Dear Shareholders,
The Directors of your company are glad to present the 43rd Annual Report together with
the Audited Financial Statements of the Company for the Financial Year ended 31st March
2023.
Financial Results:
The Financial Results for the year ended 31st March 2023 are summarized below:
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
78,154.48 |
79,184.38 |
Other Income (net) |
929.45 |
1,038.58 |
Total Income |
79,083.93 |
80,222.96 |
Operating expenses |
68,436.49 |
63,021.81 |
Depreciation and amortization expenses |
2,739.31 |
2,589.69 |
Total expenses before Finance cost, Exceptional Item and Tax |
71,175.80 |
65,611.50 |
Profit before Finance cost, Exceptional Item and Tax |
7,908.13 |
14,611.46 |
Less: Finance cost |
1,247.05 |
1,020.53 |
Exceptional Item |
- |
1,863.64 |
Current tax |
1,682.00 |
2,762.52 |
Deferredtax |
49.56 |
207.33 |
Net Profit after Tax |
4,929.52 |
8,757.44 |
Other comprehensive income |
(38.74) |
0.20 |
Total comprehensive income for the year |
4,890.78 |
8,757.64 |
Profit brought forward from previous year |
57,965.01 |
49,907.75 |
Less: Dividend (FY 2021-22 / 2020-21) |
(700.38) |
(700.38) |
Closing Balance of Profit |
62,155.41 |
57,965.01 |
Earnings Per Share (in Rs.) |
35.19 |
62.52 |
Results of Operations:
The profit after tax of the Company for the current year was at Rs.4,929.52 Lakhs as
compared to the previous year profit of Rs. 8,757.44 Lakhs. During the year there was no
change of business.
The Financial statements are required to be presented in accordance with the Ind-AS
requirements from the financial year 2018-19. As per Ind-AS requirements GST, rebates and
discounts are reduced from the Gross revenue.
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
Sale of products |
|
|
(a) Cement - Net Revenue |
77,270.51 |
78,048.08 |
(b) Power* (Net of charges for wheeling, banking) |
|
|
Wind |
42.49 |
59.30 |
Hydel |
685.74 |
570.58 |
Thermal |
17.75 |
309.24 |
Power - Net Revenue |
745.98 |
939.12 |
Other operating revenues |
|
|
Scrap sales |
137.99 |
197.18 |
Revenue (Net of Taxes and Rebates) |
78,154.48 |
79,184.38 |
* includes unbilled revenue.
Operational Results are further elaborated in the Management Discussion and Analysis
Report.
Transfer to Reserves:
Your Directors do not propose to transfer any amount to reserves for the financial year
ended 31st March 2023.
Dividend:
In consonance with the Company's policy of rewarding its shareholders on a consistent
basis, your directors have recommended final dividend of Rs.3.75/- per equity share i.e.
@75% dividend on the Equity Share Capital of the Company for FY 2022-23, subject to
approval of the members in the ensuing annual general meeting of the Company.
The web link for Dividend Distribution Policy is available at:
https://deccancements.com/pdf/Dividend-Distribution-Policy.pdf.
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 falling
within the purview of provisions of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
The details relating to deposits, covered under Chapter V of the Act,-
(a) Accepted during the year |
Nil |
(b) Remained unpaid or unclaimed as at the end of the year |
Nil |
(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved- |
|
(i) At the beginning of the year |
Nil |
(ii) Maximum during the year |
Nil |
(iii) At the end of the year |
Nil |
The details of deposits which are not in compliance with the requirements of Chapter V
of the Act: Not Applicable
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 SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.
Corporate Governance:
The Company's Report on Corporate Governance is attached, and forms part of this
Report.
Certificate from the Statutory Auditors of the Company M/s. M Anandam & Co.,
Chartered Accountants confirming the compliance with the conditions of Corporate
Governance 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 financial year 2022-23 (on 4th November 2022) the Company has transferred
unclaimed and unpaid dividend amount of Rs.3,20,566/- pertaining to the Financial Year
2014-15 to the Investor Education and Protection Fund (IEPF). Subsequently, on 11th May
2023 the Company has transferred unclaimed and unpaid dividend of Rs.6,52,065/-pertaining
to the Financial Year 2015-16 to the Investor Education and Protection Fund (IEPF).
The unclaimed/unpaid dividend, if any, pertaining to the financial year 2016-17 shall
be transferred to the Investor Education and Protection Fund (IEPF) on 10th September
2024, unless a claim by the respective member is lodged with the Company/RTA before that
date.
The year wise details of unpaid and unclaimed amounts lying with the Company as on 31st
March 2023 is available in the Company's website https://
deccancements.com/shareholders-information.php. Shareholders are advised to check their
unpaid and unclaimed dividend status and contact the Company for encashment of the same,
if depicting unpaid.
Section 124(6) of the Companies Act, 2013 read with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 mandates companies to
transfer shares in respect of which dividends remain unpaid / unclaimed for a continuous
period of seven years to the IEPF. Adhering to the various requirements set out in the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, during financial year 2022-23, through Corporate Action on 21st November
2022, the Company has transferred 10,950 equity shares belongs to 31 shareholders to the
IEPF Authority, further, through
Corporate Action on 18th May 2023, the Company has transferred 16,310 equity shares
belongs to 27 shareholders to the IEPF Authority, in respect of which dividend had
remained unpaid or unclaimed for seven consecutive years or more to the demat account of
IEPF Authority held with NSDL. Details of shares so far transferred to the IEPF Authority
are available on the website of the Company and the same can be accessed through the link:
http://www. deccancements.com/shareholders-information.php. The said details have also
been uploaded on the website of the IEPF Authority and can be accessed through the link:
www.iepf.gov.in.
Similarly, the shares in respect of which dividend are unpaid / unclaimed for a
continues period of seven years, since the dividend declared for Financial Year 2016-17,
will be due for transfer to IEPF on 10th September 2024.
The concerned members/investors are advised to visit the weblink
http://www.deccancements.com/ shareholders-information.php or visit the weblink of the
IEPF Authority https://www.iepf.gov.in/IEPF/ refund.html, or contact the Company's RTA
(KFin Technologies Ltd.), for detailed procedure to lodge the claim with the IEPF
Authority.
Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial
year 2016-17 and thereafter, are as under:
Financial Year |
Date of Declaration |
Face Value per Share (Rs.) |
% of Dividend Declared |
Dividend per Share (Rs.) |
Unclaimed and unpaid Dividend as on 31.03.2023 (Rs.) |
Due date of transfer to IEPF |
2016-17 |
11.08.2017 |
10.00 |
60 |
6.00 |
7,25,010 |
10.09.2024 |
2017-18 |
10.08.2018 |
5.00 |
60 |
3.00 |
4,60,218 |
13.09.2025 |
2018-19 |
07.08.2019 |
5.00 |
75 |
3.75 |
4,99,200 |
13.09.2026 |
2019-20* |
28.02.2020 |
5.00 |
80 |
4.00 |
6,00,272 |
07.03.2027 |
2020-21 |
14.09.2021 |
5.00 |
100 |
5.00 |
9,01,268 |
20.10.2028 |
2021-22 |
14.09.2022 |
5.00 |
100 |
5.00 |
5,10,129 |
20.10.2019 |
* Interim Dividend
Directors and Key Managerial Personnel:
On 7th November 2022, Dr. Surendra Ambalal Dave took retirement from the Directorship
of the Company.
On 19th June 2023, Mr. M. B. Raju, Executive Chairman and Promoter of the Company,
passed away.
On 11th August 2023, the Board of Directors of the Company elected Ms. P. Parvathi
(DIN: 00016597), Managing Director of the Company, as the Chairperson of the Board as well
as of the Company.
Pursuant to Section 152 of the Companies Act, 2013 Mr. R Gopalakrishnan (DIN: 00296413)
is liable to retire by rotation at the forthcoming Annual General Meeting and being
eligible has offered himself for reappointment. The Board recommends his reappointment.
Brief resume of the Director(s) retiring by rotation, including nature of their
experience in specific functional areas, names of companies in which he holds directorship
and membership of committees of the Board is appended to the Notice calling the 43rd
Annual General Meeting.
Familiarization program for Independent Directors:
The Company has adopted a familiarization programme prepared in the line of Regulation
25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for Independent Directors to familiarize them with the
Company's philosophy, vision, mission, strategies, operations and functions. The details
of 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 under
Section 149 of the Companies Act, 2013, confirming that he/she meets the criteria of
independence laid down in Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
Statutory Auditor:
M/s. M. Anandam & Co., Chartered Accountants (FRN 000125S) were re-appointed as
Statutory Auditor of the Company for a second term of 5 Consecutive years at the 42nd
Annual General Meeting held on 14th September 2022 to hold office till the conclusion of
47th Annual General Meeting of the Company.
The Notes on the 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:
M/s. Aruna Prasad & Co., Cost Accountants, Chennai, has been re-appointed by the
Board of Directors as Cost Auditor of the Company for the Financial Year 2023-24. The
remuneration of the cost auditor is required to be ratified by the members in accordance
with the provisions 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
the 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 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company engaged the services of M/s. V. Shankar & Co., Company Secretaries, Hyderabad
to conduct the Secretarial Audit of the Company for the financial year ended 31st March
2023. 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.
Annual Return:
The Annual Return for FY 2022-23 is available on the website of the Company and the
same can be accessed through the link: http://www.
deccancements.com/shareholders-information.php.
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 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 2023, 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 2023 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 2023 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.
CEO/CFO Certification:
The CEO and CFO certification on the Financial Statements for Year 2022-23 is provided
elsewhere 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 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):
The Company had not entered into any arrangement/ transaction with related parties
which is material in nature and accordingly, the disclosure of Related Party Transactions
in Form AOC-2 is not applicable.
Transactions entered by the Company with its related parties were on an arm's length
basis and suitable disclosures as required under Ind AS-24 have been made in Note No. 34
to the Financial Statements.
In compliance of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party
Transactions Policy and the same is available on the Company's website
https://deccancements.com/corporate-governance. php.
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 2023 are given in Annexure II.
Internal Control Systems and its Adequacy:
The details in respect of internal control and its adequacy are included in the
Management Discussion & Analysis, which forms part of this report.
Risk Management:
Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 the Board of Directors
have constituted the Risk Management Committee which has been entrusted with the
responsibility to assist the Board in (a) Overseeing and approving the Company's
enterprise risk management framework; and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit, market, liquidity, security,
property, Information Technology, legal, regulatory, reputational and other risks have
been identified and assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks.
After reviewing the existing risk management policy and a number of discussions,
assessments, the Risk Management Committee had suggested the revised comprehensive Risk
Management Policy to the Board for adoption. After a lengthy discussion, the Board
approved the revised comprehensive Risk Management Policy of the Company. The Risk
Management Policy is disclosed in the company's website
https://deccancements.com/corporate- governance.php. The Risk Management Policy 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 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 www.deccancements.com.
A brief outline of the CSR policy of the Company and the Annual Report on CSR
activities undertaken during the year 2022-23 in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Report as Annexure
III.
Board Evaluation:
In compliance of the provisions of the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the annual performance evaluation of individual directors was carried out by the
Board.
The detailed criteria in which the performance of the individual directors was carried
out has been disclosed in the Corporate Governance Report.
The Performance evaluation of independent directors was done by the entire Board of
Directors excluding the director being evaluated.
Particulars of Employees:
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is given in Annexure IV.
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) Rules, 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 2023, the Company has not received any
Complaint pertaining to Sexual Harassment.
Others:
Your company's affairs are being managed in a fair and transparent manner. There were
no material changes and commitments affecting the financial position of the company
between the end of the financial year and the date of this report. No significant and
material orders have been passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future. No application has been made
under the Insolvency and Bankruptcy Code, 2016 during FY 2022-23 and thereafter. For FY
2022-23 the Auditors of the Company did not report any frauds to the Audit Committee under
sub-section (12) of section 143 of the Companies Act, 2013. There was no change in the
nature of business of the Company during FY 2022-23 and thereafter. Maintenance of cost
records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and accordingly such accounts and records
are being made and maintained.
Acknowledgement:
Your Directors place on record their sincere appreciation for significant contribution
made by the employees through their dedication, hard work and commitment. The enthusiasm
and unstinting efforts of the employees have enabled the Company to remain amongst the
well performing units of the industry.
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 are also grateful to the shareholders for their confidence and faith
reposed in the Company.
For and on behalf of the Board of Directors, |
|
Deccan Cements Limited |
|
|
Sd/- |
|
P Parvathi |
Place: Hyderabad |
Chairperson and Managing Director |
Date: 11th August 2023 |
DIN :00016597 |