Today's Top Gainer
Note:Top Gainer - Nifty 50 More
Your Directors have pleasure in presenting the 40th Annual Report together with the Audited Financial statements for the year ended 31st March 2019.
The Financial Results for the year ended 31st March 2019 are summarized below:
|(Rs. In Lakhs)|
|Income (Sales and other Income)||12344.71||17280.10|
|Profit before Depreciation, Interest & Taxes||1438.11||1950.60|
|Profit after Tax||515.74||1047.98|
|Other Comprehensive Income||(92.38)||44.94|
|Total Comprehensive Income||423.36||1092.92|
|Share Capital (No. of shares)||7773858||7773858|
Your Directors are pleased to recommend for your consideration a Dividend of Rs. 3.00 per equity share for the year ended 31.03.2019 which aggregates to Rs. 233.22 lacs excluding dividend distribution Tax. Your directors feel that it shall be appropriate to recommend dividend at Rs. 3.00 per equity share at par with the dividend declared in the past two years despite the fact that the financial performance of the company suffered a setback due to sub-dued overall performance in the year under review on account of multifarious factors.
TRANSFER OF PROFITS TO RESERVES.
The company has decided not to transfer any sum to reserves from out of the current years profits. In the preceding year as well, no sum was transferred to reserves from out of the profits of the preceding year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of section 124 and 125 of the Companies Act, 2013 and in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares on which dividend has not been claimed for seven consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) Authority.
Accordingly, the company has transferred 28,411 equity shares to the Investor Education and Protection Fund (IEPF) Authority during the year ended 31st March, 2019. To claim the equity shares and dividend which were transferred to the IEPF, the shareholders are requested to visit the website of the company www.kakativacements.com to know the procedure to claim the shares and dividend transferred to IEPF.
According to Section 205C of the Companies Act, 2013 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, the company has transferred unclaimed dividend amounting to Rs. 81,054 to the Investor Education and Protection Fund established by the Central government during the year under review. The said transfer is in respect of the unclaimed dividends for the financial year 2010-2011.
MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134 (3) (l), of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the Report.
The company has not accepted any deposits during the year under review and there were no outstanding deposits as at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
There are no significant and material orders passed by the Regulators or courts or tribunals in the year under review impacting the going concern status and companys operations in future.
RE-APPOINTMENT OF INDEPENDENT DIRECTORS
The members at the Annual General Meeting of the company held on 14th July, 2014 approved the appointment of Shri K Venkat Rao (DIN 06566627), Shri B V Subbaiah (DIN 01147062) and Shri T R C Bose (DIN 00160630) as Independent Directors of the company for a period of five years with effect from 14th July, 2014 (first term). The directors will complete their present term on 13th July, 2019.
In terms of SEBI (LODR) Amendment Regulations dated 9th May, 2018, effective from 1st April, 2019, consent of the members by way of special Resolution is required to be obtained for continuation of a non-executive director beyond the age of 75 years.
The Company, therefore, proposes to re-appoint Shri B V Subbaiah and Shri T R C Bose as Non-Executive Independent Directors for a second term for a period of five years effective from 1st April, 2019 till 31st March, 2024 to provide continuity in office and also in compliance with Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Shri B V Subbaiah and Shri T R C Bose have crossed the age of 75 years.
The company also proposes to re-appoint Shri K Venkat Rao (DIN 06566627) as Non-Executive Independent Director for a second term for a period of five years effective from 14th July, 2019 till 13th July, 2024.
The company opines that all the three independent directors have contributed significantly to the growth and development of the company and therefore the company thought it appropriate and prudent to re-appoint the independent directors for a further period of five years to continue to have the advice and counsel. The details regarding the proposal has been set out in the notice in Item No. 5, 6 and 7. The Members are requested to accord their approval and pass the special Resolutions in this regard.
DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of the Companies Act, 2013, Smt. M Varalakshmi, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.
The brief profile of Smt. M Varalakshmi, director who is seeking re-appointment at the ensuing Annual General Meeting is presented elsewhere in this Annual Report.
As on 31st March, 2019, 74,14,768 shares were dematerialised with National Securities Depository Limited and Central Depository Services Limited which constitutes 94.64% of the shares of the company. Members may please note that it is a mandatory requirement that the company shall endeavour to ensure that at least 50% of the shareholding of the public shareholders is in the dematerialised mode.
The company, therefore once again requests such of the public shareholders who have not yet dematerialised their shares to initiate immediate steps to complete the process of dematerialisation.
PERFORMANCE OF THE YEAR UNDER REVIEW
During the year under review, the Cement Division has produced 200779 MT as against 1,64,207 MT in the year ago period thereby registering an increase of 22.27%.
Members are aware that the cement plant was shutdown during 2017-2018 and that the company thereafter complied with the conditions stipulated by Central pollution Board (CPCB) and secured revocation order from CPCB in April, 2018. The power connection was restored and thereupon, the operations were restarted.
The Cement Division has clocked a turnover of Rs. 65.28 crores as against the turnover of Rs. 62.54 crores recorded in the previous year and this works out to a rise of 4.38%.
The Cement Division has earned Profit Before Tax (PBT) of Rs. 7.07 crores in the year under review as against Rs. 4.81 crores earned in the previous year. This works out to an increase of 46.98% over the previous year.
The Sugar cane crushed in the sugar division in the year under review is 1,66,932 MT as against 1,49,121 MT in the previous year there by recording an increase of 11.94%. The company could not procure the mandals and villages of its choice even in the year under review and the cane development has, therefore, not witnessed significant improvement. The inadequate availability of water sources has also impacted the cane production and by extension even the production of sugar to a significant level.
The recent Government Regulation restricting the sale of the sugar has also impacted the quantum of sales during the year under review.
Due to the cumulative factors cited above, the sugar division has clocked a turnover of Rs. 39.40 cores in 2018-2019 in comparison with Rs. 89.33 crores in the preceding year and thereby registering a decline of 55.89% over the year ago period. The sugar division recorded profit before tax (PBT) of (12.54) crores in the year under review as against profit before tax (PBT) of Rs. 5.32 crores in the preceding year.
The Power Division has generated 2,61,17,257 KWH in 2018-2019 as against 2,44,04,891 KWH of power in the preceding year thereby recording an increase of 7.02%. Members are aware that the company has not been able to generate power during off-season period in the power division since the Government of Telangana has not been conceding to the request of the power entities to generate power using coal as an alternative fuel to the bagasse.
The power division has clocked a turnover of Rs. 20.59 crores in the year under review as against the turnover Rs. 13.81 crores made in the year-ago period and this works out to a an increase of 49.13% over the previous year.
The power Division could earn a Profit before tax (PBT) of Rs. 9.17 crores as against Rs. 4.69 crores in the previous year thus recording an increase of 95.52% in the year under review.
CURRENT YEAR OUTLOOK:
Taking into account the market conditions and other factors, the company has set a target of its cement production at 2,75,000 MT for the current year.
The sugar division is impacted by various issues during the year under review. The scarcity of water sources, loss of productive areas in the zonal allocation made by the government in 2017 and poor cane development are some of the critical factors, and in view of these factors, your company has set a target of 80,000 MT of cane crushing in the current year.
The performance of power division is directly linked to the operational level of the sugar division. A favorable government policy with regard to utilization of coal as an alternative fuel to bagasse during off- season of the power division is yet to crystallize since the government has not been permitting the power generating companies to utilize the coal as an alternative fuel to bagasse for the past three years. In view of this, the performance of the power division will continue to be low and added to this factor, any serious impediments to the sugar division will further impact the performance of the power division.
All the properties of the Company including its buildings, Plant and Machinery and Stocks wherever required have been adequately insured.
Disclosures under the Companies Act, 2013
I) EXTRACT OF THE ANNUAL RETURN:
The extract of the Annual Return as per provisions of section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 in form MGT-9 is posted on the website at www.kakatiyacements.com.
II) BOARD MEETINGS:
During the year under review, 4 (Four) Board Meetings were held. The details of the Board Meetings and the attendance of the Directors are furnished elsewhere in the Corporate Governance Report.
III) CHANGES IN SHARE CAPITAL
There is no change in the Share Capital during the year under review.
IV) AUDIT COMMITTEE:
The terms of reference of the Audit Committee encompasses the requirements of Section 177 of Companies Act, 2013 and Regulation 18 of the Listing Regulations and, inter alia includes:
a. To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the financial reports of the company and internal control systems. Examination of scope of audit and observations of the Auditors / Internal Auditors and overseeing that the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.;
b. To call for the comments of the auditors about internal control systems, scope of audit, including the observations of the auditors and review of financial statements before their submission to the Board and also to discuss any related issues with the internal and statutory auditors and the management of the company;
c. To evaluate internal financial controls and risk management systems;
d. To, inter-alia, review Management Discussion and Analysis of financial conditions, results of operations and Statement of Significant Related Party transactions submitted by the management before submission to the Board;
e. To investigate into any matter in relation to the items referred to it by the Board and for this purpose obtain professional advice from external sources if required;
f. To make recommendations to the Board on any matter relating to the financial management of the company including the Audit Report;
g. To approve Related Party Transactions.
h. Reviewing the functioning of the Whistle Blower mechanism;
i. Recommending the appointment, re-appointment, and if required, the replacement or removal of the statutory auditors and fixation of audit fee and approval for payment for any other services.
More details of the Audit Committee are furnished in the Corporate Governance Report.
V) REMUNERATION POLICY:
The Company follows a policy on remuneration of Directors and Senior Management personnel. The Policy is approved by the Nomination and Remuneration Committee and the Board.
More details on the same are given elsewhere in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE:
The main scope of the Nomination and Remuneration Committee is to determine and recommend to the Board the persons to be appointed / re-appointed as Executive Directors / Non-Executive Directors.
The committee also determines and recommends to the Board the financial component. The compensation of the Executive Directors comprises of fixed components and may include also commission based on the profits earned by the company.
The compensation is determined based on the levels of responsibility and the parameters prevailing in the industry. The Executive Directors are not paid any sitting fee for Board / Committee meetings attended by them. The Non-Executive Directors are paid sitting fee for Board / Committee Meetings attended by them and no other payment is made to them.
The Nomination and Remuneration Committee examines and devises a policy on Board diversity and to formulate criteria for determining qualifications, experience, positive attributes and independence. It also recommends to the Board the factors to be reckoned with in determining the remuneration payable to the Directors.
More details of the Nomination and Remuneration Committee are furnished elsewhere in the Corporate Governance Report.
VI) RELATED PARTY TRANSACTIONS
Particulars of contracts / arrangements entered into by the company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 have been provided in Form No.AOC-2 pursuant to clause (b) of sub Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same are annexed to this Report. (Annexure-1)
VII) STATEMENT OF PARTIULARS OF APPOINTMENT AND REMUNERATION OF THE MANAGERIAL PERSONNEL:
The statement of particulars of Appointment and Remuneration of Managerial Personnel as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.(Annexure-2)
VIII) STATEMENT OF DECLARATION FURNISHED BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
The independent Directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.
IX) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign exchange outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed to this Report.
The Composition and other details of the Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee are furnished in the Corporate Governance Report. The other details in respect of Audit Committee and Corporate Social Responsibility Committee are also furnished in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c) and 134 (5) of the Companies Act, 2013 with respect to the Directors Responsibility statement, the Board of Directors of the Company hereby confirm:
a. That in the preparation of annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom.
b. That the Directors have 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 as on 31st March, 2019 and of Profit of the Company for that period.
c. That the Directors have taken proper and sufficient care for 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. That the Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2019 on a going concern basis.
e. That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
EVALUATION OF THE BOARDS PERFORMANCE:
In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review.
More details on the same are furnished elsewhere in the Corporate Governance Report.
M/s. Ramanatham & Rao, Chartered Accountants, (Regn. No.S-2934) Secunderabad have been appointed as Statutory Auditors of the company at the 38th Annual General Meeting held on September 25, 2017 in accordance with the provisions of Section 139 and Section 142(1) of the Companies Act, 2013 read with the companies (Audit and Auditors) Rules, 2014 and other applicable rules, if any (including any statutory modifications or re-enactment thereof for the time being in force). The appointment as Statutory Auditors was for a period of five years from the conclusion of the 38th Annual General Meeting till the conclusion of the 43rd Annual General Meeting to be held in the year 2022. Consequently M/s. Ramanatham & Rao, Chartered Accountants (Regn. No.S-2934) continues to be the Statutory Auditors of the company till the conclusion of 43rd Annual General Meeting as approved by the shareholders at the 38th Annual General Meeting held on September 25, 2017.
As per section 148 of the companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, Cost records are required to be audited. Based on the recommendation of Audit Committee, your Board has appointed M/s. Narasimha Murthy, Cost Accountants, Hyderabad as Cost Auditors for the current year and necessary Resolution for ratification of their remuneration is being placed before the shareholders for their approval in terms of Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014. The Board has appointed Smt. Manjula Aleti, Company Secretary in whole-time Practice to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 for the financial year 2018-2019.
The Secretarial Audit Report issued by Smt. Manjula Aleti practicing Company Secretary in Form-MR 3 is annexed to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.(Annexure -3)
The certificate issued by Smt. Manjula Aleti practicing Company Secretary under schedule V (C)(10)(i) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 stating that none of the directors of the company have been debarred or disqualified from being appointed are continuing as directors of the company pursuant to the directives of SEBI/ Ministry of Corporate Affairs or such statutory authority as on 31st March, 2019 is annexed to this Report. (Annexure -4)
SEBI has made it mandatory on the part of the Listed Companies to secure an Annual Secretarial Compliance Report from a practicing Company Secretary on compliance of all applicable SEBI Regulations and Circulars / guidelines issued there under.
The Company has obtained the Annual Secretarial Compliance Report from Smt. Manjula Aleti practicing Company Secretary for the year ending 31st March, 2019 and the same is annexed to this Report. (Annexure-5)
VIGIL MECHANISM AND WHISTLE BLOWING POLICY:
The Company has modified its Vigil Mechanism and Whistle Blower Policy in 2019 where in the duties and obligations of the directors and designated persons have also been prescribed in respect of insider trading of the securities of the company as any acts in violation of the law and the codes prescribed by the company are viewed as offences for which the company is empowered to levy penalties on the offenders. The rest of the code is not disturbed. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and also envisages direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
The whistle blower policy aims at conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The policy on vigil mechanism and whistle blower policy may be accessed on the companys website:www.kakatiyacements.com.
RISK MANAGEMENT COMMITTEE:
The objective behind constitution of the Risk Management Committee is to identify risk, develop appropriate risk mitigation strategies and to monitor activities of the organization and also to highlight the systematic study safeguards against threats, loss and damages of brand, reputation and assets of the company. Improvement of level of awareness and appreciating and managing material business risks are also the objectives of the Risk Management Committee.
The Committee, besides identifying the risk factors, is also expected to manage and monitor risk and ensure that proper internal systems and processes are in place.
More details of the committee are furnished in the Corporate Governance Report.
The Company has been making endeavors to protect the environment from the evil effects of pollution from time to time.
Planting of saplings and seedlings in and around the factories and colonies is being done on a continuous basis so as to develop green belt around the plant to improve the environment.
MANAGEMENT DISCUSSION AND ANALYSIS 2017
a) Industry Structure and Development:
The company has a well developed net work of dealers for its cement plant located in the states of Telangana and Andhra Pradesh and the company therefore is in a reasonably comfortable position in securing orders from its clients. It is heartening to note that some of the dealers have been patronizing the company since inception and the strong bondage that is developed between the company and dealers is one of the prominent features of this mutually beneficial relationship.
The sugar industry is essentially seasonal in its nature. The availability of cane, good rainfall and proper irrigation facilities are primary issues that determine the fortunes of the industry. The allocation of zonal area to the sugar units by the department is also an important factor as allotment of villages having growth potential for cultivation of cane will facilitate higher cane production leading to production of higher volumes in the sugar industry.
b) Opportunities and Threats:
The company is desirious of reaping the benefits of its well positioned dealer net work across the states of Telengana and Andhra Pradesh in respect of its cement plant and will make every effort to overcome the bottlenecks in achieving the targeted operations in its cement plant .
The Government of Telangana has not been permitting power generators to use coal as an alternative fuel during the off season of the sugar industry as a matter of policy which was not the situation few years ago.
Unless the Government revisits the entire issue keeping in view the interest of entrepreneurs as well as all other stakeholders, it would be difficult for the power generators to survive in the long run as sub-optimal generation of power will seriously impact the viability of the industry.
In the sugar industry, fetching remunerative price for its product, adequate availability of sugar cane with close proximity to the sugar plant and industry-friendly governmental regulations are the key areas of concern.
The company will make its best endeavors in resolving the complicated issues in the sugar and power divisions through negotiations with governmental authorities and will also liaison with the legal advisers in respect of pending litigations concerning the power division.
c) Segment or product-wise performance:
Segment-wise and product-wise performance has been furnished elsewhere in this Report.
d) Medium term and long term strategy
The range of market operations in respect of cement product is restricted to the Telangana and Andhra Pradesh. The existing production capacity can cater to the two telugu states. In the circumstances no medium term and long term strategy is being envisaged by the company in absence of any immediate plans for expansion.
Division-wise outlook has been furnished elsewhere in this Report.
f) Risks and concerns:
The Cement, Sugar and Power industries being core industries, there is no risk of product obsolescence or steep fall in demand by way of product substitution or otherwise and, therefore, your Directors do not foresee any major risks and concerns in the near future except as discussed elsewhere in this Report.
The company endeavors its best to effect necessary changes, modifications to the machinery and equipment and also to carry out necessary maintenance works to position the machinery in all the divisions in robust conditions so as to keep the bottlenecks at bay.
g) Internal control systems and their adequacy:
As stated elsewhere in this Report, the Company has adequate internal control systems and the Reports of Internal Auditors are being placed before the Audit Committee and corrective measures, if any, are being taken care of by the Company. The Chief Financial Officer will monitor the Internal audit Reports and brief the Audit Committee in case any deficiency in the system is noticed.
h) Financial Performance with respect to operational performance:
This has been discussed elsewhere in this Report.
i) Human Resource Development and Industrial Relations:
The company believes that the quality of its employees is the key to success and is therefore committed to provide necessary human resource development and training opportunities to equip employees with additional skills to enable them to adapt to contemporary technological advancements.
Industrial Relations during the year continued to be cordial through effective communication, meetings and negotiations with the work force.
The Companys strength consists of 639 employees directly and indirectly as on 31st March 2019.
j) The details of significant changes (change of 25% or more) as compared to the proceeding year in key financial ratios are provided herein below :-
|Sl. No.||Particulars||Variation %||Reasons|
|1||Debtors Turnover Ratio||28.15%||Low Turnover|
|2||Inventory Turnover Ratio||90.39%||Low Turnover|
|3||Interest Covarage Ratio||76.01%||Increase in temporary borrowings|
|4||Net Profit Margin ( % )||28.63%||Low PAT(Profit after tax) because of multiple causes|
|5||Retun on Networth||51.05%||Low PAT(Profit after tax) because of multiple causes|
k) Corporate Social Responsibility:
In compliance with Section 134(3) (a) of the Companies Act, 2013 read with the Companies Corporate Social Responsibility (CSR) policy Rules 2014, the company has established CSR Committee comprising of Shri K Venkat Rao as Chairperson, Shri P Veeraiah and Shri J S Rao as members. The committee is responsible for formulating and monitoring the CSR policy of the Company.
The annual report of CSR activities forms part of this Report.(Annexure -6)
PARTICULRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.
There are no loans, guarantees or investments made or given under Section 186 of the Companies Act, 2013.
Statements in this "Management Discussion and Analysis" may be considered to be "forward looking statements" within the meaning of applicable securities Laws or Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand-supply conditions, finished goods prices, raw material availability and prices, cyclical demand and pricing in the Companys markets, changes in Government Regulations, tax regimes besides other factors such as litigations and labour negotiations.
Your Directors take this opportunity to place on record their sincere thanks to the Banks, the Transco Authorities of Telangana and Andhra Pradesh States and to various departments of the Central Government and the State Governments of Telangana and Andhra Pradesh for their support to the Industry.
The Directors thank the entire net work of dealers who have enabled the Company to achieve the volumes and kept up the rapport and friendly association with the company.
The Directors record their appreciation for committed support to the Company by all the employees at all levels throughout the year under reference.
The Directors record their gratitude to all the Shareholders who have been reposing confidence in the Company and its Management.
|By Order of the Board|
|for Kakatiya Cement Sugar and Industries Limited|
|Place : Hyderabad||Chairman and Managing Director|
|Date : 11th May, 2019||DIN : 00276769|