the previous year profit of Rs 4687.07 Lakh. During the year there is no change of business.

The Financial statements are required to be presented in accordance with the Ind-AS requirements from the financial year 2017-18 shows that there is an increase in revenues by just 1% though the volume growth is about 9.80%. As per Ind-AS requirements VAT / GST, rebates and discounts are reduced from the Gross revenue. For the sake of better understanding of the changes that took place given below the Gross and the Net Revenue details as disclosed in the financial statements:

Results of Operations

The Company recorded satisfactory performance during the year under review. The profit aftertax of the

   

(Rs in Lakh)

Particulars

Year ended 31 March 2018

Year ended 31 March 2017

Sale of products

   

(a) Cement - Gross

   

Revenue

83,361.13

73,168.06

VAT

2,652.99

8,764.24

GST

13,729.77

-

Rebates

8,199.25

6,241.66

Cement - Net Revenue

58,779.12

58,162.16

(b) Power

   

(Net of charges for wheeling, banking)

   

Wind

93.92

182.24

Hydel

337.40

190.99

Thermal

192.40

54.04

Power - Net revenue

623.72

427.27

Other operating revenues

   

Scrap sales

39.41

83.21

Revenue (Net of Taxes and Rebates)

59,442.25

58,672.64

Operational Results are further elaborated in the Management Discussion and Analysis Report.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistent basis, your directors are pleased to recommend a dividend of Rs 3/-per equity share i.e. @60% dividend on the Equity Share Capital of the Company, for the approval of the Members in the ensuing annual general meeting. The cash outflow for dividend, if declared as above, for the year ended 31st March 2018 will be Rs 420.23 Lakh and Rs 85.55 Lakh towards tax on dividend. The cash outflow for dividend declared for the previous year ended 31st March 2017 was also at the same amount.

Your directors have not proposed to transfer any sum to Reserves for the financial year 2017-18.

Capital Structure

During the financial year under review, the Shareholders in the 37th Annual General Meeting held on 11th August 2017 approved the sub-division of each equity share of the Company having face value of Rs 10/- each fully paid up into 2 equity shares of the face value of Rs 5/- each fully paid up share capital of the company. There was no change in the amount of authorised and paid-up share capital of the Company but the number of shares changed i.e. the authorised share capital of the Company changed from 100,00,000 (One Crore) equity shares of Rs 10/- each to 2,00,00,000 (Two Crore) equity shares of Rs 5/- each and paid-up capital of the Company changed from 70,03,750 (Seventy Lakh Three Thousand Seven Hundred Fifty) equity shares of Rs 10/- each to 1,40,07,500 (One Crore Forty Lakh Seven Thousand Five Hundred) equity shares of Rs 5/- each w.e.f 12.09.2017 (record date).

Deposits

During the year under review, the Company has not invited / accepted any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Management Discussion and Analysis Report

A report on the Management Discussion and Analysis is appended to this Report.

Corporate Governance

The Company's Report on Corporate Governance is attached to and forms part of this Report. Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year, the Company has transferred sum of Rs 2,79,747/-, the unclaimed/unpaid dividend amount pertaining to the Financial Year 2009-10, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018. The year wise details of unpaid and unclaimed amounts lying with the Company as on 11th August 2017 (date of last Annual General Meeting) are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA) www.iepf.gov.in and also available in the Company's website http://www.deccancements. com/shareholders-information.php. Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid.

Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to transfer shares against which dividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF As per the Ministry of Corporate Affairs General Circular No. 12/2017 dated 16.10.2017, the Company has transferred 92770 equity shares belonging to 313 shareholders as on 31.10.2017 to Demat account of IEPF Authority held with NSDL. Further the unclaimed/unpaid shares pertaining to the Financial Year 2010-11 is due for transfer to IEPF on 17th September 2018.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh continue as independent directors on the Board of the Company. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as independent director during the year.

During the year Mr. P Venugopal Raju (DIN: 00016548), Non-Executive Director resigned from the Board w.e.f 4th January 2018. The Board places on record its deep sense of appreciation for the valuable services rendered by him to the Board and the Company during his tenure as Director.

Pursuant to Section 152 of the Companies Act, 2013 Mr. M B Raju, Executive Chairman (DIN: 00016652) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. The Board recommends his reappointment.

Pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year 2017-18 under review there was no change in Key Managerial Personnel position of the Company, Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer, and Mr. S K Mishra, Company Secretary continued as the Key Managerial Personnel of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Independent Directors to familiarize them with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme are available on the Company's website at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013 M/s. M Anandam & Co., Chartered Accountants, Secunderabad were appointed as Statutory Auditors of the Company in the thirty seventh annual general meeting of the Company held on 11th August 2017 for a period of five years i.e. till the conclusion of the forty second annual general meeting to be held in the year 2022, subject to ratification of their appointment at every annual general meeting.

First proviso to Section 139(1) of the Companies Act, 2013 which requires yearly ratification of appointment of Statutory Auditors by the Shareholders in each Annual General Meeting has been omitted w.e.f. 7th May 2018. Accordingly the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Notes on the financial statements referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Aruna Prasad & Co., Cost Accountants, Chennai, has been reappointed by the Board of Directors as Cost Auditor of the Company for the Financial Year 2018-19. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, the matter is being placed before the Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Tumuluru & Company, Company Secretaries, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2018. The Secretarial Audit Report in Form MR-3 is annexed to this Report (Annexure I).

There has been no qualification, reservation, adverse remarks or disclaimer in the Secretarial Audit Report.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on 31st March 2018 is annexed to this Report (Annexure II).

Board Meetings

During the year, Four (4) meetings of the Board were convened and held. The details of the meetings of the Board are furnished in the Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, relating to Directors' Responsibility Statement, your Directors, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2018 and of the profit of the company for the year ended on that date;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts for the year ended 31st March 2018 on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters has been disclosed in the Corporate Governance Report, which forms part of this Report.

Particulars of loans, guarantees or investments under Section 186

The Company has not granted any loans, secured or unsecured, which falls under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or arrangement with related parties referred under Section 188(1)

The Company had not entered into any arrangement / transaction with related parties which is material in nature and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. Transactions entered by the Company with its related parties were on an arm's length basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 30 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy and the same is available on the Company's website www.deccancements.com.

Energy Conservation, Technology Absorption and Foreign Exchange

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of the Directors' Report for the year ended 31st March 2018 are given in Annexure III.

Internal Control Systems and its Adequacy

The details in respect of internal control and its adequacy are included in the Management Discussion & Analysis, which forms part of this report.

Risk Management

The Company has framed a Risk Management Policy and details of policy are disclosed in the company's website www.deccancements.com. The

Risk Management Policy envisages identification of risk and procedures for assessment and mitigation thereof.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition of the Committee is provided in the Corporate Governance Report. Your Company has formulated a Corporate Social Responsibility Policy, which has been approved by the Board indicating the projects or programs to be undertaken by the Company, in line with Schedule VII of the Act. The same is available on the website of the Company www.deccancements.com.

A brief outline of the CSR policy of the Company and the Annual Report on CSR activities undertaken during the year 2017-18 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of individual directors was carried out by the Board.

The detailed criteria in which the performance of the individual directors was carried out has been disclosed in the Corporate Governance Report.

The Performance evaluation of independent directors was done by the entire Board of Directors excluding the director being evaluated.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V.

During the financial year under review, none of the Company's employees are in receipt of remuneration more than the limit prescribed under Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Prevention of Sexual Harassment Policy

The Company has formulated a policy on Prevention of Sexual Harassment at workplace for women in the line with the requirements of the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 and the Rules made thereunder. During the financial year ended 31st March 2018, the Company has not received any Complaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry.

Your Directors take this opportunity to express their gratitude to Central and State Governments and their departments and the local authorities, the Banks, Dealers, Stockists and Customers for their continued guidance and support to the Company during the year under review.

Your Directors are also grateful to the shareholders for their confidence and faith reposed in the Company.

 

For and on behalf of the Board

 

M B Raju

Place : Hyderabad

Executive Chairman

Date : 29.05.2018

DIN: 00016652

Annexure I

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Deccan Cements Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 (herein after called as Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of:

a. Foreign Direct Investment - (Not Applicable during the Audit period)

b. Overseas Direct Investment - (Not Applicable during the Audit period)

c. External Commercial Borrowings-(Not Applicable during the Audit period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable for the Audit Period)

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable for the Audit Period)

e. The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008; (Not Applicable for the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable for the Audit Period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable for the Audit Period)

vi. We further report that having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test- check basis, the Company has complied with the following laws applicable specifically to the Company:

a. Cement (Quality Control) Order, 2003

b. Cement Cess Rules, 1993

c. The Electricity Act, 2003

d. The Mines Act, 1952

e. Mines and Minerals (Development & Regulation) Act, 1957

f. The Forest Conservation Act, 1980

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that -

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

(ii) Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

(iii) Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Company has spent a sum of Rs.1,16,54,292/- towards Corporate Social Responsibility during the Financial Year 2017-18, while 2% of the average net profits of the three preceding financial years was Rs 1,16,50,182/-

 

For Tumuluru & Company

 

Company Secretaries

Place : Hyderabad

B V Saravana Kumar

Date : 29.05.2018

Partner

 

ACS No. : 26944

 

C. P. No. : 11727

Note: This report is to be read with our letter of even date by the Secretarial Auditors, which is annexed as Enclosure A and forms an integral part of this report.

Enclosure -A

To

The Members,

Deccan Cements Limited

6-3-666/B, Deccan Chambers, Somajiguda, Hyderabad-500 082

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

For Tumuluru & Company

 

Company Secretaries

 

B V Saravana Kumar

 

Partner

Place: Hyderabad

ACS No. : 26944

Date: 29.05.2018

C. P. No. : 11727

Annexure II

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I Registration and Other Details:

(i)

CIN

L26942TG1979PLC002500

(ii)

Registration Date

31.07.1979

(iii)

Name of the Company

Deccan Cements Limited

(iv)

Category / Sub-Category of the Company

Public Company - Limited by Shares

(v)

Address of the registered office and contact details

6-3-666/B, 'Deccan Chambers', Somajiguda, Hyderabad - 500 082, Telangana

(vi)

Whether listed company (Yes / No)

Yes

(vii)

Name, Address and contact details of Registrar and Transfer Agent, if any;

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad 500 032 Phone No: 040-67162222, Fax No: 040-23001153 Email id: einward.ris@karvy.com, Website: www.karvycomputershare.com

II. Principal Business Activities of the Company:

SL No.

Name and Description of Main Products Services

NIC Code of the Product

% to total turnover of the Company

1

• Manufacturing of Cement in form of Clinker

23941

0

• Manufacturing of Portland Cement, Slag Cement and similar

23942

98.88%

2

• Generation of Electricity

35101 /35102 /35106

1.05%

III. Particulars of Holding, Subsidiary and Associate Companies: NIL

IV Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity): (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year as on 01.04.2017

No. of Shares held at the end of the year as on 31.03.2018

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

                 

(1) Indian

                 

a) Individual / HUF

741631

0

741631

10.59

1483262

0

1483262

10.59

0

b) Central Govt.

0

0

0

0

0

0

0

 

0

c) State Govt.(s)

0

0

0

0

0

0

0

 

0

d) Bodies Corp.

3169393

0

3169393

45.25

6338786

0

6338786

45.25

0

e) Banks / Fl

0

0

0

0

0

0

0

 

0

f) Any other

24273

0

24273

0.35

48546

0

48546

0.35

0

Sub-total (A) (1)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

(2) Foreign

                 

a) NRI(s) Individual (s)

0

0

0

0

0

0

0

0

0

b) Other- Individual

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

0

d) Banks/FI's

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total A (2)

0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A) =A(1) + A(2)

3935297

0

3935297

56.19

7870594

0

7870594

56.19

0

B. Public Shareholding

                 

1. Institutions

                 

a) Mutual Funds

788706

2500

791206

11.30

1936708

2800

1939508

13.85

2.55

b) Banks / Fl

2316

494

2810

0.04

28

988

1016

0.01

-0.03

c) Central Govt.

0

0

0

0

0

0

0

0

0

d) State Govt.(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

39040

350

39390

0.56

249627

700

250327

1.79

1.22

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1)

830062

3344

833406

11.90

2186363

4488

2190851

15.64

3.74

2. Non-Institutions

                 

(a) Bodies Corp.

                 

(i) Indian

431279

5610

436889

6.24

782649

4420

787069

5.62

-0.62

(ii) Overseas

0

0

0

0

0

0

0

0

0

(b) Individuals

                 

(i) Individual shareholders holding nominal share capital upto Rs 1 Lakh

894574

226771

1121345

16.01

1558354

326541

1884895

13.46

-2.55

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 Lakh

68145

0

68145

0.97

144200

0

144200

1.03

0.06

(c) Others (specify)

                 

- Non Resident Indians

590534

0

590534

8.43

1003461

0

1003461

7.16

-1.27

- NRI Non Repatriation

10379

0

10379

0.15

21090

0

21090

0.15

0

- Clearing Members

7675

0

7675

0.11

12410

0

12410

0.09

-0.02

- Trust

0

0

0

0

0

0

0

0.00

0

- NBFCs Registered with RBI

80

0

80

0

160

0

160

0.00

0

-IEPF

0

0

0

0

92770

0

92770

0.66

0.66

Sub-total B(2)

2002666

232381

2235047

31.91

3615094

330961

3946055

28.17

-3.74

Total Public Shareholding (B) =B(1) + B(2)

2832728

235725

3068453

43.81

5801457

335449

6136906

43.81

0

C. Shares held by Custodian for GDR & ADR

0

0

0

0.00

0

0

0

0.00

0

Grand Total (A+B+C)

6768025

235725

7003750

100

13672051

335449

14007500

100

0

^Post sub-division of shares

(ii) Shareholding of Promoter (including Promoter Group):

SI No.

Shareholder's Name

Shareholding at the beginning of the year as on 01.04.2017

^Share holding at the end of the yearas on 31.03.2018

% change in share holding during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1.

Melvillie Finvest Ltd

2301856

32.87

0.00

4603712

32.87

0.00

0.00

2.

Satyasai Investments & Leasing Ltd

523737

7.48

0.00

1047474

7.48

0.00

0.00

3.

Bangar Raju Manthena

503343

7.19

0.00

1160921

8.29

0.00

1.10

4.

DCL Securities Ltd

256000

3.66

0.00

512000

3.66

0.00

0.00

5.

Manthena Bangarraju HUF

154235

2.20

0.00

0

0

0.00

-2.20

6.

DCL Exim Limited

87800

1.25

0.00

175600

1.25

0.00

0.00

7.

Lakshmi Manthena

65050

0.93

0.00

284335

2.03

0.00

1.10

8.

Parvathi Penmetcha

19003

0.27

0.00

38006

0.27

0.00

0.00

9.

Anirudh Raju Penmetcha (PAC)

11423

0.16

0.00

22846

0.16

0.00

0.00

10.

Aishwarya Penmetcha (PAC)

10750

0.15

0.00

21500

0.15

0.00

0.00

11.

P Varun Raju Kumar (PAC)

1000

0.01

0.00

2000

0.01

0.00

0.00

12.

Penumatcha Venkata Ramachandra Raju (PAC)

800

0.01

0.00

1600

0.01

0.00

0.00

13.

Venugopal Raju Penmetcha (PAC)

300

0

0.00

600

0

0.00

0.00

 

Total

3935297

56.19

0.00

7870594

56.19

0.00

0.00

 

^Post sub-division of shares.

(iii) Change in Promoters' (including Promoter Group) Shareholding:

Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

7870594

56.19

   

Changes during the year

0

0.00

   

At the end of the year 31.03.2018

7870594

56.19

       

Cumulative shareholding during the year

Name: Bangar Raju Manthena

     

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

1006686

7.19

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

1160921

8.29

Name: Lakshmi Manthena

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

130100

0.93

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

154235

 

*lnter-se Transfer

154235

1.10

At the end of the year 31.03.2018

     

284335

2.03

Name: Manthena Bangarraju HUF

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017 (post split of shares)

 

308470

2.20

Date

Increase (+)

Decrease (-)

Reason

   

12/03/2018

 

308470

*lnter-se Transfer

308470

2.20

At the end of the year 31.03.2018

     

0

0.00

*lnter-se Transfer of shares amongst the promoter and promoter group shareholders involving transfer of entire shareholding of Manthena Bangar Raju HUF (3,08,470 shares) to Bangar Raju Manthena (1,54,235 shares) and to Lakshmi Manthena (1,54,235 shares). No change in aggregate shareholding of promoter and promoter group.

iv) Shareholding Pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDR and ADR):

1. UTI-MID Cap Fund

Cumulative shareholding during the year

No. of Shares (post split)

% of total shares of the company

At the beginning of the year 01.04.2017

369269

5.27

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

369269

 

Share Split

738538

5.27

22/12/2017

671655

 

Purchase

1410193

10.07

22/12/2017

 

738538

Purchase

671655

4.79

At the end of the year 31.03.2018

671655

4.79

   

2. Keswani Harish

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

311990

4.45

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-315

Sale

311675

4.45

15/09/2017

311675

 

Share Split

623350

4.45

16/02/2018

 

-22365

Sale

600985

4.29

At the end of the year 31.03.2018

600985

4.29

   

3. IL and FS Trust Company Limited

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

277963

3.97

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-188

Sale

277775

3.97

19/05/2017

 

-3050

Sale

274725

3.92

26/05/2017

 

-10009

Sale

264716

3.78

02/06/2017

100

 

Purchase

264816

3.78

09/06/2017

1200

 

Purchase

266016

3.80

16/06/2017

2940

 

Purchase

268956

3.84

23/06/2017

4923

 

Purchase

273879

3.91

30/06/2017

5224

 

Purchase

279103

3.99

07/07/2017

 

-628

Sale

278475

3.98

14/07/2017

6933

 

Purchase

285408

4.08

21/07/2017

2675

 

Purchase

288083

4.11

28/07/2017

4400

 

Purchase

292483

4.18

04/08/2017

4541

 

Purchase

297024

4.24

11/08/2017

3678

 

Purchase

300702

4.29

18/08/2017

4042

 

Purchase

304744

4.35

25/08/2017

3926

 

Purchase

308670

4.41

01/09/2017

7355

 

Purchase

316025

4.51

15/09/2017

243935

 

Purchase & share split

559960

4.00

22/09/2017

2176

 

Purchase

562136

4.01

29/09/2017

 

-15000

Sale

547136

3.91

06/10/2017

1422

 

Purchase

548558

3.92

27/10/2017

7204

 

Purchase

555762

3.97

31/10/2017

3196

 

Purchase

558958

3.99

03/11/2017

1245

 

Purchase

560203

4.00

10/11/2017

754

 

Purchase

560957

4.00

17/11/2017

21658

 

Purchase

582615

4.16

24/11/2017

10123

 

Purchase

592738

4.23

01/12/2017

 

-577

Sale

592161

4.23

08/12/2017

990

 

Purchase

593151

4.23

15/12/2017

11267

 

Purchase

604418

4.31

22/12/2017

7663

 

Purchase

612081

4.37

29/12/2017

4111

 

Purchase

616192

4.40

05/01/2018

 

-10000

Sale

606192

4.33

12/01/2018

770

 

Purchase

606962

4.33

19/01/2018

4632

 

Purchase

611594

4.37

26/01/2018

772

 

Purchase

612366

4.37

02/02/2018

746

 

Purchase

613112

4.38

16/02/2018

 

-49000

Sale

564112

4.03

23/02/2018

1445

 

Purchase

565557

4.04

02/03/2018

984

 

Purchase

566541

4.04

09/03/2018

1154

 

Purchase

567695

4.05

16/03/2018

4240

 

Purchase

571935

4.08

23/03/2018

6905

 

Purchase

578840

4.13

At the end of the year 31.03.2018

   

578840

4.13

4. Ricky Ishwardas Kirpalani

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

273090

3.90

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

 

-11470

Sale

261620

3.74

28/04/2017

214209

 

Purchase

475829

6.79

28/04/2017

 

-250000

Sale

225829

3.22

26/05/2017

 

-2363

Sale

223466

3.19

02/06/2017

 

-12291

Sale

211175

3.02

09/06/2017

 

-3939

Sale

207236

2.96

23/06/2017

 

-422

Sale

206814

2.95

07/07/2017

 

-263

Sale

206551

2.95

14/07/2017

 

-2257

Sale

204294

2.92

21/07/2017

 

-6796

Sale

197498

2.82

15/09/2017

197498

 

Share split

394996

2.82

At the end of the year 31.03.2018

   

394996

2.82

5. HSBC Infrastructure Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

228183

3.26

Date

Increase (+)

Decrease

(-)

Reason

   

16/06/2017

 

-2000

Sale

226183

3.23

23/06/2017

 

-5924

Sale

220259

3.14

15/09/2017

220259

 

Share split

440518

3.14

22/12/2017

45000

 

Purchase

485518

3.47

12/01/2018

46980

 

Purchase

532498

3.80

19/01/2018

80000

 

Purchase

612498

4.37

26/01/2018

3300

 

Purchase

615798

4.40

23/03/2018

 

-1551

Sale

614247

4.39

At the end of the year 31.03.2018

   

614247

4.39

6. IDFC Classic Equity Fund

   

Cumulative shareholding during the year

   

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

142554

2.04

Date

Increase (+)

Decrease

(-)

Reason

   

05/05/2017

1000

 

Purchase

143554

2.05

30/06/2017

1257

 

Purchase

144811

2.07

01/09/2017

1313

 

Purchase

146124

2.09

15/09/2017

146124

 

Share split

292248

2.09

29/09/2017

118

 

Purchase

292366

2.09

06/10/2017

1119

 

Purchase

293485

2.10

13/10/2017

315

 

Purchase

293800

2.10

20/10/2017

125

 

Purchase

293925

2.10

27/10/2017

4836

 

Purchase

298761

2.13

31/10/2017

617

 

Purchase

299378

2.14

24/11/2017

14300

 

Purchase

313678

2.24

01/12/2017

28000

 

Purchase

341678

2.44

15/12/2017

1200

 

Purchase

342878

2.45

22/12/2017

 

-25467

Sale

317411

2.27

29/12/2017

 

-39430

Sale

277981

1.98

05/01/2018

39430

 

Purchase

317411

2.27

12/01/2018

1800

 

Purchase

319211

2.28

19/01/2018

 

-84007

Sale

235204

1.68

16/03/2018

20000

 

Purchase

255204

1.82

At the end of the year 31.03.2018

   

255204

1.82

7. Investor Education And Protection Fund Authority (IEPF)

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

30/11/2017

92770

 

Statutory transfer

92770

0.66

At the end of the year 31.03.2018

   

92770

0.66

8. UTIA/C India Fund Unit Scheme 1986

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

0

0.00

Date

Increase (+)

Decrease

(-)

Reason

   

22/12/2017

66883

 

Purchase

66883

0.48

29/12/2017

3050

 

Purchase

69933

0.50

At the end of the year 31.03.2018

   

69933

0.50

   

9. L&T Mutual Fund Trustee Limited-L&T Emerging Business Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

47400

0.68

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

98020

 

Purchase & Share split

145420

1.04

22/09/2017

1565

 

Purchase

146985

1.05

29/09/2017

26162

 

Purchase

173147

1.24

06/10/2017

41

 

Purchase

173188

1.24

13/10/2017

5476

 

Purchase

178664

1.28

20/10/2017

4757

 

Purchase

183421

1.31

27/10/2017

11648

 

Purchase

195069

1.39

12/01/2018

36000

 

Purchase

231069

1.65

19/01/2018

25000

 

Purchase

256069

1.83

23/02/2018

67000

 

Purchase

323069

2.31

At the end of the year 30.03.2018

323069

2.31

   

10. Fidelity Investment Trust Fidelity Emerging Market Fund

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

35374

0.51

Date

Increase (+)

Decrease

(-)

Reason

   

07/04/2017

3317

 

Purchase

38691

0.55

14/04/2017

1437

 

Purchase

40128

0.57

21/04/2017

1871

 

Purchase

41999

0.60

28/04/2017

2952

 

Purchase

44951

0.64

12/05/2017

476

 

Purchase

45427

0.65

19/05/2017

7232

 

Purchase

52659

0.75

26/05/2017

6036

 

Purchase

58695

0.84

02/06/2017

5672

 

Purchase

64367

0.92

07/07/2017

1773

 

Purchase

66140

0.94

14/07/2017

628

 

Purchase

66768

0.95

21/07/2017

740

 

Purchase

67508

0.96

28/07/2017

5515

 

Purchase

73023

1.04

25/08/2017

5977

 

Purchase

79000

1.13

15/09/2017

79000

 

Purchase & Share split

158000

1.13

29/09/2017

5393

 

Purchase

163393

1.17

06/10/2017

2682

 

Purchase

166075

1.19

13/10/2017

3490

 

Purchase

169565

1.21

10/11/2017

320

 

Purchase

169885

1.21

17/11/2017

7337

 

Purchase

177222

1.27

24/11/2017

2439

 

Purchase

179661

1.28

01/12/2017

2970

 

Purchase

182631

1.30

08/12/2017

2471

 

Purchase

185102

1.32

15/12/2017

1453

 

Purchase

186555

1.33

26/01/2018

1900

 

Purchase

188455

1.35

02/02/2018

2944

 

Purchase

191399

1.37

09/02/2018

5635

 

Purchase

197034

1.41

16/02/2018

3199

 

Purchase

200233

1.43

23/02/2018

8013

 

Purchase

208246

1.49

At the end of the year 31.03.2018

   

208246

1.49

11. Pratibhuti Viniyog Limited-Investment A/c

 

Cumulative shareholding during the year

 

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

 

25000

0.36

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

25000

 

Share split

50000

0.36

At the end of the year 31.03.2018

   

50000

0.36

12.Preeta Nath

     

Cumulative shareholding during the year

No. of Shares

% of total shares of the company

At the beginning of the year 01.04.2017

22515

0.32

Date

Increase (+)

Decrease

(-)

Reason

   

15/09/2017

22515

 

Share split

45030

0.32

At the end of the year 31.03.2018

45030

0.32

v) Shareholding of Directors and Key Managerial Personnel:

SI. No.

Name

Designation

Shareholding at the beginning of the year 1st April 2017

Shareholding at the end of the year 31st March 2018

No. of Shares

% of total shares of the company

No. of Shares^

% of total shares of the company

1

Mr. M B Raju

Executive Chairman

503343

7.19

1160921

8.29

2

Dr. S A Dave

Independent Director

0

0

0

0

3

Mr. Umesh Shrivastava

Independent Director

3580

0.05

7160

0.05

4

Mr. J Narayanamurty

Independent Director

0

0

0

0

5

Mr. KP Singh

Independent Director

0

0

0

0

6

Mr. R Gopalakrishnan

Non-Executive Director

0

0

0

0

7

Mr. P Venugopal Raju*

Non-Executive Director

300

0

600

0

8

Ms. P Parvathi

Managing Director

19003

0.27

38006

0.27

9

Mr. R V A Narasimha Rao

Chief Financial Officer

0

0

0

0

10

Mr. S K Mishra

Company Secretary

0

0

0

0

^Post sub-division of shares. *Resigned w.e.f.04.01.2018

V. Indebtedness:

Indebtness of the Company including interest outstanding / accrued but not due for payment

       

(Rs in Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year 01.04.2017

     

(i) Principal Amount

952.66

1,125.00

-

2,077.66

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

10.86

0

-

10.86

Total ( i + ii + iii )

963.52

1,125.00

-

2,088.52

Change in Indebtedness during the financial year

     

Addition

0

350.00

-

350.00

Reduction

760.47

0

-

760.47

Net Change

-760.47

350.00

-

-410.47

Indebtedness at the end of the financial year 31.03.2018

     

(i) Principal Amount

203.04

1,475.00

-

1,678.04

(ii) Interest due but not paid

0

0

-

0

(iii) Interest accrued but not due

0

0

-

0

Total ( i + ii + iii )

203.04

1,475.00

-

1,678.04

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director, Whole Time Director and / or Manager:

(Amount in Rs.)

     

Name of MD / WTD / Manager

 

SI. No.

 

Particulars of Remuneration

Mr. M B Raju - Executive Chairman

Ms. P Parvathi - Managing Director

Total Amount

1

Gross Salary-

6,000,000

9,180,000

15,180,000

 

fa)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

     
 

(b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

5,106,880

1,663,971

6,770,851

 

(c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

-

-

-

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

12,954,924

12,954,924

25,909,848

-Other, specify

-

-

-

5

Others, Please specify

-

-

-

Total (A)

24,061,804

23,798,895

47,860,699

Ceiling as

per the Act

32,387,310

32,387,310

64,774,620

B. Remuneration to other Directors:

     

(Amount in Rs.)

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

Mr. P V G Raju

Mr. R Gopalakrishnan

Dr. SA Dave

Mr. U Shrivastava

Mr. J Narayanamurty

Mr. KP Singh

1.

Independent Directors

           
 

Fee for attending board committee meetings

N.A

N.A

70,000

92,500

102,500

72,500

337,500

 

Commission

N.A

N.A

166,667

166,667

166,667

166,667

666,668

 

Others, please specify

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (1)

0

0

236,667

259,167

269,167

239,167

1,004,168

2.

Other Non-Executive Directors

         
 

Fee for attending board meetings

70,000

80,000

N.A

N.A

N.A

N.A

150,000

 

Commission

166,667

166,667

N.A

N.A

N.A

N.A

333,334

 

Others

N.A

N.A

N.A

N.A

N.A

N.A

N.A

 

Total (2)

236,667

246,667

0

0

0

0

483,334

Total (B) = (1+2)

236,667

246,667

236,667

259,167

269,167

239,167

1,487,502

Overall ceiling as per the Act

         

6,477,462

C. Remuneration to Key Managerial Personnel other than MD / Manager /WTD:

(Amount in Rs )

SI. No.

   

Name of Key Managerial Personnel

Total Amount

 

Particulars of Remuneration

Mr. RVA Narasimha Rao Chief Financial Officer (CFO)

Mr. S K Mishra Company Secretary

1

Gross Salary-

     

a)

Salary as per provisions contained in the section 17(1) of the Income Tax Act, 1961

3,604,560

1,727,067

5,331,627

b)

Value of perquisites u/s 17(2) of the Income Tax Act, 1961

NIL

NIL

NIL

c)

Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

NIL

NIL

NIL

2

Stock Option

NIL

NIL

NIL

3

Sweat Equity

NIL

NIL

NIL

4

Commission

     

-As % of Profit

NIL

NIL

NIL

-Other, specify

NIL

NIL

NIL

5

Others, Please specify

NIL

NIL

NIL

 

Total

3,604,560

1,727,067

5,331,627

VII. Penalties / Punishment / Compounding offences:

There being no penalties / punishment / Compounding offences on company or directors or any other officers, hence not applicable.

Annexure III

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Measures are taken to reduce energy consumption by using energy-efficient equipments. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

The Company has two non-conventional power plant one is 2.025 MW capacity Wind Power Project and the other unit is a 3.75 MW Mini Hydel Project.

Disclosure of Particulars with Respect to Conservation of Energy

I)

Power and Fuel Consumption

Current Year 2017-18

Previous Year 2016-17

1.

Electricity

   
 

(a) Purchased

   
 

Unit: (KWH - Lakh)

122.75

112.79

 

Total Amount (? in Lakh)

1090.43

1018.26

 

Average rate per unit (?)

9.67

9.02

 

(b) Own Generation

   
 

(i) Through diesel generator

   
 

Units Generated (KWH - Lakh)

0.010

0.003

 

Total Amount (? in Lakh)

2.153

0.99

 

Rate per unit (?)

210.46

306.06

 

Units per Liter of Diesel Oil (?)

0.48

0.24

 

(ii) Thermal Generation (CPP)

   
 

Units Generated (KWH - Lakh)

1189.55

1079.92

 

Total Amount (? in Lakh)

5061.08

4258.67

 

Rate per unit (?)

4.25

3.94

2.

Coal (C & D Grade): Used as fuel in kiln

   
 

Quantity (Million K Cal)

925234

877416

 

Total Cost (? in Lakh)

11396.21

9545.64

 

Average Rate (Rs. / Million K Cal)

1231.71

1087.93

II)

Power and Fuel consumption per unit of production

   
 

Electricity (KWH / Tonne of Cement)

80

79

 

Coal %

17.16

14.25

B.

Technology Absorption:

 
 

a) Research & Development (R&D)

: Not Applicable

 

b) Technology Absorption, Adaption and Innovation

: Not Applicable

C. Foreign Exchange Earnings And Outgo-

a. Activities relating to exports; initiatives taken to increase exports; development of new export markets or products and services and export plans:

The Company presently has no export business on hand.

b. Total foreign exchange used and earned:

   

(Rs. in Lakh)

Particulars

Current Year 2017-18

Previous Year 2016-17

Used

17.18

4.03

Earned

NIL

NIL

Annexure IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES 1. A brief outline of the Company's CSR policy:

In compliance with the requirements of Section 135 of the Companies Act, 2013 your company has constituted a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated a CSR Policy indicating the areas in which activities are to be undertaken. The CSR Policy of the Company is available at http://www.deccancements.com/pdf/CSRPolicy.pdf. As per the Policy, the Company during the year has undertaken the CSR activities in areas of promoting education, preventive health care and rural development projects which have benefitted the community at large. These projects are in accordance with Schedule VII of the Companies Act, 2013.

2.

The composition of the CSR Committee:

 

Name of the Director

Category

Designation

 

Mr. K P Singh

Independent Director

Chairman

 

Mr. R Gopalakrishnan*

Non-Executive Director

Member

 

Mr. P Venugopal Raju**

Non-Executive Director

Member

 

Ms. P Parvathi

Managing Director

Member

*Inducted as a member w.e.f. 09.02.2018 **Ceasedto be a member w.e.f. 04.01.2018

3.

Average net profit of the company for the last three financial years

: Rs 5825.09 Lakh

4.

Prescribed CSR expenditure

: Rs 116.50 Lakh

5.

Details of CSR spent during the financial year:

 
 

a) Amount to be spent for the Financial Year 2017-18;

: Rs 116.50 Lakh

 

b) Amount unspent, if any

: NIL

 

c) Manner in which the amount spent during the financial year 2017-18 is detailed below:

             

(Rs in Lakh)

SI No

CSR Project or Activity identified

Sector in which the projects is covered

Projects or programmes (1) Local areas (2) State and district where projects or programs was undertaken

Amount Outlay (Budget)

Amount spent on the Projects or programs

Cumulative expenditure upto the reporting period

Amount spent Direct or through implementing agency

     

DCL High School

41 86

41 86

41 86

Direct

 

Promoting education especially for children and for remote backward areas -Item No (ii) of the Schedule VII

Promoting Education

Schools of surrounding villages of our cement plant area

1 26

1 26

1 26

Direct

1

Posters & Stickers on Child Labour at Miryalguda

010

010

010

Direct

   

Districts of Telangana and Andhra Pradesh

1 43

1 43

1 43

Janahita

     

Ortho & Cardie Camp at surrounding villages

1.00

0.99

0.99

Direct

2

Promoting Health Care - Item No. (i) of the Schedule VII

Promoting Health Care including preventive health care and sanitation

Medical Camp - Gynec, Opthamalogy & General at surrounding villages

1.30

1.34

1.34

Direct

 

Ambulance Vehicle Hyderabad

15.00

15.00

15.00

L V Prasad Eye Hospital

     

Construction of Toilets in two Government Schools at Sircilla

12.00

12.00

12.00

Dist. Collector Sircilla

3

Facilities for Senior Citizens- Item No. (iii) of the Schedule VII

Facilities for Senior Citizen

Wheel Chair Ramp at Guntur Railway Station

0.50

0.48

0.48

Direct

4

Promote Rural Sports - Item No. (vii) of the Schedule VII

Promoting Rural Sports

Prizes Sponsor to Sports Meet -G.W.S.at Kalmet Thanda

0.30

0.33

0.33

Direct

5

Rural Development Projects- Item No. (x) of the Schedule VII

Rural Development projects

Providing construction material and cement for construction of houses, road and other public utilities at Janpahad Village; Palakaveedu Mandal.

36.75

36.75

36.75

Direct

     

Development activities at Suryapet District

5.00

5.00

5.00

Dist. Collector Suryapet

   

Total

 

116.50

116.54

116.54

 

6. In case the company has failed to spend the prescribed 2% of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board's report: Not Applicable

7. Responsibility Statement:

The Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Place :

Hyderabad

P Parvathi

K P Singh

Date :

29.05.2018

Managing Director

Chairman, CSR Committee

   

DIN:00016597

DIN: 02951522

Annexure V

REMUNERATION DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Directors

Designation

Ratio of remuneration

Mr. M B Raju

Executive Chairman

73.35

Mr. U Shrivastava

Independent Director

0.79

Dr. S A Dave

Independent Director

0.72

Mr. J Narayanamurty

Independent Director

0.82

Mr. K P Singh

Independent Director

0.73

Mr. R Gopalakrishnan

Non-Executive Director

0.75

Ms. P Parvathi

Managing Director

72.55

ii) The percentage increase in remuneration of each directors, chief financial officer, Company secretary, if any in the financial year.

Name of Directors / KMP

Designation

% increase in Remuneration

Mr. M B Raju

Executive Chairman

-5.27

Mr. U Shrivastava

Independent Director

N.A.

Dr. S A Dave

Independent Director

N.A.

Mr. J Narayanamurty

Independent Director

N.A.

Mr. K P Singh

Independent Director

N.A.

Mr. R Gopalakrishnan

Non-Executive Director

N.A.

Ms. P Parvathi

Managing Director

-1.10

Mr. RVANarasimha Rao

Chief Financial Officer

26.01

Mr. S K Mishra

Company Secretary

19.50

Note: The Independent Directors and Non-Executive Directors of the Company are entitled only for sitting fee and commission as per the statutory provisions and within the limits approved by the shareholders.

iii) The percentage increase in the median remuneration of Employees for the financial year: 18.15%. iv) There were 313 permanent employees as on 31st March 2018.

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration:

The average increase in the remuneration of employees excluding KMPs during FY 2017-18 was 10.61 % and the average increase in the remuneration of KMPs was -1.08 %.

vi) The key parameters for any variable component of remuneration availed by the directors:

Each of the Executive Directors of the company are entitled for a commission @ 2% of the net profit of the Company. All the Non-executive Directors collectively are entitled for commission @ 1% of the net profit of the company subject to a maximum of Rs. 10 Lakh per annum.

vii) The remuneration of Directors was as per the Remuneration Policy of the Company, viii) Details of Top 10 Employees:

SI. No.

Name

Designation

Remuneration (Annual) in Rs..

Qualification & Experience

Date of Commencement of Employment

Age

Last Employment Details

1

S Venkateswarlu

Sr. Vice President (Works)

41,53,374

B. Sc, MBA & 36 Years

02-04-2012

57

Plant Head -Athi River Mining Ltd.

2

RVA Narasimha Rao

Sr. Vice President (Finance)

36,04,560

M Com, CA & 33 Years

19-08-2013

59

CFO-Maa Mahamaya Industries Ltd.

3

M Krishnam Raju

Sr. Vice President (Marketing)

28,79,987

M Com, PGDPM & 34 Years

01-02-1993

58

Sales Officer -Andhra Cements Ltd.

4

U Raghavendra Varma

General Manager (E&l)

22,23,379

B Tech (EEE) & 31 Years

17-03-2012

55

Dy. GM (Works) - NCL Industries Ltd.

5

C Ramesh Reddy

General Manager (Marketing)

16,85,077

B com, MBA, LIB & 24 Years

10-10-2008

47

Dy. Manager (Sales) - Ultra Tech Cement Ltd.

6

AVS Seshu

General Manager (Purchase)

17,31,500

BE (Mech Eng) & 25 Years

07-05-2012

50

Sr. Manager (Materials) - Vijai Electricals Ltd

7

S K Mishra

General Manager (Legal) & Company Secretary

17,27,067

B Com (Hons), LIB, PCS & 15 Years

26-07-2012

40

Company Secretary - KSK Mahanadi Power Company Ltd

8

V Shyam Prakash

Dy. General Manager (Marketing)

16,34,687

B Tech, MBA & 24 Years

05-11-2008

49

Manager (Marketing) -Zuari Cement Ltd.

9

S Nagamalleswara Rao

Asst. General Manager (P&A)

12,96,260

LIB, MA & 29 Years

17-07-2015

53

Sr. Manager (HR) -Anjani Portland Cement Ltd.

10

P Srinivasa Rao

Chief Manager (Mechanical)

13,58,396

B Tech (Mech Engg) & 23 Years

06-01-2011

50

Dy. Manager (Mechanical) -India Cements Ltd.

Note:

• All the above employees are under regular employment contract.

• None of the above employees holds any shares in the Company.

• None of the above employees is relative of any director of the company. 

Source : Dion Global Solutions Limited
Quick Links for deccancements
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.