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Deccan Cements Ltd.

BSE: 502137 Sector: Industrials
NSE: DECCANCE ISIN Code: INE583C01021
BSE LIVE 14:10 | 14 Dec 553.00 9.60
(1.77%)
OPEN

550.00

HIGH

553.00

LOW

542.00

NSE 14:10 | 14 Dec 548.00 -3.60
(-0.65%)
OPEN

551.00

HIGH

554.85

LOW

545.05

OPEN 550.00
PREVIOUS CLOSE 543.40
VOLUME 227
52-Week high 639.95
52-Week low 430.75
P/E 18.15
Mkt Cap.(Rs cr) 774
Buy Price 543.05
Buy Qty 4.00
Sell Price 552.00
Sell Qty 90.00
OPEN 550.00
CLOSE 543.40
VOLUME 227
52-Week high 639.95
52-Week low 430.75
P/E 18.15
Mkt Cap.(Rs cr) 774
Buy Price 543.05
Buy Qty 4.00
Sell Price 552.00
Sell Qty 90.00

Deccan Cements Ltd. (DECCANCE) - Director Report

Company director report

Dear Shareholders

The Directors of your company are glad to present the 37th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended 31st March2017.

Financial Results

The Financial Results for the year ended 31st March 2017 are summarized below: ( Rs inLakh)

Particulars 2016-17 2015-16
Net Sales 55783.17 57906.66
Other Income 203.10 148.37
Total 55986.27 58055.03
Profit before Depreciation and Finance Charges 10142.76 11611.98
Less:
Depreciation 2147.37 2033.04
Interest and Bank Charges 670.34 1521.65
Profit before Tax and Prior period items 7325.05 8057.29
Less:
Provision for Taxation 2223.17 1719.51
Deferred Taxation 327.79 987.32
Prior year tax adjustment 91.93 61.30
MAT Credit entitlement 22.46 732.91
Net Profit after Tax 4659.70 4556.25
Profit brought forward from previous year 21971.07 17835.03
Profit available for Appropriation
26630.77 22391.28
Appropriations
Dividend (Final / Interim) on equity shares 420.23 350.19
Dividend Distribution Tax 85.55 70.02
Balance Retained 26124.99 21971.07

Results of Operations

The Company recorded very good performance during the year under review. The Net salesof the Company for the current year stood at Rs55783.17 Lakh as compared to previous yearsales of Rs57906.66 Lakh and the profit after tax of the Company for the current year wasat Rs 4659.70 Lakh as compared to the previous year profit of Rs4556.25 Lakh. Thefinancial performance of your company has been improving over the last few years. Duringthe year there is no change of business.

Dividend

In consonance with the Company’s policy of rewarding its shareholders on aconsistent basis your directors are pleased to recommend a dividend of Rs6/- per equityshare i.e. @ 60% dividend on the Equity Share Capital of the Company for the approval ofthe Members in the ensuing annual general meeting. The cash outflow for dividend ifdeclared as above for the year ended 31st March 2017 will be Rs420.23 Lakh and Rs85.55Lakh towards dividend distribution tax. The cash outflow for interim dividend declared forthe previous year ended 31st March 2016 was Rs350.19 Lakh and Rs70.02 Lakh towardsdividend distribution tax. Your directors have not proposed to transfer any sum toreserves for the financial year 2016-17.

Capital Structure

During the financial year under review there was no change in the Share Capital of theCompany.

The Board of Directors of your Company at its meeting held on 19th May 2017 hasapproved the sub-division of each Equity Shares of the Company having face value of Rs10/-each fully paid-up into two Equity Shares of face value of Rs5/- each fully paid-up. Thesubdivision of shares is subject to approval of the shareholders in the ensuing AnnualGeneral Meeting. Consequently the existing Clause V of the Memorandum of Association ofthe Company will be amended to reflect the change in face value of each equity share. YourDirectors recommend the Resolutions included in the Notice of this AGM for your approval.

Deposits

During the year under review the Company has not invited / accepted any amount fallingwithin the purview of provisions of Section 73 of The Companies Act 2013 ("theAct") 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 thisReport. Certificate from the Statutory Auditors of the Company M/s. M Bhaskara Rao &Co. Chartered Accountants confirming the compliance with the conditions of CorporateGovernance 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 Rs277641/- the unclaimed/unpaiddividend amount pertaining to the Financial Year 2008-09 to the Investor Education andProtection Fund (IEPF) in compliance with applicable provisions of the Companies Act2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2009-10 is duefor transfer to IEPF on 18th September 2017.

The year wise details of unpaid and unclaimed amounts lying with the Company as on 23rdSeptember 2016 (date of last Annual General Meeting) are uploaded to IEPF portal of theMinistry of Corporate Affairs (MCA) www.iepf.gov.in and also available in theCompany’s website http:// www.deccancements.com/shareholders-information. php.Shareholders are advised to check their unpaid/ unclaimed dividend status and contact theCompany for encashment of the same if depicting unpaid. Further Sections 124(6) of theCompanies Act 2013 read with the Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 mandate companies to transfer shares against whichdividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF.The Company sent communications ‘Mandatory transfer of Deccan Cements Limited sharesto IEPF dated 30th November 2016’ to all shareholders whose shares are dueto be transferred to the IEPF and published requisite advertisement in the newspaper inthis regard. Details of shares due for transfer to IEPF are also available on the websiteof the Company.

Directors and Key Managerial Personnel

Mr. Umesh Shrivastava Dr. S A Dave Mr. J Naray-anamurty and Mr. K P Singh continue asindependent directors on the Board of the Company. The terms and conditions of appointmentof independent directors are as per Schedule IV of the Act. They have submitteddeclarations that each of them meets the criteria of independence as provided in Section149(6) of the Act and there has been no change in their status as independent directorduring the year. Pursuant to Section 152 of the Companies Act 2013 Mr. R GopalakrishnanNon-Executive Director is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible has offered himself for reappointment. The Board recommends hisreappointment.

The Board of Directors of the Company had on the recommendation of the Nomination andRemuneration Committee at its meeting held on 10th February 2017 re-appointed Mr. M BRaju as Executive Chairman and Ms. P Parvathi as Managing Director of the Company for aperiod of 5 (five) years commencing from 1st April 2017 to 31st March 2022 subject toapproval of shareholders. Necessary resolutions seeking approval of the members for thereappointment of Mr. M B Raju as Executive Chairman and Ms. P Parvathi as ManagingDirector together with the remuneration payable to them have been incorporated in theNotice of the Annual General Meeting of the Company along with brief details about them.

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 financialyear 2016-17 under review there was no change in Key Managerial Personnel position of theCompany Ms. P Parvathi Managing Director Mr. RVA Narasimha Rao Chief FinancialOfficer and Mr. S K Mishra Company Secretary continued as the "Key ManagerialPersonnel" of the Company.

Familiarization program for Independent Directors

The Company has adopted a familiarization programme prepared in the line of Regulation25(7) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 for Independent Directors to familiarize them with theCompany’s philosophy vision mission strategies operations and functions. Thedetails of the familiarization programme are available on the Company’s website atwww.deccancements. com.

Statutory Auditor

M/s. M Bhaskara Rao & Co. Chartered Accountants were appointed Statutory Auditorsof the Company at the thirty-forth Annual General Meeting of the Company held on 29thSeptember 2014 to hold office from the conclusion of that Annual General Meeting till theconclusion of the thirty-seventh Annual General Meeting to be held in the year 2017.Pursuant to the provisions of Section 139 of the Companies Act 2013 dealing withcompulsory rotation of auditors M/s. M Bhaskara Rao & Co. would vacate office as theStatutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 and on the recommendation of the AuditCommittee it is proposed to appoint M/s. Anandam and Co. Chartered AccountantsSecunderabad (Firm Registration No. 000125S) as the Statutory Auditors of the Company tohold office from the conclusion of the 37th Annual General Meeting until the conclusion ofthe 42nd Annual General Meeting of the Company. Necessary resolution for the appointmentof M/s. Anandam and Co. Chartered Accountants Secunderabad as the Statutory Auditors isincluded in the Notice of the Annual General Meeting. The report given by the outgoingAuditors M/s. M Bhaskara Rao & Co. Chartered Accountants on the financial statementsof the Company for the year ended 31st March 2017 forms part of this Annual Report andthere is no qualification reservation adverse remark or disclaimer given by the Auditorsin their Report.

Cost Auditor

Aruna Prasad & Co. Cost Accountants Chennai has been reappointed by the Board ofDirectors as Cost Auditor of the Company for the Financial Year 2017-18. The remunerationof the cost auditor is required to be ratified by the members in accordance with theprovisions 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 theMembers 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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Tumuluru & Co. Company Secretary in PracticeHyderabad to conduct the Secretarial Audit of the Company for the financial year ended31st March 2017. The Secretarial Audit Report in Form MR-3 is annexed to this Report (AnnexureI).

There has been no qualification reservation adverse remarks or disclaimer in theSecretarial Audit Report.

Extract of Annual Return

An extract of Annual Return in Form No. MGT-9 as on 31st March 2017 is annexed to thisReport

(Annexure II). Board Meetings

During the year Five (5) meetings of the Board were convened and held. The details ofthe meetings of the Board are furnished in the Corporate Governance Report which formspart of this Report.

Directors’ Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards had been followed and there are no material departure;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2017 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d) the directors had prepared the annual accounts for the year ended 31stMarch 2017 on a going concern basis;

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

f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 othermatters has been disclosed in the Corporate Governance Report which forms part of thisReport.

Particulars of loans guarantees or investments under Section 186

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

Particulars of Contracts or arrangement with related parties referred under Section188(1)

The Company had not entered into any arrangement/ transaction with related partieswhich is material in nature and accordingly the disclosure of Related Party Transactionsin Form AOC-2 is not applicable. Transactions entered by the Company with its relatedparties were on an arm’s length basis and suitable disclosures as required underAS-18 have been made in Note No. 32 to the Financial Statements.

In compliance of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a Related PartyTransactions 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 Rule8(3) of the Companies (Accounts) Rules 2014 forming part of the Directors’ Reportfor the year ended 31st March 2017 are given in Annexure III.

Internal Control Systems and its Adequacy

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

Risk Management

The Company has framed a Risk Management Policy and details of policy are disclosed inthe company’s website www.deccancements.com. The Risk Management Policy envisagesidentification 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 aCorporate Social Responsibility Committee. The composition of the Corporate SocialResponsibility Committee is provided in the Corporate Governance Report. Your Company hasformulated a Corporate Social Responsibility Policy which has been approved by the Boardindicating the projects or programs to be undertaken by the Company in line with ScheduleVII of the Act. The same is available on the website of the Company www.deccancements.com.

A brief outline of the Corporate Social Responsibility policy of the Company and theAnnual Report on CSR activities undertaken during the year 2016-17 in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed to this Report (Annexure IV).

Board Evaluation

In compliance of the provisions of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the annual performance evaluation of individual directors was carried out by theBoard. The detailed criteria in which the performance of the individual directors wascarried out has been disclosed in the Corporate Governance Report.

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

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in

Annexure V.

During the financial year under review none of the Company’s employees are inreceipt of remuneration more than the limit prescribed under Section 197(12) read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Prevention of Sexual Harassment

The Company has formulated a policy on Prevention of Sexual Harassment at workplace forwomen in the line with the requirements of the ‘The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013’ and the Rules madethereunder. During the financial year ended 31st March 2017 the Company has not receivedany Complaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment. The enthusiasmand unstinting efforts of the employees have enabled the Company to remain amongst thewell performing units of the industry. Your Directors take this opportunity to expresstheir gratitude to Central and State Governments and their departments and the localauthorities the Banks Dealers Stockists and Customers for their continued guidance andsupport to the Company during the year under review.

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

For and on behalf of the Board
M B Raju
Place : Hyderabad Executive Chairman
Date : 19.05.2017 DIN: 00016652