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Deccan Cements Ltd.

BSE: 502137 Sector: Industrials
NSE: DECCANCE ISIN Code: INE583C01013
BSE LIVE 15:40 | 05 Dec 935.25 19.00
(2.07%)
OPEN

920.00

HIGH

943.50

LOW

904.00

NSE LIVE 15:31 | 05 Dec 934.45 22.95
(2.52%)
OPEN

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HIGH

957.40

LOW

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OPEN 920.00
PREVIOUS CLOSE 916.25
VOLUME 1727
52-Week high 1220.00
52-Week low 502.75
P/E 15.95
Mkt Cap.(Rs cr) 654.67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 920.00
CLOSE 916.25
VOLUME 1727
52-Week high 1220.00
52-Week low 502.75
P/E 15.95
Mkt Cap.(Rs cr) 654.67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deccan Cements Ltd. (DECCANCE) - Director Report

Company director report

Dear Shareholders

The Directors of your company are glad to present the 36th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended 31st March2016.

Financial Results

The Financial Results for the year ended 31st March 2016 are summarized below:

(Rs in Lakh)

Particulars 2015-16 2014-15
Net Sales 57906.66 43777.68
Other Income 148.37 287.62
Total 58055.03 44065.30
Profit before Depreciation and Finance Charges 11611.98 6745.77
Less: Depreciation 2033.04 1948.33
Interest and Bank Charges 1521.65 2663.19
Profit before Tax and Prior period items 8057.29 2134.25
Less: Provision for Taxation 1719.51 426.97
Deferred Taxation 987.32 (238.98)
Wealth Tax - 15.49
Prior year tax adjustment 61.30 -
MAT Credit entitlement 732.91 (57.12)
Net Profit after Tax 4556.25 1987.89
Profit brought forward from previous year 17835.03 16459.11
Profit available for Appropriation 22391.28 18447.00
Appropriations
Depreciation adjustment pursuant to Schedule II to the Companies Act 2013 252.26
Dividend (Interim/Final) on equity shares 350.19 175.09
Tax paid on Dividend (Interim/Final) 70.02 35.01
Transfer to Reserve - 149.61
Balance Retained 21971.07 17835.03

Results of Operations

Your company continued to improve its operating results during the Financial Year2015-16. The Net sales of the Company for the year under review stood at Rs 57906.66Lakh as compared to previous year sales of Rs 43777.68 Lakh and the profit aftertax of the Company for the current year was at Rs 4556.25 Lakh as compared to theprevious year profit of Rs 1987.89 Lakh. The Financial Year 2015-16 had been amongthe best years for the Company.

Dividend

During the year the Board has declared an interim dividend of Rs 5/- (50%) perfully paid-up equity shares at its meeting held on 16th March 2016. The Company paid thesaid interim dividend to the Shareholders who are on the Register of Members of theCompany as on the Record date 24th March 2016. With a view to conserve resources for thefuture requirement and having declared an interim dividend your Board has not recommendedany further dividend for the Financial Year 2015-16.

The cash outflow for interim dividend declared for the year ended 31st March 2016 was Rs350.19 Lakh and Rs 70.02 Lakh towards dividend distribution tax. In theprevious year ended 31st March 2015 final dividend amount was Rs 175.09 Lakh anddividend distribution tax was Rs 35.01 Lakh.

Your directors have not proposed to transfer any sum to Reserves for the financial year2015-16.

Capital Structure

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

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 Listing Agreement / the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund

During the year the Company has transferred sum of Rs 292317/- theunclaimed/unpaid dividend amount pertaining to the financial year 2007-08 to the InvestorEducation and Protection Fund (IEPF) in compliance with applicable provisions of theCompanies Act. Further the unclaimed/unpaid amount pertaining to the Financial Year2008-09 is due for transfer to IEPF on 24th October 2016. The year wise details ofunclaimed dividend are uploaded to IEPF portal of the Ministry of Corporate Affairs (MCA)and also available in the website of the Company at www.deccancements.com. Shareholdersare advised to check their unpaid/unclaimed dividend status and contact the Company forencashment of the same if depicting unpaid.

The Company on 9th June 2016 has sent individual communications to the Shareholdersvia post and email giving details of dividends remaining unpaid or unclaimed againsttheir Folio No./Client ID for the years 2008-09 to 2014-15 with request to claim the sameat the earliest.

Directors and Key Managerial Personnel

Pursuant to Section 149 and 152 of the Companies Act 2013 and the Rules thereunderread with Schedule IV of the Act Mr. Umesh Shrivastava Dr. S A Dave Mr. J Narayanamurtyand Mr. K P Singh were appointed as independent directors at the Annual General Meeting ofthe Company held on

29th September 2014 for a tenure of 5 years. The terms and conditions of appointment ofindependent directors are as per Schedule IV of the Act. During the year the IndependentDirectors of the company had no pecuniary relationship or transactions with the Companyexcept sitting fee and commission paid to them. They have submitted declarations that eachof them meets the criteria of independence as provided in Section 149(6) of the Act andthere has been no change in their status as independent director during the year.

The Board at its meeting held on 11th August 2015 appointed Mr. R Gopalakrishnan (DIN:00296413) as an Additional Director of the Company and he was appointed as aNon-Executive Director liable to retire by rotation by the Members of the Company attheir Annual General Meeting held 22nd September 2015.

Pursuant to Section 152 of the Companies Act 2013 Mr. P Venugopal Raju Non-ExecutiveDirector (DIN: 00016548) is liable to retire by rotation at the forthcoming Annual GeneralMeeting and is eligible for re-appointment.

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 2015-16 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. The detailsof the familiarization programme conducted by the Company are available on the Company'swebsite at www.deccancements.com.

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act 2013 M/s. M Bhaskara Rao& Co. Chartered Accountants Hyderabad were appointed as Statutory Auditors of theCompany in the thirty fourth annual general meeting of the Company held on 29th September2014 for a period of three years i.e. till the conclusion of the thirty seventh annualgeneral meeting to be held in the year 2017 subject to ratification of their appointmentat every AGM. Their appointment from the conclusion of this Annual General Meeting tillthe conclusion of next Annual General Meeting will be ratified at the ensuing annualgeneral meeting.

The Company has received confirmation regarding their consent and eligibility thattheir appointment if ratified would be within the prescribed limits under Sections 139and 141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 and that they are not disqualified.

The Notes on the financial statements referred to in the AuditorsRs Report are selfexplanatory and do not call for any further comments. The AuditorsRs Report does notcontain any qualification reservation or adverse remark.

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 201617. The remunerationof the cost auditor is required to be ratified by the members in accordance with theprovisions of Section 148(3) of the Companies Act 2013 and Rule 14 of Companies (Auditand Auditors) Rules 2014. Accordingly the matter is being placed before the Members forratification 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 your Company engaged the services of Tumuluru &Co. Company Secretary in Practice Hyderabad to conduct the Secretarial Audit of theCompany for the financial year ended 31st March 2016. The Secretarial Audit Report in FormMR-3 is annexed to this Report (Annexure I).

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 MGT-9 as on 31st March 2016 is annexed to thisReport (Annexure II).

Board Meetings

During the year Six (6) 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.

DirectorsRs Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended 31st March 2016 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 2016 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 31st March 2016 ona 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 DirectorsRs appointment and remuneration and other details

The Company's policy on directorsRs appointment and remuneration and other matters hasbeen 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 theprovisions of Section 186 of the Companies Act 2013.

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

Transactions entered by the Company with its related parties during the year were on anarm's length basis. The Company had not entered into any arrangement / transaction withrelated parties which could be considered material in nature and accordingly thedisclosure of Related Party Transactions in Form AOC-2 is not applicable. HoweverSuitable disclosures as required under AS-18 have been made in Note 32 to the FinancialStatements.

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 websitewww.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 DirectorsRs Report forthe year ended 31st March 2016 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. The details of policy are disclosed inthe company's website www.deccancements.com. The Risk Management Policy of the Companyenvisages 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 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 2015-16 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 was carriedout 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 2014are given in Annexure V.

During the financial year under review none of the Company's employees are in receiptof 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 forwomen in the line with the requirements of the 'The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013 and the Rules made thereunder.During the financial year ended 31st March 2016 the Company has not received anyComplaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Central and StateGovernments and their departments and the local authorities the Banks Dealers Stockistsand Customers for their continued guidance and support to the Company during the yearunder review.

Your Directors place on record their sincere appreciation for significant contributionmade by the employees through their dedication hard work and commitment. Despite severecompetition the enthusiasm and unstinting efforts of the employees have enabled theCompany to remain amongst the well performing units of the industry.

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 : 09.08.2016 DIN: 00016652

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