Sagar Cements Limited: SCL:SEC:NSE:BSE:2018-19
Sagar Cements Limited: SCL:SEC:NSE:BSE:2018-19
Sagar Cements Limited: SCL:SEC:NSE:BSE:2018-19
Dear Sirs
Sub: Fi ling of annual accounts for the year ended 31 st March, 20 I 8 - under Regulation 34
(I) of the SEBI (LODR) Regulations 2015
We refer to our letter dated 3•d September, 2018 forwarding soft copy of our Annual Report
containing, inter-alia, the audited Annual Accounts for the year ended 3 I st March, 2018,
Director's Report, Auditor's Report and Notice of the Annual General Meeting (AGM).
We wish to inform you that the audited annual accounts as contained in the above said report
were later adopted by our shareholders at their 37 th Annual General Meeting held on 27th
September, 2018.
In compliance with Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation 2015, we now forward herewith the Annual Report as adopted at the
above said AGM.
Thanking you
Yours faithfully
For Sag·ir Cements Limited
Encl.
MGUI SYS
RYA C 218
Registered Office : Plot No. 111, Road No. I 0,Jubilee HIiis, Hyderabad - 500 033
Phone : +91-40-23351571, 23356572 Fax: +91-40-23356573 lnfo@sagarcements.in www.sagarcements.in
CIN : L26942TG 1981PLC002887
INDEX
Corporate Details 2
Notice 3
Balance Sheet 55
BOARD OF DIRECTORS
Shri O.Swaminatha Reddy Chairman – Independent
Shri S.Veera Reddy Managing Director
Dr.S.Anand Reddy Joint Managing Director
Shri S.Sreekanth Reddy Executive Director
Mrs.S.Rachana Non Executive Director
Shri K.Thanu Pillai Independent
Shri V.H.Ramakrishnan Independent
Shri John-Eric Fernand Pascal Cesar Bertrand Non Executive
Shri T.Nagesh Reddy APIDC Nominee
Shri Jens Van Nieuwenborgh Alternate Director to Shri John-Eric Fernand Pascal
Cesar Bertrand (From 29.05.2017 to 22.09.2017)
COMPANY SECRETARY Shri R.Soundararajan
CHIEF FINANCIAL OFFICER Shri K.Prasad
SENIOR MANAGEMENT TEAM
Corporate Office:
Shri M.S.A.Narayana Rao Group President
Shri K.Ganesh President (Projects)
Shri P.S.Prasad President (Marketing)
Shri O.Anji Reddy Sr.Vice President (Electrical & Instrumentation)
Shri K.V.Ramana Sr.Vice President (Mines)
Shri D.S.N.V.Prasad Sr.Vice President (Works)
Shri M.V.Ramana Murthy Sr.Asst.Vice President (Production & QC)
AUDITORS
Deloitte Haskins & Sells
Chartered Accountants (FR No.008072S)
KRB Towers, Plot No.1 to 4 & 4A, 2nd & 3rd Floor,
Jubilee Enclave, Madhapur, Hyderabad-500 081
COST AUDITORS
M/s.Narasimha Murthy & Co.,
Cost Accountants (FR No.000042)
104, Pavani Estates, Y.V.Rao Mansion,
Himayathnagar, Hyderabad – 500 029
BANKERS
State Bank of India Yes Bank Limited IDBI Bank Limited
REGISTERED OFFICE
Plot No.111, Road No.10, Jubilee Hills
Hyderabad-500 033. Tel: 040 – 23351571, Fax: 040 - 23356573
website: www.sagarcements.in, e-mail: info@sagarcements.in
CORPORATE IDENTITY NUMBER
L26942TG1981PLC002887
PLANTS
Cement Plants: Hydel Power Units:
1. Mattampally, Via Huzurnagar, 1. Guntur Branch Canal Hydel Project
Nalgonda District, Telangana - 508 204 Tsallagundla Adda Road, Nekarikallu Mandal
Tel: 08683 – 247039 Guntur District, Andhra Pradesh – 522 615
2. Bayyavaram Village, Kasimkota Mandal, 2. Lock-in-Sula- Hydel Project
Visakhapatnam District, Andhra Pradesh - 531031. Banumukkala Village, Banakacherla Regulator
Tel: 08924 – 244098 / 244550 Pamulapadu Mandal, Kurnool District, A.P.- 518 422
Notice is hereby given that the 37th Annual General Meeting of the Members of Sagar Cements Limited will be held on
Thursday the 27th September, 2018 at 4.00 p.m. at Hotel Golkonda, Masab Tank, Hyderabad – 500 028, to transact the
following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited stand-alone and consolidated Financial Statements of the Company for
the financial year ended 31st March, 2018 together with the Reports of the Directors and Auditors thereon and in this
regard to pass the following resolution as an Ordinary Resolution.
“Resolved that the audited stand-alone Financial Statements of the Company for the year ended 31 st March, 2018
together with the reports of the auditors and directors thereon and the audited Consolidated Financial Statements of
the Company for the year ended 31st March, 2018 together with the report of the auditors thereon be and are hereby
received, considered, approved and adopted.
2. To confirm the interim dividend already paid on the equity shares of the company and to declare a further dividend
on the said shares for the financial year ended 31st March, 2018 and in this regard to pass the following resolutions
as an Ordinary Resolutions.
“Resolved that the interim dividend of ` 2.50 per share (25%) on the 2,04,00,000 equity shares of ` 10/- each of the
company already paid to the shareholders for the year ended 31st March, 2018 be and is hereby confirmed.
“Resolved Further that a further dividend of ` 1.50 per share (15%) on the said 2,04,00,000 equity shares be and is
hereby declared for the year ended 31st March 2018.”
3. To re-appoint the retiring director, Dr.S.Anand Reddy (DIN: 00123870), who retires by rotation and being eligible,
offers himself for re-appointment and in this regard to pass the following resolution as an Ordinary Resolution.
“Resolved that Dr.S.Anand Reddy (DIN: 00123870) who retires by rotation in accordance with Section 152 of the
Companies, Act, 2013 be and is hereby re-appointed as a director liable to retire by rotation.”
4. To re-appoint the retiring director, Shri John-Eric Fernand Pascal Cesar Bertrand (DIN: 06391176), who retires by
rotation and being eligible, offers himself for re-appointment and in this regard to pass the following resolution as an
Ordinary Resolution.
“Resolved that Shri John-Eric Fernand Pascal Cesar Bertrand (DIN: 06391176) who retires by rotation in accordance
with Section 152 of the Companies Act, 2013 be and is hereby re-appointed as a director liable to retire by rotation.”
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
“Resolved that pursuant to the provisions of Section 4, 13 and all other applicable sections and provisions, if any, of
the Companies Act, 2013 (the “Act”) read with applicable Rules and Regulations made thereunder (including any
modification(s) or reenactment(s) thereof for the time being in force) and subject to such approvals, permissions and
sanctions of Registrar of Companies, appropriate authorities, departments or bodies as may be and to the extent
necessary, consent of the members of the Company be and is hereby accorded for effecting the alterations in the
Memorandum of Association of the Company by inserting the following sub-clause after its existing sub-clause 7 of
Clause III (A):
“8. To promote, own, run, install, takeover, set up power plants of any kind as may be permitted by law and to
generate, co-generate, transmit, buy and distribute electric power for captive consumption, accumulation, sale
and re-sale.”
R.Soundararajan
19th July, 2018 Company Secretary
Registered Office:
Plot No.111, Road No.10
Jubilee Hills, Hyderabad – 500 033, Telangana.
Notes:
1. The Statement setting out material facts concerning the business under Items No.5 and 6 in the Notice is given in the
Annexure-1, which forms part of this Notice.
2. The details that are required to be given under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of the persons seeking re-appointment as directors, are given in the
Annexure-2.
3. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote
instead of himself and the said proxy need not be a member of the company. The instrument appointing the proxy,
in order to be effective, must be deposited at the Registered Office of the company, duly completed and signed, not
less than forty eight hours before the commencement of the meeting.
4. A person can act as a proxy on behalf of members upto and not exceeding fifty and holding in aggregate not more
than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten
percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and
such proxy shall not act as a proxy for any other person or member.
5. Corporate members intending to send their authorized representative(s) to attend the Meeting are requested to send
to the Company a duly certified copy of the Board Resolution authorising their representative(s) to attend and vote
on their behalf at the Meeting.
6. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details
such as bank account number, name of the bank and branch details, MICR Code and IFSC Code, mandates,
nominations, power of attorney, change of address, change of name, email address, contact numbers etc to their
depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s
records. Similarly, Members holding their shares in physical form are requested to inform the above changes to the
Company or its Registrar and Share Transfer Agents (RTA), M/s.Karvy Computershare Private Limited (Karvy).
The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested
to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN details to Karvy.
7. To promote green initiative, members are requested to register their e-mail address through their Depository Participants
for sending future communications to them by e-mail. Members holding the shares in physical form may register
their e-mail addresses through the RTA, giving reference of their Folio Number.
8. Electronic copy of the Annual Report is being sent to all the members whose e-mail IDs are registered with the
Company’s RTA/Depository Participants, unless such members have requested for a hard copy of the same. However,
for members, who have not yet registered their e-mail address, physical copies of the Annual Report are being sent
through the permitted mode.
R.Soundararajan
19th July, 2018 Company Secretary
Registered Office:
Plot No.111, Road No.10, Jubilee Hills,
Hyderabad – 500 033, Telangana.
Hyderabad R.Soundararajan
19th July, 2018 Company Secretary
Registered Office:
Plot No.111, Road No.10
Jubilee Hills
Hyderabad – 500 033, Telangana.
Hyderabad R.Soundararajan
19th July, 2018 Company Secretary
Registered Office:
Plot No.111, Road No.10
Jubilee Hills
Hyderabad – 500 033, Telangana.
Higher capacity utilisation and growth in demand for cement in 2017-18 enabled your company to achieve its highest
ever revenue from its stand-alone operations registering a growth of 23% over the previous year. On a consolidated basis,
the total revenue crossed ` 1,000 crores during the year under report.
Dividend
Dividend is recommended by your Board in the context of the Company’s overall profitability, free cash flow, capital
requirements and other business needs as well as the applicable regulatory requirements.
In this background, an interim dividend of ` 2.50 (25%) per share on the 2,04,00,000 equity shares of ` 10/- was
announced for the year 2017-18 on 26th October, 2017 and the same was paid on 16th November, 2017. Your Board has
recommended a further dividend of ` 1.50 (15%) per share for the year 2017-18. The total dividend for the year 2017-18
would accordingly work out to ` 4/- (40%) per share, involving a sum of ` 9,82,11,840, which includes a sum of `
1,66,11,840 towards dividend tax.
The above said further dividend of ` 1.50 per share, if approved by the shareholders at the ensuing Annual General
Meeting, will be paid within 30 days of the said approval.
Transfer to reserves
As no transfer to any reserve is proposed, the entire balance available in the Profit and Loss Account is retained in it.
Share Capital
The paid up share capital of the company is ` 20,40,00,000/- consisting of 2,04,00,000 equity shares of ` 10/- each and
there was no change in share capital during the year under report.
Pursuant to the approval accorded by the Shareholders at their Extraordinary General Meeting held on 23.11.2016, your
board in the year 2016-17 had raised a sum of ` 48.96 crores by preferential allotment of 6,11,986 equity shares of
` 10/- each at a premium of ` 790/- per share and by allotment of 24,00,000 equity shares of ` 10/- each at a premium of
` 710/- per share through Qualified Institutional Placement, to fund the expansion of grinding capacity of your unit at
Bayyavaram from 0.3 million tons to 1.5 million tons, for setting up of a coal based power plant of 18 MW capacity at
your Mattampally Unit and for meeting its other general corporate purposes from time to time. Your directors are happy
to inform you of the successful completion of the expansion of the said grinding unit well ahead of the schedule. The
setting up of the power plant, which is progressing well, is also expected to be completed by the end of March, 2019.
To,
The Members,
Sagar Cements Limited,
Plot No.111, Road No.10,
Jubilee Hills,
Hyderabad-500033, Telangana.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Sagar Cements Ltd., (hereinafter called “the Company”). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of Sagar Cements Ltd’s books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company, during the
audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder
and also the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Sagar
Cements Ltd (“the Company”) for the financial year ended on March 31, 2018 according to the provisions of:
1) The Companies Act, 2013 (the Act) and the rules made thereunder;
2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d. Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 - Not applicable as
the Company has not granted any Options to its employees during period under review;
e. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable
as the Company has not issued any debt securities during the period under review;
f. Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client - Not applicable as the Company is not registered as
Registrar to an Issue and Share Transfer Agent during the period under review;
g. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the
Company has not delisted its equity shares from any stock exchange during the financial year under review; and
S.Srikanth
Partner
Place: Hyderabad ACS No.: 22119
Date: 14-05-2018 C P No.: 7999
This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this
report.
Annexure A
To,
The Members,
Sagar Cements Ltd.,
Plot No.111, Road No.10,
Jubilee Hills, Hyderabad-500033, Telangana.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. We believe that the process and practices, that we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is not an assurance as to the future viability of the Company or of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
For B S S & Associates
Company Secretaries
S.Srikanth
Partner
Place: Hyderabad ACS No.: 22119
Date: 14-05-2018 C P No.: 7999
Annexure 4
Annual Report on CSR Activities
1. A brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be undertaken
is given below and the same is also available on the website of the company, www.sagarcements.in.
SCL is committed to operate and grow its business in a socially responsible way, while reducing the environmental
impact of its operations and increasing its positive social impact.
It aims to achieve growth in a responsible way by encouraging people to take small every day actions that will impact
a big difference. This SCL CSR Policy is guided by the following principles:
1. To conduct its operations with integrity and responsibility keeping in view the interest of all its stakeholders.
2. It believes that growth and environment should go in hand and hand.
3. It looks formal collaboration with different stakeholders including Governments, NGOs, IGOs, Suppliers, Farmers
and Distributors to tackle the challenges faced by the society.
The activities undertaken / to be undertaken by the company as CSR activities are not expected to lead to any
additional surplus beyond what would accrue to the company in the course of its normal operations.
In accordance with Section 135 (5) of the Companies Act, 2013, the company is committed to spend atleast 2% of
the average net profit made during the three immediately preceding financial years in areas listed out in the Schedule
7 of the Companies Act, 2013.
The company has a structured governance procedure to monitor its CSR activities, for which purpose, it has constituted
a CSR Committee with an independent director as its Chairman.
2. The composition of the CSR Committee:
The company has a CSR committee of directors comprising of Shri K.Thanu Pillai, Chairman of the Committee,
Dr.S.Anand Reddy and Shri S.Sreekanth Reddy as its members.
3. Average net Profit/(Loss) of the company for last three financial years for the purpose of computation of CSR:
` 4,142.41 lakhs.
4. Prescribed CSR Expenditure (two per cent of the amount as in Item 3 above): ` 82.85 lakhs.
5. Details of CSR spent during the financial year:
a. Total amount spent for the financial year: ` 94.78 lakhs.
b. Amount unspent: Nil
[ Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies
(Management and Administration) Rules, 2014 ]
V. INDEBTEDNESS
Indebtedness of the company including interest outstanding / accrued but not due for payment (` in lakhs)
Secured Loans Unsecured Total
Particulars excluding Loans Deposits Indebtedness
deposits (Note1) (Note2)
Note: 1. These liability represents obligations under finance lease including current portion of obligations.
2. These are deposits received from vendors for contracts to be executed.
Annexure - 6
Particulars of employees as required under Section 197 of the Companies Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of the Employee Shri S.Veera Reddy Dr.S.Anand Reddy Shri S.Sreekanth Reddy
Designation Managing Director Joint Managing Director Executive Director
Age 82 years 54 years 46 years
Remuneration received (` ) 1,68,00,000 1,26,00,000 1,05,00,000
Commission received (` ) 1,00,00,000 1,00,00,000 1,00,00,000
Nature of employment Contractual Contractual Contractual
Nature of duties General Management General Management General Management
Qualification - M.B.B.S. B.E. (I & P)
P.G. Dip. in
Cement Technology
Experience (Years) 57 25 22
Date of Commencement 13.07.1991 21.11.1992 26.6.2003
of Employment
Last Employment held Nil Nil Nil
Shri S.Veera Reddy, Dr.S.Anand Reddy and Shri S.Sreekanth Reddy are related to each other.
ii. None of the Directors on the Board holds directorships in more than ten public companies. Further, as on 31 st
March, 2018, none of them was a member of more than ten committees or chairman of more than five committees
across all the public companies in which he/she was a Director. Necessary disclosures regarding Committee
positions in other public companies as on March 31, 2018 have been made by the Directors. Following directors
are related inter-se:
Dr.S.Anand Reddy and Shri S.Sreekanth Reddy are the sons of Shri S.Veera Reddy and Smt.S.Rachana is wife of
Shri S.Sreekanth Reddy.
iii. All the Independent Directors are non-executive directors in accordance with Regulation 16(1)(b) of the SEBI
Listing Regulations read with Section 149(6) of the Act. The current tenure of all the independent directors is for
5 years. All the Independent Directors have confirmed that they meet with the criteria as mentioned under
Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.
iv. The names and categories of the Directors on the Board, their attendance at the Board Meetings held during the
year and the number of Directorships and Committee Chairmanships / Memberships held by them in other
public companies as on March 31, 2018 are given hereunder. Other directorships do not include their other
directorships if any in private limited companies, foreign companies and companies under Section 8 of the Act.
Chairmanships / Memberships of Audit Committee and Stakeholders’ Relationship Committee are alone
considered for the purpose.
The Company has not issued any convertible instruments. None of the Non-Executive Directors other than the
one mentioned above was holding any shares in the company as on 31st March, 2018.
3. Audit Committee:
i. The composition of the audit committee of the Board is in line with the provisions of Regulation 18 of SEBI
Listing Regulations, read with Section 177 of the Act.
ii. The terms of reference of the audit committee is as per Part C of the Schedule II of the SEBI Listing Regulations
and include:
l Oversight of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the nancial statement is correct, sufficient and credible;
l Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
l Approval of payment to statutory auditors for any other services rendered by them;
l Reviewing, with the management, the annual financial statements and auditors’ report thereon before
submission to the board for approval, with particular reference to:
v Matters required to be included in the Directors' Responsibility Statement for inclusion in the Board’s
report in terms of clause (c) of sub-section 3 of section 134 of the Act.
v Changes, if any, in the accounting policies and practices and reasons for the same.
v Major accounting entries involving estimates based on the exercise of judgment by management.
v Significant adjustments made in the financial statements arising out of audit findings.
v Compliance with listing and other legal requirements relating to financial statements.
v Disclosure of related party transactions
v Qualifications in the draft audit report.
• Reviewing with the management, the quarterly financial statements before submission to the board for
approval;
• Reviewing and monitoring the auditors’ independence and performance, and effectiveness of audit process;
• Approval or any subsequent modications of transactions with related parties;
• Scrutiny of inter-corporate loans and investments;
• Examination of the financial statement and the auditors’ report thereon;
• Evaluation of internal financial controls;
• Establishment of vigil mechanism for directors and employees to report genuine concerns.
• Calling for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board and
discussions on any related issues with the internal and statutory auditors and the management of the
Company;
• Review of the information required as per SEBI Listing Regulations.
vii. Audit committee met 5 times during the year 2017-18 and the dates of such meeting are:
29.05.2017, 27.07.2017, 26.10.2017, 24.01.2018 and 26.02.2018.
4. Nomination and Remuneration Committee:
i. Composition of the nomination and remuneration committee of the Board is in line with the Regulation 19 of
SEBI Listing Regulations, read with Section 178 of the Act.
ii. The terms of reference of the nomination and remuneration committee are available on the company’s website
www.sagarcements.in.
Nomination and Remuneration policy:
The Committee has adopted a Policy for Nomination and Remuneration, which is aimed at attracting, retaining,
developing and motivating workforce. Individual performance is assessed and rewarded through annual appraisal
process.
Details of such a policy are available on the company’s web site, www.sagarcements.in.
iii. Following was the composition of the Nomination and Remuneration Committee as on 31 st March, 2018:
Name Category
Shri K.Thanu Pillai, Chairman Independent and Non-Executive
Shri O.Swaminatha Reddy Independent and Non-Executive
Smt S.Rachana Non-Executive
The Committee did not hold any meetings during the year 2017-18.
iv. The Company presently does not have any Employee Stock Option Scheme.
v. Performance Evaluation Criteria / Policy for Directors:
The company has adopted a Policy for evaluating the performance of its management personnel, which is
available on the company’s web site.
Shri R.Soundararajan, Company Secretary, is the compliance officer for the above purpose. Based on the
information obtained from the Company’s Registrars, the Company had received 41 complaints from the investors
during the year 2017-18 and all these complaints, being routine in nature, were redressed in the normal course
by the Registrars themselves. There were no complaints pending as on 31st March, 2018. In view of these and
also of the fact that all requests for transfer of shares held in physical forms were swiftly approved by the officials
of the Company in terms of the authorization given to them by the Board, the need for physically convening a
meeting of the Committee was not felt during the year 2017-18.
iv. Name, designation and address of Compliance Officer:
Shri R.Soundararajan
Company Secretary
Sagar Cements Limited
Regd.Office: Plot No.111, Road No.10
Jubilee Hills, Hyderabad-500 033
Telephone: 91 40 23351571 Fax: 91 40 23356573
Other Committees
Investment Committee
With a view to evaluating major capital expenditure proposals and investment opportunities available to the
Company from time to time, the Board has constituted an Investment Committee with the following directors as
its members:
Shri O.Swaminatha Reddy Chairman
Shri S.Veera Reddy Member
Shri K.Thanu Pillai Member
Meetings held:
The Investment Committee met 2 times during the year and the dates of such meetings are:
24.01.2018 and 26.02.2018.
Securities Allotment Committee
With a view to allot securities as and when approved by the Board/Shareholders, the company has constituted
a committee known as Security Allotment Committee with the following Independent Directors as its members:
Shri O.Swaminatha Reddy Chairman
Shri K.Thanu Pillai Member
Shri.V.H.Ramakrishnan Member
The need for convening a meeting of the Committee was not felt during the year 2017-18.
Corporate Social Responsibility Committee
CSR Committee of the Company has been constituted in line with the provisions of Section 135 of the Act.
Dividend History
This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director
and Executive Directors. In addition, the company has adopted a Code of Conduct for its Non-Executive Directors and
Independent Directors. These Codes are available on the company’s website.
I confirm that the company has in respect of the year ended March 31, 2018, received from the Senior Management Team
of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to
them.
For the purpose of this declaration, Senior Management Team means the Chief Financial Officer, employees in the Vice
President and above cadre and the Company Secretary as on March 31, 2018.
Ganesh Balakrishnan
Partner
Hyderabad, July 19, 2018 (Membership No. 201193)
Ganesh Balakrishnan
Partner
Hyderabad, May 29, 2018 (Membership No. 201193)
Ganesh Balakrishnan
Partner
Hyderabad, May 29, 2018 (Membership No. 201193)
R.Soundararajan
Company Secretary
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells S.Veera Reddy Dr.S.Anand Reddy
Chartered Accountants Managing Director Joint Managing Director
Ganesh Balakrishnan S.Sreekanth Reddy K.Prasad
Partner Executive Director Chief Financial Officer
R.Soundararajan
Company Secretary
Place : Hyderabad Place: Hyderabad
Date : May 29, 2018 Date: May 29, 2018
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells S.Veera Reddy Dr.S.Anand Reddy
Chartered Accountants Managing Director Joint Managing Director
Ganesh Balakrishnan S.Sreekanth Reddy K.Prasad
Partner Executive Director Chief Financial Officer
R.Soundararajan
Company Secretary
Place : Hyderabad Place: Hyderabad
Date : May 29, 2018 Date: May 29, 2018
4. Investments (Unquoted)
Investments in subsidiary
Sagar Cements (R) Limited
Equity shares (Refer Note (i) below) 10,38,12,925 18,553 10,38,12,925 18,553
8% Cumulative redeemable preference shares 4,30,00,000 8,042 4,30,00,000 7,206
(Refer Note (ii) below)
26,595 25,759
Investments in equity instruments - others
Panchavati Polyfibres Limited - - 26,000 26
PCL Financial Services Limited - - 1,000 2
- - - 28
Aggregate amount of unquoted investments 26,595 25,759
Aggregate amount of investment carried at fair value through - - - 28
other comprehensive income
Notes
1 (i) Includes investment of ` 401 (March 31, 2017: ` 401) on account of fair valuation of corporate guarantee given by the
company on behalf of Sagar Cements (R) Limited, a wholly owned subsidiary.
(ii) During the year 2016-17, the Company converted the outstanding loan balance of ` 17,200 given to its wholly-owned
subsidiary, Sagar Cements (R) Limited, to 43,000,000 8% cumulative redeemable preference shares of ` 10 each at a
premium of ` 30 each. At initial recognition, the preference shares are measured at fair value. The difference between the
fair value at initial recognition and the transaction price is accounted as deemed capital contribution to the subsidiary
company. Accordingly, ` 6,866 is accounted as the fair value of the preference shares and ` 10,334 is accounted as
deemed investment on conversion of loan to preference shares at concessional rate and added to the cost of investment
held in the subsidiary. As at March 31, 2018, ` 836 (March 31, 2017: ` 340) has been recognised as interest income on
preference shares and added to the cost of preference shares.
(a) Reconciliation of equity shares and amount outstanding at the beginning and at the end of the year:
Opening balance 2,04,00,000 2,040 1,73,88,014 1,739
Shares issued (Refer Note (d) below) - - 30,11,986 301
Closing balance 2,04,00,000 2,040 2,04,00,000 2,040
The Company has only one class of equity shares having a par value of ` 10 each per share. Each holder of
equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of equity shares held by the shareholders.
(d) (i) During the year 2016-17, the Company made a preferential allotment of 611,986 equity shares of ` 10
each at a premium of ` 790 per share aggregating ` 4,896 (including securities premium of ` 4,835) to the
promoter and non-promoter group. (Refer Note 39)
(ii) During the year 2016-17, the Company raised a sum of ` 17,280 (including securities premium of
` 17,040) by allotment of 2,400,000 equity shares of ` 10 each at a premium of ` 710 per share through
Qualified Institutions Placement. (Refer Note 39)
As at As at
Note Particulars March 31, 2018 March 31, 2017
13. Other equity
Capital reserve 35 35
Securities premium account 32,007 32,007
General reserve 3,598 3,598
Retained earnings 44,688 40,718
Reserve for equity instrument - 13
Other items of other comprehensive income 15 36
Total other equity 80,343 76,407
Movement in other equity is as follows:
Capital reserve 35 35
Securities premium account
(i) Opening balance 32,007 10,503
(ii) Proceeds from issue of shares - 21,875
(iii) Share issue expenses - (568)
(iv) Income tax relating to issue of shares - 197
32,007 32,007
General reserve 3,598 3,598
Retained earnings
(i) Opening balance 40,718 39,469
(ii) Profit for the year 4,939 1,249
(iii) Transfer from Reserve for equity instruments 14 -
45,671 40,718
Less: Appropriations
(i) Dividend on equity shares 817 -
(ii) Tax on dividend 166 -
44,688 40,718
Reserve for equity instruments
(i) Opening balance 13 12
(ii) Fair valuation of unquoted equity instruments - 1
(iii) Gain on sale of investments in unquoted equity instruments 1 -
(iv) Transfer to Retained earnings (14) -
- 13
Other items of other comprehensive income
(i) Opening balance 36 41
(ii) Other comprehensive income for the year (21) (5)
15 36
Total 80,343 76,407
1. The term loan from the bank is secured by pari-passu charge on the property, plant & equipment i.e., land,
buildings, plant & machinery and mining equipment owned by or belonging to the Company both present
and future, and by second charge on the current assets of the Company and are guaranteed by S. Veera
Reddy, Managing Director, Dr. S. Anand Reddy, Joint Managing Director and S. Sreekanth Reddy, Executive
Director.
2. The term loan was secured by pari-passu charge on the property, plant and equipment i.e., land, buildings,
plant and machinery and mining equipment owned by or belonging to the borrower company both present
and future, and by second charge on the current assets of the company and are guaranteed by Dr S. Anand
Reddy, Joint Managing Director and S. Sreekanth Reddy, Executive Director.
3. The term loan from the bank is secured by exclusive charge of all property, plant and equipment of the
grinding unit at Bayyavaram near Vishakhapatnam, Andhra Pradesh both present and future and second
pari-passu charge on current assets of the Company, both present and future and is guaranteed by Dr. S.
Anand Reddy - Joint Managing Director and S. Sreekanth Reddy - Executive Director.
4. The term loan from the bank is secured by exclusive charge on the assets of 6.00 MW Waste heat recovery
power plant, hypothecation of plant & machinery and is guaranteed by S.Veera Reddy - Managing Director,
Dr. S. Anand Reddy - Joint Managing Director and S. Sreekanth Reddy - Executive Director.
5. Vehicle Loans from various banks/financial institutions are secured by the hypothecation of specific assets
purchased from those loans.
Current borrowings (Secured, amortised at cost)
Cash credit facilities 9,577 5,800
Total current borrowings 9,577 5,800
Note: The Company has availed cash credit facilities from Banks. This facility is secured against stocks of raw
materials, finished goods, trade receivables, stores and spares, present and future, and by second charges
on property, plant and equipment of the Company and are guaranteed by S. Veera Reddy, Managing
Director, Dr. S. Anand Reddy, Joint Managing Director and S. Sreekanth Reddy, Executive Director.
The loans are repayable on demand and carries interest @ 7.65% p.a. to 13.20% p.a. (2016-17: 12.5%
p.a to 13.25% p.a)
As at As at
Note Particulars March 31, 2018 March 31, 2017
15. Other financial liabilities
Non-current
(a) Security deposits received 4,270 3,979
(b) Guarantee obligation 221 301
Total 4,491 4,280
Current
(a) Current maturities of non-current borrowings 2,787 2,647
(b) Interest accured but not due on borrowings 98 63
(c) Unpaid dividends 64 58
(d) Payables on purchase of property, plant and equipment 895 172
Total 3,844 2,940
Total other financial liabilities 8,335 7,220
Movement in deferred tax assets and liabilities for the year 2016-17:
Opening (Recognized) / Reversed Recognized Credit Reclassified Closing
balance reversed through other directly utilised from equity balance
Particulars through the comprehensive in equity to the
statement of income statement of
profit and loss profit
and loss
Property, plant and 5,284 342 - - - - 5,626
equipment and intangible
assets
Provision for employee (154) (23) 3 - - - (174)
benefits
Provision for doubtful - (22) - - - - (22)
trade receivables
MAT credit entitlement (2,452) - - - 222 - (2,230)
Others (389) - - (197) - 389 (197)
Total Deferred tax liability
(Net) 2,289 297 3 (197) 222 389 3,003
ii) The Finance Minister of Government of India has announced in the budget for the year 2010-11,
imposition of clean energy cess as a duty of excise on coal, lignite and peat. This came into force with
effect from July 1, 2010. As advised by the legal experts, the Company took CENVAT credit pertaining
to clean energy cess on coal for an amount of ` 834 (As at March 31, 2017: ` 834) from July 2010 to
March 2016. The Department of Central Excise issued an order and asked to reverse the amount on
the ground that the clean energy cess is not specified tax for input CENVAT credit, thus the credit
availed on cess is irregular. Based on department’s order, the amount of ` 823 was reversed, but under
protest. The balance of ` 11 pertains to the penalty imposed by the department and disclosed in
contingent liabilities under indirect taxes. The matter is pending before the Department. Credit will be
taken again once the issue is settled in favour of the Company.
b) Corporate Guarantees:
The Company furnished a corporate guarantee of ` 15,000 to IDBI Trusteeship Services Limited to secure
the 1,500 Non-Convertible Debentures (` 10 lakhs each) aggregating to ` 15,000 (2016-17: ` 15,000)
issued by its wholly-owned subsidiary, Sagar Cements (R) Limited, to International Finance Corporation
and a further guarantee to secure the credit facilities aggregating ` 6,000 (2016-17: ` 14,900) availed by
the said subsidiary from its lenders.
c) Capital Commitments:
As at As at
Particulars March 31, 2018 March 31, 2017
Estimated amount of contracts remaining 10,628 6,448
to be executed on capital account and
not provided for (net of capital advance)
29. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:
Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified
on the basis of information collected by the Management. This has been relied upon by the auditors. The amount
of dues payable to micro, small and medium enterprises are as follows:
Note: Debt is defined as current and non-current borrowings as described in Notes 14 and 15.
of financial loss from defaults. Credit exposure is controlled by counterparty limits that are reviewed
and approved by the management.
Trade receivables consist of a large number of customers, spread across diverse industries and
geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts
receivable.
The Company does not have significant credit risk exposure to any single counterparty. Concentration
of credit risk to any counterparty did not exceed 5% of gross monetary assets at any time during the
year.
In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks by
the Company on behalf of its subsidiary. The Company’s maximum exposure in this respect is the
maximum amount the Company could have to pay if the guarantee is called on (Refer Note 28).
E. Liquidity risk management:
Financing facilities:
As at As at
Description March 31, 2018 March 31, 2017
Secured bills acceptance facility, reviewed annually
- amount used 1,262 1,378
- amount unused 938 1,822
Total 2,200 3,200
Secured bank overdraft facility reviewed annually and
payable at call
- amount used 9,577 5,800
- amount unused 2,623 3,900
Total 12,200 9,700
Secured bank loan facilities with varied maturity dates and
which may be extended by mutual agreement
- amount used 16,570 17,476
- amount unused 4,002 869
Total 20,572 18,345
F. The Company does not have any derivative instruments or unhedged foreign currency exposures as on the
balance sheet date.
31. Disclosure as per Regulation 34(3) of the SEBI (Listing obligation and disclosure requirements) Regulations, 2015
The details of loans and advances to subsidiary are given below:-
Maximum amount outstanding
Balance as at
Particulars during the year ended
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Sagar Cements (R) Limited 5,479 8,969 6,542 22,540
Outstanding balances:
As at As at
Nature of the balance Party Name
March 31, 2018 March 31, 2017
Loan given Sagar Cements (R) Limited 2,500 -
Advances given Sagar Cements (R) Limited 2,979 1,763
Sagar Power Limited 707 696
RV Consulting Services Private Limited 4 -
Total 3,690 2,459
Interest accrued but not due Sagar Cements (R) Limited 3,852 3,614
Trade payables Sagarsoft (India) Limited - 2
Panchavati Polyfibres Limited 391 111
Total 391 113
Payable on purchase of RV Consulting Services Private Limited - 32
property, plant and
equipment
Rent payable Dr. S. Anand Reddy 2 2
S. Sreekanth Reddy 2 2
S. Vanajatha 2 2
Total 6 6
Corporate guarantee Sagar Cements (R) Limited (Refer Note 28) 21,000 29,900
8% Cumulative redeemable Sagar Cements (R) Limited 8,042 7,206
preference shares
Ganesh Balakrishnan
Partner
Hyderabad, May 29, 2018 (Membership No. 201193)
Ganesh Balakrishnan
Partner
Hyderabad, May 29, 2018 (Membership No. 201193)
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells S.Veera Reddy Dr.S.Anand Reddy
Chartered Accountants Managing Director Joint Managing Director
Ganesh Balakrishnan S.Sreekanth Reddy K.Prasad
Partner Executive Director Chief Financial Officer
R.Soundararajan
Company Secretary
Place : Hyderabad Place: Hyderabad
Date : May 29, 2018 Date: May 29, 2018
In terms of our report attached For and on behalf of the Board of Directors
For Deloitte Haskins & Sells S.Veera Reddy Dr.S.Anand Reddy
Chartered Accountants Managing Director Joint Managing Director
Ganesh Balakrishnan S.Sreekanth Reddy K.Prasad
Partner Executive Director Chief Financial Officer
R.Soundararajan
Company Secretary
Place : Hyderabad Place: Hyderabad
Date : May 29, 2018 Date: May 29, 2018
All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
Following subsidiary company has been considered in the preparation of the consolidated financial
statements:
Name of the entity Relationship Country of Ownership % of Holding and
Incorporation held by voting power
held directly
Sagar Cements (R) Limited Subsidiary India Sagar Cements 100%
Limited
Individual assets costing less than or equal to ` 5,000 are depreciated in full in the year of acquisition.
(xiii) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis
over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the
end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis.
(xiv) Inventories
Inventories are valued at the lower of cost and net realisable value after providing for obsolescence and
other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of
sale, including octroi and other levies, transit insurance and receiving charges. Net realisable value
represents the estimated selling price for inventories less all estimated costs of completion and costs
necessary to make the sale. Work-in-progress and finished goods include appropriate proportion of
overheads.
The methods of determining cost of various categories of inventories are as follows:
Raw materials and coal Weighted average method
Stores and spares and packing materials Weighted average method
Work-in-progress and finished goods (manufactured) Weighted average method and including an
appropriate share of applicable overheads.
(xv) Cash and cash equivalents (for purposes of Cash Flow Statement)
Cash comprises cash on hand, in bank and demand deposits with banks. Cash equivalents are short-term
balances (with an original maturity of three months or less from the date of acquisition), highly liquid
investments that are readily convertible into known amounts of cash and which are subject to insignificant
risk of changes in value.
Cash flows are reported using indirect method whereby profit/ (loss) after tax is adjusted for the effects of
transaction of non-cash nature and any deferrals or accruals of past or future cash receipts and payments.
The cash flows from operating, investing and financing activities of the group are segregated based on
the available information.
(xvi) Foreign currency transactions and translations
Transactions in foreign currencies entered into by the Group are accounted at the exchange rates prevailing
on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.
Foreign currency monetary items of the Group, outstanding at the balance sheet date are restated at the
year-end rates. Non-monetary items of the Group that are measured in terms of historical cost in a
foreign currency are not retranslated.
For the purposes of presenting these financial statements, the exchange differences on monetary items
arising, if any, are recognized in the statement of profit and loss in the period in which they arise.
(xvii) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.
2. Property, plant and equipment All amounts are in ` lakhs unless otherwise stated
As at As at
Particulars March 31, 2018 March 31, 2017
Land - freehold 8,917 8,448
Land - restoration 196 208
Buildings 14,568 14,686
Plant & machinery 62,962 57,674
Furniture and fittings 171 226
Office and other equipment 1,055 1,134
Electrical installations 4,065 3,909
Computers 58 94
Vehicles 441 430
Railway siding 6,067 6,316
Total 98,500 93,125
Land- Land Buildings Plant & Furniture Office Electrical Computers Vehicles Railway Total
Description of assets freehold restoration machinery and and other installations siding
fittings equipment
I. Gross block
Opening balance 8,448 229 19,477 75,385 754 4,118 7,559 310 1,028 6,684 1,23,992
Additions 469 - 909 8,293 - 66 697 9 141 - 10,584
Disposals - - - 70 - - - - 32 - 102
Balance as at March 31, 2018 8,917 229 20,386 83,608 754 4,184 8,256 319 1,137 6,684 1,34,474
II. Accumulated depreciation
and impairment
Opening balance - 21 4,791 17,711 528 2,984 3,650 216 598 368 30,867
Depreciation expense - 12 1,027 2,992 55 145 541 45 122 249 5,188
Eliminated on disposal of assets - - - 57 - - - - 24 - 81
Balance as at March 31, 2018 - 33 5,818 20,646 583 3,129 4,191 261 696 617 35,974
Net block (I-II)
Carrying value as at March 31, 2018 8,917 196 14,568 62,962 171 1,055 4,065 58 441 6,067 98,500
Carrying value as at March 31, 2017 8,448 208 14,686 57,674 226 1,134 3,909 94 430 6,316 93,125
For the year 2016-17
Land- Land Buildings Plant & Furniture Office Electrical Computers Vehicles Railway Total
Description of assets freehold restoration machinery and and other installations siding
fittings equipment
I. Gross block
Opening Balance 6,878 229 15,993 72,316 735 3,879 7,251 279 970 6,427 1,14,957
Additions 1,570 - 3,484 3,105 19 239 308 31 192 257 9,205
Disposals - - - 36 - - - - 134 - 170
Balance as at March 31, 2017 8,448 229 19,477 75,385 754 4,118 7,559 310 1,028 6,684 1,23,992
II. Accumulated depreciation and
impairment
Opening Balance - 10 3,821 15,193 457 2,831 3,111 177 603 128 26,331
Depreciation expense - 11 885 2,549 71 153 536 39 101 240 4,585
Eliminated on disposal of assets - - - 31 - - - - 106 - 137
Impairment losses recognised in - - 85 - - - 3 - - - 88
profit or loss
Balance as at March 31, 2017 - 21 4,791 17,711 528 2,984 3,650 216 598 368 30,867
Net block (I-II)
Carrying value as at March 31, 2017 8,448 208 14,686 57,674 226 1,134 3,909 94 430 6,316 93,125
Carrying value as at March 31, 2016 6,878 219 12,172 57,123 278 1,048 4,140 102 367 6,299 88,626
All amounts are in ` lakhs unless otherwise stated
3. Other Intangible assets
As at As at
Particulars
March 31, 2018 March 31, 2017
Computer software 32 43
Mining rights 2,850 3,014
Total 2,882 3,057
For the year 2017-18
Particulars Computer software Mining rights Total
I. Gross block
Opening balance 304 3,276 3,580
Additions - - -
Balance as at March 31, 2018 304 3,276 3,580
II. Accumulated amortization
Opening Balance 261 262 523
Amortisation expense 10 164 174
Other adjustments 1 - 1
Balance as at March 31, 2018 272 426 698
Net block (I-II)
Carrying value as at March 31, 2018 32 2,850 2,882
Carrying value as at March 31, 2017 43 3,014 3,057
As at As at
Note Particulars March 31, 2018 March 31, 2017
5. Other financial assets (Unsecured, considered good)
Non-current
(a) Security deposits 1,388 1,645
(b) Balance held as margin money deposit against borrowings 196 279
Total 1,584 1,924
Current
(a) Security deposits 103 136
(b) Advances to employees 68 51
(c) Interest accrued but not due 211 327
(d) Balances held as margin money deposit against borrowings - 179
Total 382 693
Total other financial assets 1,966 2,617
6. Other assets (Unsecured, considered good)
Non-current
(a) Capital advances 5,243 2,419
(b) Prepaid expenses 17 17
Total 5,260 2,436
Current
(a) Advances to suppliers 922 980
(b) Advances to related parties 771 783
(c) Prepaid expenses 201 208
(d) Balances with government authorities (other than income taxes) 1,027 651
(e) Excise duty refund receivable 194 194
(f) Incentives receivable from government 1,060 1,060
(g) Others 48 46
Total 4,223 3,922
Total other assets 9,483 6,358
(d) (i) During the year 2016-17, the Company made a preferential allotment of 611,986 equity shares of ` 10
each at a premium of ` 790 per share aggregating ` 4,896 (including securities premium of ` 4,835) to
the promoter and non promoter group. (Refer Note 37)
(ii) During the year 2016-17, the Company raised a sum of ` 17,280 (including securities premium of
` 17,040) by allotment of 2,400,000 equity shares of ` 10 each at a premium of ` 710 per share
through Qualified Institutions Placement. (Refer Note 37)
As at As at
Note Particulars March 31, 2018 March 31, 2017
12. Other equity
Capital reserve 35 35
Securities premium account 32,007 32,007
General reserve 3,598 3,598
Reserve for equity instruments - 13
Retained earnings 40,236 38,586
Other items for other incomprehensive income 4 17
Total other equity 75,880 74,256
Movement in other equity is as follows:
As at As at
Particulars
March 31, 2018 March 31, 2017
Capital reserve 35 35
Securities premium account
(i) Opening Balance 32,007 10,503
(ii) Proceeds from issue of shares - 21,875
(iii) Share issue expenses incurred during the year - (568)
(iv) Income tax relating to issue of shares - 197
32,007 32,007
General reserve 3,598 3,598
Retained earnings
(i) Opening balance 38,586 38,979
(ii) Profit/ (Loss) for the year 2,626 (392)
(iii) Other adjustments (7) (1)
(iv) Transfer from Reserve for equity instruments 14 -
41,219 38,586
Nature of reserves:
(a) Capital Reserve
This represents subsidies received from the government.
(b) Securities premium account
Amounts received on issue of shares in excess of the par value has been classified as securities premium.
(c) General reserve
This represents appropriation of profit by the company
(d) Retained earnings
Retained earnings comprises of prior years undistributed earnings after taxes.
(e) Reserve for equity instruments
Reserve for equity instruments arises on account of fair valuation of equity instruments which is routed through other
comprehensive income.
(f) Other items of other comprehensive income
This represents income/ expense arising out of remeasurement of defined benefit obligation (net of taxes).
As at As at
Note Particulars March 31, 2018 March 31, 2017
13. Non current borrowings* (Secured, at amortised cost)
(a) Debentures (Refer Note (ii) below) 15,000 15,000
(b) Term Loans (Refer Note (i) below) 17,972 19,967
Total non-current borrowings 32,972 34,967
*Current maturities of non-current borrowings are disclosed under the head “Other financial liabilities”.
Note (i): As at March 31, 2018
Loan Rate of
Bank Terms of repayment
outstanding interest
ICICI Bank Limited (Refer Note 1 below) 5,233 19 quarterly instalments 9.00%
Yes Bank Limited (Refer Note 3 below) 3,448 25 quarterly instalments 10.65%
Yes Bank Limited (Refer Note 2 below) 2,500 60 monthly instalments 9.95%
Yes Bank Limited (Refer Note 3 below) 400 16 quarterly instalments 9.95%
(ii) The Finance Minister of Government of India has announced in the budget for the year 2010-11,
imposition of clean energy cess as a duty of excise on coal, lignite and peat. This came into force with
effect from July 1, 2010. As advised by the legal experts the Company took CENVAT credit pertaining
to clean energy cess on coal for an amount of ` 1,145 (As at March 31, 2017: ` 1,145) from July 2010
to March 2016. The Department of Central Excise issued an order and asked to reverse the amount on
the ground that the clean energy cess is not specified tax for input CENVAT credit, thus the credit
availed on cess is irregular. Based on department’s order the amount of ` 1,134 was reversed, but
under protest. The balance of ` 11 pertains to penalty imposed by the department and disclosed in
contingent liabilities under indirect taxes. The matter is pending before the Department. Credit will be
taken again once the issue is settled in favour of the Company.
b) Corporate Guarantees:
The Company has furnished a corporate guarantee of ` 15,000 to IDBI Trusteeship Services Limited to
secure the 1,500 Non-Convertible Debentures (` 10 lakhs each) aggregating to ` 15,000 (2016-17: ` 15,000)
issued by its wholly owned subsidiary, Sagar Cements (R) Limited, to International Finance Corporation and
a further guarantee to secure the credit facilities aggregating ` 6,000 (2016-17: ` 14,900) availed by the said
subsidiary from its lenders.
c) Capital Commitment:
As at As at
Particulars March 31, 2018 March 31, 2017
Estimated amount of contracts remaining to be executed on 11,358 6,606
capital account and not provided for (net of capital advance)
Note: Debt is defined as current and non-current borrowings as described in Notes 13 & 14.
b) Components of Defined benefit costs recognised in profit and loss and other comprehensive income:
For the For the
Description year ended year ended
March 31, 2018 March 31, 2017
Amount recognized in statement of profit and loss in respect
of defined benefit plan is as follows:
Current service cost 81 51
Interest expense 52 49
Acquisition adjustment/ New policy/ Premium adjustment - 2
Expected return on plan assets (36) (34)
Defined benefit cost included in profit and loss 97 68
Re-measurement effects recognized in Other Comprehensive
Income (OCI)
Actuarial (gain)/loss 20 37
Components of defined benefit costs recognized in OCI 20 37
f) Sensitivity Analysis:
Sensitivity to significant actuarial assumptions is computed by varying one actuarial assumption used
for the valuation of the defined benefit obligation by one percentage, keeping all other actuarial
assumptions constant.
For the year ended For the year ended
Description March 31, 2018 March 31, 2017
Increase Decrease Increase Decrease
Effect of 1% change in assumed discount rate (742) 828 (639) 757
Effect of 1% change in assumed salary rate 831 (738) 732 (656)
Effect of 1% change in assumed attrition rate 790 (774) (639) 757
Compensated absences:
The accrual for unutilized leave is determined for the entire available leave balance standing to the
credit of the employees at period-end. The value of such leave balance eligible for carry forward, is
determined by an independent actuarial valuation and charged to the statement of profit and loss in
the period determined.
Outstanding balances:
As at As at
Nature of the balance Party Name March 31, 2018 March 31, 2017
Advances and deposits given Sagar Power Limited 767 756
RV Consulting Services Private Limited 4 50
Total 771 806
Trade payables Sagarsoft (India) Limited 1 3
Panchavati Polyfibres Limited 560 307
Total 561 310
Payable on purchase of RV Consulting Services Private Limited - 32
property, plant and
equipment
Rent payable Dr. S. Anand Reddy 2 2
S. Sreekanth Reddy 2 2
S. Vanajatha 2 2
Total 6 6
Payable to KMP Short term benefits payable to - 18
key managerial personnel
33. Operating Lease
The Group has taken various residential premises, office premises and warehouses under operating lease agreements.
These are generally cancellable and are renewable by mutual consent on mutually agreed terms. The operating
lease expense recognized in the Statement of Profit and Loss aggregate ` 221 (2016-17: ` 220).
R.Soundararajan
Company Secretary
Place: Hyderabad
Date: May 29, 2018
SAGAR CEMENTS LIMITED
Registered Office: Plot No.111, Road No.10, Jubilee Hills, Hyderabad-500 033
CIN : L26942TG1981PLC002887
Tel.No.: +91-40-23351571 Fax No.: +91-40-23356573 E-mail: info@sagarcements.in Website: www.sagarcements.in
ATTENDANCE SLIP
37th ANNUAL GENERAL MEETING ON THURSDAY, THE 27th SEPTEMBER, 2018 AT 4.00 P.M.
at Hotel Golkonda, Masab Tank, Hyderabad-500 028
I/We hereby record my/our present at the Thirty Seventh Annual General Meeting of the Company at Hotel Golkonda, Masab
Tank, Hyderabad, at 4.00 p.m. on Thursday, the 27th September, 2018.
Name of the Member : Signature :
Name of the Proxyholder : Signature :
Notes: 1. Only Member / Proxyholder can attend the Meeting.
2. Please complete the Folio No./DP ID No., Client ID No. and name of the Member / Proxyholder, sign this Attendance
Slip and hand it over, duly signed at the entrance of the Meeting hall.
3. A Member / Proxyholder attending the meeting should bring his/her copy of the Annual Report for reference at the
meeting.
Please
Signed this _____ day of _______________ 2018 affix
Re. 1/-
Revenue
Stamp
Signature of shareholder ____________________ Signature of Proxyholder(s) ________________________
Note: 1. This Form in order to be effective should be duly completed and deposited at the Registered Office of the Company
at Plot No.111, Road No.10, Jubilee Hills, Hyderabad-500 033, not less than 48 hours before the commencement
of the Meeting.
2. A proxy need not be a member of the Company.
3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 37th Annual General Meeting
of the Company.