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Deccan Cements Ltd.

BSE: 502137 Sector: Industrials
NSE: DECCANCE ISIN Code: INE583C01021
BSE 00:00 | 25 Feb 276.75 4.90
(1.80%)
OPEN

274.50

HIGH

279.00

LOW

272.00

NSE 00:00 | 25 Feb 277.35 7.80
(2.89%)
OPEN

269.55

HIGH

280.00

LOW

269.55

OPEN 274.50
PREVIOUS CLOSE 271.85
VOLUME 514
52-Week high 486.60
52-Week low 258.85
P/E 5.33
Mkt Cap.(Rs cr) 387
Buy Price 276.75
Buy Qty 11.00
Sell Price 279.95
Sell Qty 10.00
OPEN 274.50
CLOSE 271.85
VOLUME 514
52-Week high 486.60
52-Week low 258.85
P/E 5.33
Mkt Cap.(Rs cr) 387
Buy Price 276.75
Buy Qty 11.00
Sell Price 279.95
Sell Qty 10.00

Deccan Cements Ltd. (DECCANCE) - Director Report

Company director report

Dear Shareholders

The Directors of your company are glad to present the 39th Annual Reporttogether with the Audited Financial Statements of the Company for the Financial Year ended31st March 2019.

Financial Results

The Financial Results for the year ended 31st March 2019 are summarizedbelow:

Particulars 2018-19 2017-18
Revenue from operations 65141.52 59442.25
Other Income (net) 987.95 395.42
Total Income 66129.47 59837.67
Less:
Operating expenses 55620.16 50918.15
Depreciation and amortization expenses 2231.21 2268.99
Total expenses 57851.37 53187.14
Profit before Finance cost and Tax 8278.10 6650.53
Less: Finance cost 773.04 566.23
Current tax 2649.41 1812.86
Deferred tax 249.66 416.51
Net Profit after Tax 4605.99 3854.93
Other comprehensive income 3.76 (44.06)
Total comprehensive income for the year 4609.75 3810.87
Profit brought forward from previous year 29946.28 26641.19
Profit available for Appropriation 34556.03 30452.06

Results of Operations

The Company recorded satisfactory performance during the year under review. The profitafter tax of

Company for the current year was at Rs.4605.99 Lakh as compared to the previous year

Lakh. During the year there is no change of business.

The Financial statements are required to be presented in accordance with the Ind-ASrequirements from the financial year 2018-19 it shows there is an increase in revenues by9.6%. As per Ind-AS requirements VAT / GST rebates and discounts are reduced from theGross revenue. For the sake of better understanding the changes in the Gross and the NetRevenue disclosed in the financial statements are given below:

(र. in Lakh)
Particulars Year ended 31 March 2019 Year ended 31 March 2018
Sale of products
(a) Cement - Gross
91072.57 83361.13
Revenue
VAT - 2652.99
GST 19919.02 13729.77
Rebates 6739.84 8199.25
Cement - Net Revenue 64413.71 58779.12
(b) Power
(Net of charges for wheeling banking)
Wind 77.81 93.92
Hydel 347.71 337.40
Thermal 135.87 192.40
Power – Net Revenue 561.39 623.72
Other operating revenues
Scrap sales 166.42 39.41
Revenue ( Net of Taxes and Rebates) 65141.52 59442.25

Operational Results are further elaborated in the Management Discussion and AnalysisReport.

Dividend

In consonance with the Company's policy of rewarding its shareholders on a consistentbasis your directors are pleased to recommend a dividend of Rs.3.75/- per equity sharei.e. @75% dividend on the Equity Share Capital of the Company for the declaration by theMembers in the ensuing annual general meeting. Theof Rs.3854.93 cash outflow fordividend if declared as above for the year ended 31st March 2019 will beर. 525.28 Lakh and र. 107.97 Lakh towards tax on dividend totalling र.633.25 Lakhs. The cash outflow for dividend declared for the previous year ended 31stMarch 2018 was 506.61 Lakh Your directors have not proposed to transfer any sum toReserves for the financial year 2018-19.

Capital Structure

There is no change in the capital structure during the year.

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 read with theCompanies (Acceptance of Deposits) 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 and forms part of thisReport.

Certificate

M/s. M Anandam & Co. Chartered Accountants confirming the compliance with theconditions of Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended to this Report.

Transfer to Investor Education and Protection Fund (IEPF)

During the year the Company has transferred a sum of र. 138196/- theunclaimed/unpaid dividend amount pertaining to the Financial Year 2010-11 to the InvestorEducation and Protection Fund (IEPF) in compliance with applicable provisions of theCompanies Act 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year2011-12 is due for transfer to IEPF on 12th September 2019. The year wise details ofunpaid and unclaimed amounts lying with the Company as on 10th August 2018 (date of thelast Annual General Meeting) are uploaded to IEPF portal of the Ministry of CorporateAffairs (MCA) "www.iepf.gov.in" and also available in the Company'swebsite "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. Section 124(6) of the CompaniesAct 2013 read with the Investor Education and Protection Fund (Accounting AuditTransfer and Refund) Rules 2016 mandates companies to transfer shares against whichdividends remain unpaid / unclaimed for a continuous period of seven years to the IEPF. Asper the Ministry of Corporate Affairs General Circular No. 12/2017 dated 16.10.2017 theCompany has transferred 25110 equity shares belonging to 34 shareholders as on 17thSeptember 2018 to demat account of IEPF Authority held with NSDL. Further theunclaimed/unpaid shares pertaining to the Financial Year 2011-12 is due for transfer toIEPF on 12th September 2019.

Directors and Key Managerial Personnel

During the year Mr. Umesh Shrivastava Dr. S A Dave and Mr. J NarayanamurtyIndependent Directors were re-appointed by the shareholders of the Company by passingspecial resolutions for Second Term of 5 (Five) Consecutive Years with effect from 1stApril 2019 to 31st March 2024. The present term of the fourth independent director Mr. KP Singh is till 28th September 2019 and he has been proposed to be reappointed foranother term of 5 years. The terms and conditions of appointment of independent directorsare as per Schedule IV of the Act. They have submitted declarations that each of themmeets the criteria of independence as provided and in Section 149(6) of the Act and therehas been no change in their status as independent director during the year.

Pursuant to Section 152 of the Companies Act 2013 Mr. Gopalakrishnan Ramamurthi (DIN:00296413) is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible has offered himself for reappointment. The Board recommends hisreappointment. Pursuant to Section 2(51) and Section 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 during thefinancial year 2018-19 under review there was no change in Key Managerial Personnelposition of the Company. Ms. P Parvathi Managing Director

Mr. RVA Narasimha Rao Chief Financial Officer and Mr. S K Mishra Company Secretarycontinued 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 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 are available on the Company's website at "www.deccancements.com".

Statutory Auditor

M/s. M Anandam & Co. Chartered Accountants Secunderabad were appointed asStatutory Auditors of the Company in the thirty seventh annual general meeting of theCompany held on 11th August 2017 for a period of five years i.e. till the conclusion ofthe forty second annual general meeting to be held in the year 2022. First proviso toSection 139(1) of the Companies Act 2013 which requires yearly ratificationof appointmentof Statutory Auditors by the Shareholders in each Annual General Meeting has been omittedw.e.f. 7th May 2018. Accordingly the appointment of Statutory Auditors is notrequired to be ratified at the Annual General Meeting. The Notes on the financialstatements referred to in the Auditors' Report are self explanatory and do not call forany further comments. The Auditors' Report does not contain any qualification reservationor adverse remark.

Cost Auditor

M/s. Aruna Prasad & Co. Cost Accountants Chennai has been reappointed by theBoard of Directors as Cost Auditor of the Company for the Financial Year 2019-20. Theremuneration of the cost auditor is required to be ratified by the members in accordancewith the provisions of Section 148 of the Companies Act 2013 read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014. Accordingly the matter is being placed beforethe Members for ratification at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. Tumuluru & Company Company SecretariesHyderabad to conduct the Secretarial Audit of the Company for the financialyear ended 31stMarch 2019. 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 MGT-9 as on 31st March 2019 is annexedto this Report (Annexure II).

Board Meetings

During the year Four (4) meetings of the Board of Directors were convened and held.The details of the meetings of the Board are furnished in the Corporate Governance Reportwhich forms part 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 thepreparation of the annual accounts for the year ended 31st March 2019 the applicableaccounting standards had been followed and there are no material departure; b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year 31st March 2019and of the profit of the company for the year ended on that date; c) the directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities; d) thedirectors had prepared the annual accounts for the year ended 31st March 2019 on a goingconcern basis; e) the directors had laid down internal financial controls to be followedby the company and that such internal financialcontrols are adequate and were operatingeffectively; f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' 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)

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 related parties were on an arm's lengthbasis and suitable disclosures as required under Ind AS-24 have been made in Note No. 31to the Financial Statements. In compliance of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Related Party Transactions Policy and the same is available on the Company'swebsite "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' Report for theyear ended 31st March 2019 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 Policyenvisages 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 Committee is provided inthe Corporate Governance Report. Your Company has formulated a Corporate SocialResponsibility Policy which has been approved by the Board indicating the projects orprograms to be undertaken by the Company in line with Schedule VII of the Act. The sameis 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 CSRactivities undertaken during the year 2018-19 in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed to this Report (AnnexureIV). 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. contribution made bythe

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 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 2019 the Company has not received anyComplaint pertaining to Sexual Harassment.

Acknowledgement

Your Directors place on record their sincere appreciation for significant employeesthrough their dedication hard work and commitment. The enthusiasm and unstinting effortsof the employees have enabled the Company to remain amongst the well performing units ofthe industry. Your Directors take this opportunity to express their gratitude to Centraland State Governments and their departments and the local authorities the Banks DealersStockists and Customers for their continued guidance and support to the Company during theyear under review.

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

For and on behalf of the Board
Sd/-
M B Raju
Place : Hyderabad Executive Chairman
Date : 28.05.2019 DIN: 00016652