DIRECTORS' REPORT Dear Shareholders, The Directors of your company are glad to present the 35th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2015. 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. 2.50/- per equity share i.e. 25% 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 2015 will be Rs. 175.09 Lakh and Rs. 35.01 Lakh towards dividend distribution tax. In the previous year ended 31st March 2014 dividend amount was Rs. 84.05 Lakh and dividend distribution tax was Rs. 14.28 Lakh. Your directors propose to transfer Rs. 149.61 Lakh to Reserves. Capital Structure During the Financial year under review, there was no change in the Share Capital of the Company. Fixed Deposits During the year under review, the Company has not accepted any deposits. The position as on 31st March 2014 was Rs. 940.25 Lakh. In compliance with the provisions of Section 74 of the Companies Act, 2013 the company has repaid all the deposits accepted till 31st March 2014 by 31st March 2015 and the balance stood at Nil. 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 Bhaskara Rao & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is appended to this Report. Transfer to Investor Education and Protection Fund During the year, the Company has transferred a sum of Rs. 3,52,933/-, the unclaimed/unpaid dividend amount pertaining to the financial year 2006-07, to the Investor Education and Protection Fund (IEPF) in compliance with applicable provisions of Section 124 of the Companies Act, 2013. Further the unclaimed/unpaid amount pertaining to the Financial Year 2007-08 is due for transfer to the IEPF on 4th October 2015. The year-wise details of unclaimed dividend are uploaded to IEPF portal of Ministry of Corporate Affairs (MCA) and as well as available in the website of the Company at www.deccancements.com Shareholders are advised to check their unpaid/unclaimed dividend status and contact the Company for encashment of the same if, depicting unpaid. Directors and Key Managerial Personal 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 is eligible for re-appointment. Pursuant to Section 149 and 152 of the Companies Act, 2013 and the Rules thereunder read with Schedule IV of the Act, Mr. Umesh Shrivastava, Dr. S A Dave, Mr. J Narayanamurty and Mr. K P Singh were appointed as independent directors at the annual general meeting of the Company held on 29th September 2014 for a period of 5 years. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. During the year, the Independent Directors of the company had no pecuniary relationship or transactions with the Company except sitting fee and commission paid to them. 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 an independent director during the year. During the year Ms. P Parvathi, Managing Director, Mr. RVA Narasimha Rao, Chief Financial Officer (CFO) and Mr. S K Mishra, Company Secretary were designated as "Key Managerial Personnel" of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Familiarization program for Independent Directors In terms of Clause 49 of the Listing Agreement, the Company has adopted a familiarization programme for Independent Directors. Every independent director of the board shall be provided with the programme to familiarize himself with the Company's philosophy, vision, mission, strategies, operations and functions. The details of the familiarization programme adopted by the Company 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 Bhaskara Rao & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors of the Company in the thirty fourth annual general meeting of the Company held on 29th September 2014 for a period of three years i.e. till the conclusion of the thirty seventh annual general meeting to be held in the year 2017, subject to ratification of their appointment at every AGM. Their appointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting will be ratified at the ensuing annual general meeting. The Company has received confirmation regarding their consent and eligibility that their appointment, if ratified, would be within the prescribed limits under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified. The Notes on 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 201516. The remuneration of the cost auditor is required to be ratified by the members in accordance with the provisions of Section 148(3) of the Companies Act, 2013 and Rule 14 of 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 & Co., Company Secretary in Practice, Hyderabad to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2015. 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 2015 is annexed to this Report (Annexure II). Board Meetings During the year, four (4) meetings of the Board were held. The details of the meetings 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 2015, 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 2015 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 2015 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) Transactions entered by the Company with its related parties during the year were on an arm's length basis. The Company had not entered into any arrangement / transaction with related parties which could be considered material in nature and accordingly the disclosure of Related Party Transactions in Form AOC 2 is not applicable. However, Suitable disclosures as required under AS-18 have been made in Note 29 to the Financial Statements. In compliance of Clause 49 of the Listing Agreement 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 2015 are given in Annexure III. Risk Management The Company has framed a Risk Management Policy. The detail of policy is disclosed in the company's website www.deccancements.com The Risk Management Policy of the Company 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 Corporate Social Responsibility 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 at www.deccancements.com A brief outline of the Corporate Social Responsibility policy of the Company and the Annual Report on CSR activities undertaken during the year 2014-15 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report (Annexure IV). Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Independent Directors at their meeting without the participation of the Non-independent Directors and the members of Management, evaluated the Board's performance. The Board as per the recommendations of the Nomination and Remuneration Committee has framed the performance evaluation criteria for the Board and its members. A questionnaire for the evaluation of the Board and its members prepared in accordance with the framework of the performance evaluation of the Board and its members, including composition and quality, roles and responsibilities, processes and functioning, adherence to the Code of Conduct and ethics and best practices in Corporate Governance was circulated to the directors. Particulars of Employees The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are 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) Rule, 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 2015, the Company has not received any Complaint pertaining to Sexual Harassment. Acknowledgement 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 place on record their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain amongst the well performing units of the industry. 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 Executive Chairman DIN: 00016652 Place : Hyderabad Date : 11.08.2015 |