Panyam Cements & Mineral Industries Limited
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PRINTED MATTER BOOK - POST PANYAM CEMENTS & MINERAL INDUSTRIES LIMITED If undelivered please return to : PANYAM CEMENTS & MINERAL INDUSTRIES LIMITED Registered Office : 2015 - 16 C-1, Industrial Estate Bommalasatram, Nandyal - 518 502 Kurnool District, A.P. SAVYA ENTERPRISES, Mobile : 9440055572 INDEX TO THE REPORT S.No. P AR TICULARS Page No. 1. Corporate Information 1 2. Notice of Annual General Meeting 2-8 3. Directors’ Report 9-15 4. Cash Flow 16 5. Corporate Governance Report a Secretarial Audit Report 17-18 b Extract of Annual Return (MGT-9) 19-25 c Corporate Governance Report 26-32 6. Management Discussion and Analysis Report 33-34 7. Auditors’ Certificate on Corporate Governance 35 8. Independent Auditors’ Report 36-41 9. Financial Statements a Balance Sheet 42 b Statement of Profit and Loss 43 c Notes part of the Financial Statements 44-63 10. Proxy Form 64 PANYAM CEMENTS & 60th MINERAL INDUSTRIES LIMITED ANNUAL REPORT 2015-16 PANYAM CEMENTS & MINERAL INDUSTRIES LIMITED CORPORATE INFORMATION Registered Office::C-1 Industrial Estate, Nandyal, Kurnool District - 518 502. A.P. BOARD OF DIRECTORS AUDITORS NOTICE Brahmayya & Co. Notice is hereby given that the 60th Annual General Meeting of the Members of the Company will be held on Wednesday, the S. SREEDHAR REDDY Chartered Accountants 28th September, 2016 at 11.45 A.M., at the Registered Office of the company, C-1 Industrial Estate, Nandyal, Kurnool District, Managing Director Adoni 518 301. Andhra Pradesh to transact the following business:- Ordinary Business COST AUDITOR V. SURESHKUMAR Mrs. Aruna Prasad 1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March 2016, and the Statement of Cost Accounts Profit and Loss for the year ended on that date and the Reports of the Directors and Auditors thereon. Plot No.802,64th Street, 2. To appoint a director in place of Sri V. Suresh Kumar (DIN No. 01788268), who retires by rotation and being eligible offers 10th Sector, K.K. Nagar. V. ARVINDA RANI himself for re-appointment. Chennai - 600 078. V. RAMNATH 3. To appoint a director in place of Sri V. Ramnath (DIN No. 01303841) who retires by rotation and being eligible offers BANKERS himself for re appointment. State Bank of India P. JAYARAMA REDDY 4. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or Main Branch without modification(s), the following resolution as an Ordinary Resolution. Nandyal. Dr. R.K. PRASAD SUNKARA “RESOLVED THAT M/s. Brahmayya & Co., Chartered Accountants, Adoni (Firm Registration No. 000514S), be and are hereby appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the State Bank of Hyderabad conclusion of the next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of S. PANDURANGA RAO Overseas Branch Directors of the Company.” Somajiguda, REGISTRAR & SHARE Hyderabad. Special Business: TRANSFER AGENTS 5. To consider and if thought fit to pass the following resolution with or without modifications as an Ordinary Resolution: Indian Overseas Bank “RESOLVED THAT pursuant to the provisions of section 149, 152 and other applicable provisions, if any of the Companies XL Softech Systems Limited Adarshnagar, Act, 2013(the Act) and the Rules framed thereunder (including any statutory modification(s) or re enactment thereof for 3, Sagar Society, Road No.2, Hyderabad. the time being in force) read with Schedule IV to the Act, as amended from time to time, Mr.S.Panduranga Rao Banjara Hills, Hyderabad - 500 034, TS. (DIN NO.073390567), who has submitted a declaration that he meets the criteria for independence as provided in section 149 (6) of the Act and who is eligible for appointment , be and is hereby appointed as an Independent Director of the REGISTERED OFFICE Company with effect from November 30, 2015 up to November29, 2020 and that he shall not be liable to retire by rotation.: Phone: 040-23545913/14/15 C-1, Industrial Estate, Fax: 040-23553214 Bommalasatram, 6. To consider and, if, thought f it, to pass with or without modification the following resolution as an Ordinary Resolution: Email: [email protected] Nandyal - 518 502 Kurnool District, A.P. “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment CENTRAL ADMINISTRATIVE OFFICE : Phone: 08514-222274 thereof, for the time being in force), the remuneration of Rs.50,000/- (Rupees Fifty thousand Only) plus service tax as Plot No.188, Phase II, E-mail: [email protected] applicable and reimbursement of out of pocket expenses, at actual, as approved by Board of Directors of the Company, to be paid to M/s Aruna Prasad & Co., , Cost Auditors (Firm Registration No. 100883) of the Company for conducting the Kamalapuri Colony, audit of the cost records of the Company for the Financial Year ending on 31st March, 2017, be and is hereby ratified and Hyderabad - 500 073. TS. CEMENT WORKS: confirmed.” Phone: 040-23555317 Cementnagar - 518 206. Fax: 040-23555316 RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all Kurnool District, A.P. E-mail: [email protected] such acts, deeds & things and to take all such steps as they may deem necessary, proper or expedient to give effect to this Website: panyamcements.com Phone: 08516-274638 resolution.” ISIN : INE167E01029 Fax: 08516-274644 7. Disclosure of Ultimate Beneficial Owners of the allottees with respect to Item No.2 ‘Preferential issue of convertible CIN : L26940AP1955PLC000546 E-mail: [email protected] warrants of the Company’ in the EGM Notice dated 29th December, 2015: To consider and, if thought fit to give ASSENT/DISSENT to the following Resolution as a Special Resolution: 1 2 PANYAM CEMENTS & 60th MINERAL INDUSTRIES LIMITED ANNUAL REPORT 2015-16 Notes: - “RESOLVED THAT in furtherance to the special resolution passed by the shareholders of Panyam Cements & Mineral Industries Limited at their extra ordinary general meeting held on January 25, 2016, the members of the company be and are hereby 1. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the business under Item Nos. 5, 6 and 7 of the Notice, is annexed hereto. The relevant details as required under clause 49 of the Listing Agreement entered into with directed to note the following allottees, whose ultimate beneficiary details are provided herein below: the Stock Exchange, of persons seeking appointment/ re-appointment as Directors under Item No. 2 to 3 and Item No. 5 of the Notice, are also annexed. If allottee is not a natural per Post preferential No. of Pre 2. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote son, identity of the natural Allotment Convertible Preferential on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, S.No. Name of the Category person who are the ultimate (Assuming full Conversion Warrants allotment however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Allottee of Persons beneficial owner of the shares of warrants) Allotted Meeting. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten proposed to be issued, if No. of No. of percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share ap plicable % % Shares Shares capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 1. EW India FII / FPIs EISAF LP is a Limited 678.663 - - 678.663 4.02 3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a Partnerships incorporated in Special Assets certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting. Fund Pte Ltd Singapore which owns 100% of EW India Special Assets 4. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specific functional Fund Pte Ltd. EISAF LP is areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding controlled by General Partner and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are Pte Ltd, which acts as the provided. general partner. 99% of the 5. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting. share capital of the General 6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. Partner Pte Ltd is held by CIM TRUSTEES (MAURITIUS) 7. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the LIMITED which acts as a Registered Office of the Company on all working days, except Sundays, during business hours up to the date of the Meeting. trustee (also commonly 8. The Company has notified closure of Register of Members and Share Transfer Books from 26th September, 2016 to 28th September, referred to as administrator) 2016 (both days inclusive) for determining the names of members eligible for dividend on Equity Shares, if declared at the Meeting.