The Directors of your company are glad to present the 40th Annual Reporttogether with the Audited Financial Statements of the Company for the Financial Year ended31st March 2020.
The Financial Results for the year ended 31st March 2020 are summarizedbelow:
| || ||(Rs. in Lakhs) |
|Particulars ||2019-20 ||2018-19 |
|Revenue from operations ||55584.82 ||65141.52 |
|Other Income (net) ||955.66 ||987.02 |
|Total Income ||56540.48 ||66128.54 |
|Operating expenses || || |
|Depreciation and ||47755.17 ||55619.22 |
|amortization expenses ||2091.25 ||2231.21 |
|Total expenses ||49846.42 ||57850.43 |
|Profit before Finance cost and Tax and Exceptional || || |
|Item ||6694.06 ||8278.11 |
|Less: Finance cost ||677.62 ||773.04 |
|Exceptional Item ||962.41 ||- |
|Current tax ||1235.89 ||2649.41 |
|Deferred tax ||(1846.24) ||249.66 |
|Net Profit after Tax ||5664.38 ||4606.00 |
|O t h e r c o m p r e h e n s i v e income ||(5.06) ||3.76 |
|Total comprehensive income for the year ||5659.32 ||4609.76 |
|Profit brought forward from previous year ||34049.42 ||29946.28 |
|Less: Dividend (including || || |
|Corporate Dividend Tax) ||(1308.74) ||(506.61) |
|Closing Balance of Profit ||38400.00 ||34049.42 |
|Earnings Per Share (in Rs.) ||40.44 ||32.88 |
Results of Operations:
The profit after tax of the Company for the current year was at Rs. 5664.38 Lakh ascompared to the previous year profit of Rs. 4606.00 Lakh. During the year there is nochange 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 a decrease in revenues by14.67%. As per Ind-AS requirements GST rebates and discounts are reduced from the Grossrevenue. For the sake of better understanding the changes in the Gross and the NetRevenue disclosed in the financial statements are given below:
| || ||(Rs. in Lakhs) |
|Particulars ||2019-20 ||2018-19 |
|Sale of products || || |
|(a) Cement - Gross || || |
|Revenue ||80515.42 ||91072.57 |
|GST ||17601.51 ||19919.02 |
|Rebates ||8023.92 ||6739.84 |
|Cement - Net Revenue ||54889.99 ||64413.71 |
|(b) Power || || |
|(Net of charges for wheeling banking) || || |
|Wind ||47.68 ||77.81 |
|Hydel ||519.30 ||347.71 |
|Thermal ||- ||135.87 |
|Power Net Revenue ||566.98 ||561.39 |
|Other operating revenues || || |
|Scrap sales ||127.85 ||166.42 |
|Revenue (Net of Taxes and Rebates) ||55584.82 ||65141.52 |
Operational Results are further elaborated in the Management Discussion and AnalysisReport.
In consonance with the Company's policy of rewarding its shareholders on a consistentbasis your directors declared interim dividend of Rs. 4/- per equity share i.e. @80%dividend on the Equity Share Capital of the Company for FY 2019-20. The said dividend waspaid during March 2020.
The cash outflow for interim dividend FY 2019-20 was Rs. 560.30 Lakh and Rs. 115.19Lakh towards tax on dividend totaling to Rs. 575.49 Lakhs. The cash outflow for dividenddeclared for FY 2018-19 was Rs. 525.28 Lakh and Rs. 107.97 Lakh towards tax on dividendtotaling to Rs. 633.25 Lakhs.
Your directors have not recommended any final dividend for the financial year 2019-20.
Your directors have not proposed to transfer any sum to Reserves for the financial year2019-20.
There is no change in the capital structure during the year.
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.
Business Responsibility Report:
Business Responsibility Report as per regulation 34 of the listing regulations formspart of this Annual Report.
The Company's Report on Corporate Governance is attached and forms part of thisReport.
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
During the year the Company has transferred a sum of Rs. 368844/- the unclaimed andunpaid dividend pertaining to the Financial Year 2011-12 to the Investor Education andProtection Fund (IEPF) in compliance with applicable provisions of the Companies Act2013. Further the unclaimed and unpaid dividend amount pertaining to the Financial Year2012-13 is due for transfer to IEPF on 18th September 2020. The year wisedetails of unpaid and unclaimed amounts lying with the Company as on 31stMarch 2020 are uploaded to IEPF portal of the Ministry of Corporate Affairs
(MCA) "www.iepf.gov.in" and also available in the Company's website "www.deccancements.com".Shareholders are advised to check their unpaid and unclaimed dividend status and contactthe Company for encashment of the same if depicting unpaid. Section 124(6) of theCompanies Act 2013 read with the Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 mandates companies to transfer shares againstwhich dividends remain unpaid / unclaimed for a continuous period of seven years to theIEPF. As per the Ministry of Corporate Affairs General Circular No.12/2017 dated
16th October 2017 the Company has transferred 11300 equity sharesbelonging to 32 shareholders through corporate action on 15th October 2019 tothe demat account of IEPF Authority held with NSDL. Similarly the shares in respect ofwhich dividend are unpaid / unclaimed for a continues period of seven years since thedividend declared for the Financial Year 2012-13 are due for transfer to IEPF on 18thSeptember 2020.
Directors and Key Managerial Personnel:
During the year Mr. K. P. Singh Independent Director was re-appointed by theshareholders of the Company by passing a special resolution for the Second Term of 5(Five) Consecutive Years with effect from 29th September 2019 to 28thSeptember 2024. The terms and conditions of appointment of independent directors are asper Schedule IV of the Act. They have submitted declarations that each of them meets thecriteria of independence as provided and in Section 149(6) of the Act and there has beenno change in their status as independent director during the year.
Pursuant to Section 152 of the Companies Act 2013 Mr. M. B. Raju (DIN: 00016652) isliable to retire by rotation at the forthcoming Annual General Meeting and being eligiblehas offered himself for reappointment.
The Board recommends his reappointment.
As per the recommendation of the Nomination and Remuneration Committee your Directorsappointed Mr. Shonti Venkateswarlu (DIN: 08602254) as an
Additional Director of the Company with effect from 11th November 2019who will holds office of Director up to the date of ensuing Annual General Meeting of thecompany. Further subject to the approval of the members he was appointed as Whole-timeDirector of the Company with designation Director (Works) for a period of 5 (five) yearswith effect th November 2019. As per the recommendation of the Nomination andRemuneration Committee the Board recommends his appointment as Director liable to retireby rotation at the ensuing Annual General Meeting of the company. Further the Boardrecommends to accord approval in connection with his appointment as a Whole-time Directorof the Company with designation Director (Works).
Further as per the recommendation of the Nomination and Remuneration Committee yourDirectors appointed Mrs. Mahpara Ali (DIN: 06645262 and Independent Director RegistrationNo. IDDB-DI-202002-008803) as an Additional Director of the Company in the category ofIndependent Director with effect from1 st April 2020 who will holds officeof Director up to the date of ensuing Annual General Meeting of the company. As per therecommendation of the Nomination and Remuneration Committee the Board recommends herappointment as an Independent Director for a term of
5 years with effect from 1st April 2020.
The company has received requisite declaration from Mrs. Mahpara Ali pursuant to theprovisions of Section 149(7) of the Act that she meets the criteria of independence asprovided in Section 149(6) of the Act.
In the opinion of the Board Mrs. Mahpara Ali fulfills the conditions specified in theAct and the Rules made thereunder to be appointed as an Independent Director. Brief resumeof the Director(s) retiring by rotation seeking appointment including nature of theirexperience in specific functional areas names of companies in which they holddirectorship and membership of committees of the Board is appended to the Notice callingthe 40th Annual General Meeting. Pursuant to Section 2(51) and Section 203 of the Act readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the financial year 2019-20 under review the following changes were made in theposition of Keyfrom 11 Managerial Personnel of the Company:
1. Mr. S. K. Mishra resigned from the position of Company Secretary and relieved fromhis duties on 10th June 2019 and in his place Mr. Bikram Keshari Prustyjoined as Company Secretary of the Company with effect from 8 th July 2019.
2. Mr. RVA Narasimha Rao Chief Financial Officer of the Company was superannuated on29th June 2019 and in his place Mr. D. Raghava Chary is designated as ChiefFinancial Officer Company with effect from 1st July 2019.
3. Mr. S. Venkateswarlu Senior Vice President (Works) is appointed as Whole TimeDirector with designation Director (Works) with effect from 11th November2019.
Ms. P Parvathi Managing Director 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 are available on the Company's website at "www.deccancements.com". Declaration by Independent Directors:
Your Company has received necessary declaration from each independent director underSection 149 of the Companies Act 2013 confirming that he/she meets the criteria ofindependence laid down in Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.
M/s. M Anandam & Co. Chartered Accountants Secunderabad were appointed asStatutory Auditors of the Company in the 37th annual general meeting of theCompany held on 11th August 2017 for a period of five years i.e. till theconclusion of the 42 nd annual general meeting to be held in the year 2022 forFY 2021-22.
The Notes on the financial statements referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
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 2020-21. 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.
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 31st March2020. 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 theSecretarial Audit Report.
Extract of Annual Return:
An extract of Annual Return in Form MGT-9 as on 31st March 2020 is annexedto this Report (Annexure II).
During the year Five (5) 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 the preparation of the annual accounts for the year ended 31st March2020 the applicable accounting standards had been followed and there are no materialdeparture;
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 2020 and of the profit of the company for the year ended on that date;
c) the directors had taken proper and for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts for the year ended 31stMarch 2020 on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financialcontrols 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.
The CEO and CFO certification on the Financial Statements for Year 2019-20 is providedelsewhere in this Annual Report.
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 relatedparties were on an arm's length basis and suitable disclosures as required under Ind AS-24have been made in Note No. 32 to the Financial Statements. In compliance of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has formulated a Related Party Transactions Policy and the same isavailable on the Company's website "www. deccancements.com".
Energy Conservation Technology Absorption and
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.
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 envisages identification of risk and procedures for assessment andmitigation 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 2019-20 in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed to thisReport (Annexure IV).
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. contribution made by the During the financial year under review noneof the
Company's employees are in receipt of remuneration more than the limit prescribed underSection 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial 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 2020 the Company has notreceived any Complaint pertaining to Sexual Harassment.
Impact assessment of the global health pandemic COVID - 19 and related estimationuncertainty:
Your Company had suspended operations w.e.f. 23.03.2020 as per the directives of boththe Central and State Governments in the wake of COVID -19 pandemic. The Company'soperations were impacted in the month of March 2020. The Company has made an assessment onmeasurement of assets and liabilities including recoverability of carrying values of itsassets it liquidity position and ability to repay its debts for the next year andconcluded that no material adjustments are considered necessary. From 20thApril 2020 operations have commenced in a phased manner taking into account directivesfrom the Government.
The Company has not availed moratorium allowed by RBI for payment of its debtobligations and the Company continues to service all its payment obligations in time. TheCompany has adequate liquidity in the form of cash and credit facilities/lines for meetingits funds requirements.
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
Executive Chairman DIN: 00016652
Place: Hyderabad Date: 25th June 2020