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Board of Directors Directors M B Raju Executive Chairman Umesh Shrivastava D.R.K. Rao P. Venugopal Raju R.S. Agarwal P. Parvathi Managing Director Senior Executives L. Jayashankar Executive Vice President G.R. Ram Senior Vice President C. Srinivasan General Manager (Legal) & Company Secretary Y. Linga Rao General Manager (Works) H.V. Badri Narayana Murthy General Manager (Finance) M. Krishnam Raju General Manager (Marketing) Auditors M. Bhaskara Rao & Co. Chartered Accountants 5-D, 5th Floor, 6-3-652, Somajiguda, Hyderabad - 500 082. Bankers State Bank of India Andhra Bank Registered Office ‘DECCAN CHAMBERS’ 6-3-666/B, Somajiguda, Hyderabad - 500 082. Tel: 23310561, 23310168

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Board of DirectorsDirectorsM B Raju Executive Chairman

Umesh Shrivastava

D.R.K. Rao

P. Venugopal Raju

R.S. Agarwal

P. Parvathi Managing Director

Senior Executives

L. Jayashankar Executive Vice President

G.R. Ram Senior Vice President

C. Srinivasan General Manager (Legal) & Company Secretary

Y. Linga Rao General Manager (Works)

H.V. Badri Narayana Murthy General Manager (Finance)

M. Krishnam Raju General Manager (Marketing)

AuditorsM. Bhaskara Rao & Co.Chartered Accountants5-D, 5th Floor,6-3-652, Somajiguda,Hyderabad - 500 082.

BankersState Bank of IndiaAndhra Bank

Registered Office‘DECCAN CHAMBERS’6-3-666/B, Somajiguda,Hyderabad - 500 082.Tel: 23310561, 23310168

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DECCANCEMENTS

LIMITED

Notes:1. A Member entitled to attend and vote at the

meeting is entitled to appoint a proxy to attendinstead of himself / herself and such Proxyneed not be a member of the Company. Proxiesin order to be effective should be received bythe Company at its Registered Office at least48 hours before the commencement of themeeting.

2. Members are requested to notify immediatelyof any change in their address to the Company'sRegistered Office with their Folio Number(s)

3. The Register of Members and Share TransferBooks of the Company will be closed from the26th August, 2008 to 2nd September, 2008(both days inclusive)

4. Dividend on shares, if approved at the AnnualGeneral Meeting, will be paid to those memberswhose names appear on the Company's Registerof Members on the 2nd September, 2008 asper the list of beneficial ownership furnishedby depositories for this purpose, for sharesheld in Electronic form.

5. Pursuant to the provisions of Section 205A ofthe Companies Act, 1956, the Company hasalready transferred all unclaimed dividends uptoand including the Financial Year ended 31stMarch, 2000. Dividend for the financial yearended 31st March, 2001 and thereafter, whichremains unpaid or unclaimed for a period of 7years will be transferred to the "InvestorEducation and Protection Fund" of the CentralGovernment. Members are advised to write tothe Company for payment of their unclaimeddividend.

6. Stock Exchanges:

a) The Company's shares are listed withMumbai Stock Exchange, PhirozeJeejeebhoy Towers, Dalal Street,Mumbai - 400 001 and National Stock

NOTICE

Notice is hereby given that the TWENTY EIGHTHANNUAL GENERAL MEETING of the Members ofDECCAN CEMENTS LIMITED will be held on the 2ndSeptember, 2008 at 10.00 A.M. at "BhaskaraAuditorium", Birla Museum, Adarsh Nagar, Hyderabadto transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Profit andLoss Account for the year ended 31st March,2008, the Balance Sheet as at that date andthe Directors' and the Auditors' Reports thereon.

2. To declare dividend on Equity shares.

3. To appoint a Director in place of Mr. P VenugopalRaju, Director who retires by rotation and beingeligible, offers himself for reappointment.

4. To appoint a Director in place of Mr. D R K Rao,Director who retires by rotation and beingeligible, offers himself for reappointment.

5. To appoint M/s M Bhaskara Rao & Co., CharteredAccountants as Statutory Auditors to hold officefrom the conclusion of this Annual GeneralMeeting upto the conclusion of the next AnnualGeneral Meeting and to fix their remuneration.

By Order of the BoardC. SRINIVASAN

Place: Hyderabad General Manager (Legal) &Date : 13th June, 2008 Company Secretary

Registered Office:6-3-666/BDeccan ChambersSomajigudaHYDERABAD - 500 082

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Exchange Limited Bandra Kurla Complex,Bandra East, MUMBAI - 400 051.

b) The Annual Listing Fee for the year 2007-2008 has been paid in time as per Clause38 of the Listing Agreement to StockExchanges at Mumbai.

c) The recognition to Hyderabad (Regional)Stock Exchange, 6-3-654, Somajiguda,Hyderabad - 500 082 whereat theCompany's shares were hitherto listed hadbeen withdrawn in terms of Section 5(2)of the Securities Contracts (Regulation)Act, 1956(SCRA) vide press release 252/2007 of 03.09.2007 effective from29.08.2007.

INFORMATION REQUIRED TO BE FURNISHEDUNDER CLAUSE 49 OF THE LISTING AGREEMENTAs required under Clause 49 of the Listing Agreement,particulars of Mr.P.Venugopal Raju, Director andMr. D R K Rao, Director who are proposed to bereappointed at this Annual General Meeting are givenbelow:

Mr. P. Venugopal Raju, aged 48 years is B.Com.,A.C.A and is a Post Graduate in Master of Sciencein Management from Massachusetts Institute ofTechnology (MIT) (Sloan School of Management). Heis a Director on the Boards of Vibrant Developers

Pvt.Ltd,. Khandaleru Power Company Limited, DCLInformation Technologies Limited, DCL SecuritiesLimited and Melville Finvest Limited. He is also amember of the Audit Committee of the Company.

Mr. D R K Rao, aged 77 years has over 40 years ofexperience as Corporate Consultant and is specializedin setting up of Chemical Plants. He is also theChairman of the Audit Committee and a member ofRemuneration Committee of the Company

Inspection of Documents:

The relevant documents are available for inspectionat the Registered Office of the Company during anyworking day / hours.

By Order of the BoardC. SRINIVASAN

Place: Hyderabad General Manager (Legal) &Date : 13th June, 2008 Company Secretary

Registered Office:6-3-666/BDeccan ChambersSomajigudaHYDERABAD - 500 082

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DECCANCEMENTS

LIMITEDDIRECTORS' REPORTThe Members,

Your Directors have pleasure in presenting the TwentyEighth Annual Report together with the AuditedAccounts and Cash Flow Statement for the yearended 31st March, 2008.

Financial Results:

The Financial Results for the year ended 31st March,2008 are summarized below:

April, 2007 April, 2006March, 2008 March, 2007

Rs.in Lacs Rs.in Lacs

Sales Income 20921.50 17169.25Other Income 303.61 193.47

Total 21225.11 17362.72

Profit beforeDepreciation and interest 7950.21 4929.62Less : Depreciation 580.62 546.53

Interest andFinance Charges 56.99 77.76

Profit for the year 7312.60 4305.33Less : Provision for

Taxation 2271.35 1213.96Provision forDeferred Taxation 222.32 222.76FBT 12.29 10.37

Prior Year taxation 9.35 16.71

Profit after Taxation 4797.29 2841.53Prior year adjustments (0.70) 0.96

Profit for the year 4796.59 2842.49Profit brought forwardfrom previous year 4357.43 2045.58

Profit available forappropriation 9154.02 4888.07

Appropriations

Proposed Dividend 210.11 210.11Dividend Tax 35.71 35.71General Reserve 479.65 284.82Balance retained 8428.55 4357.43

Results of Operations:

The performance of your Company for the year underreview was outstanding. The production and turnoverof Cement/Slag Divisions were the highest everachieved. Due to market demand, the price realisationwas also significantly higher, leading to a recordprofit of Rs.73.12 crores as against Rs. 43.05 croresin the previous year.

The Company had put up a 1500 KW Wind Mill inTamilnadu and commissioned it on 26th September,2007. The Wind Mill has generated 56.80 lac unitssince the date of commissioning. The progress onone million tonne cement plant and the Captive PowerPlant is satisfactory. The Company expects commercialproduction from the new plant from September, 2008.

The Company is in the process of registering itsproject as clean development mechanism(CDM) foravailing Carbon Credit and has entered into anagreement with VESTAS in this regard.

Appropriations:

Dividend:

The Company has been following a consistent dividendpayment policy. Considering the Company's trackrecord of dividend payment and the current year'sgood profitability, your Directors are pleased torecommend for your consideration a dividend ofRs.3/- per equity share (30%) for the year ended31st March, 2008 which would entail a cash outflowof Rs. 210.11 lacs and Dividend Distribution Taxamounting to Rs.35.71 lacs.

Transfer to Reserves:

Your Directors propose to transfer Rs. 479.65 lakhsin terms of Companies (Transfer of Profits to Reserves)Rules, 1975.

Capital Structure:

During the financial year under review, the sharecapital of your Company remained unaltered.

Fixed Deposits:

The aggregate amount of deposits accepted by theCompany as at 31st March, 2008 stood at Rs. 112.17lacs. There are no matured and unclaimed depositsas on 31st March, 2008.

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DECCANCEMENTS

LIMITEDIndustrial Relations:

During the period, industrial relations continued tobe cordial. Your Directors wish to place on recordtheir appreciation for the dedicated services of itsemployees.

Social Responsibility

During the financial year ended 31st March, 2008your company supplied 70567 MT of cement atconcessional price to the State Government as partof its Indiramma Housing Welfare Scheme.

Corporate Governance:

A detailed report on Corporate Governance is annexedhereto and forms part of the report.

Directors' Responsibility Statement:

Pursuant to the provisions of Section 217 (2AA) ofthe Companies Act, 1956 it is confirmed that:

i) in the preparation of the annual accounts, theapplicable accounting standards had beenfollowed along with proper explanation relatingto material departures, if any;

ii) the Directors have selected such accountingpolicies and applied them consistently and madejudgements and estimates that are reasonableand prudent so as to give a true and fair viewof the state of affairs of the Company at theend of the financial year and of the profit orloss of the Company for that period;

iii) the Directors have taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with theprovisions of this Act for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities.

iv) the Directors had prepared the annual accountson a going concern basis.

Directors:

Pursuant to provision of Section 255 of the CompaniesAct 1956, Mr. P Venugopal Raju and Mr. DRK Raoretire by rotation and are eligible for reappointment.

Statutory Auditors:

M/s M Bhaskara Rao & Company, CharteredAccountants, the Statutory Auditors of the Companyretire at the conclusion of Annual General Meetingand are eligible for reappointment.

Particulars of Research and Development,Conservation of energy, technology absorption, etc.:

Particulars required under section 217(1)(e) of theCompanies Act, 1956 read with Rule 2 of theCompanies (Disclosure of Particulars in the Report ofDirectors) Rules, 1988 is given in the annexure tothe Report.

Energy, Technology and Foreign Exchange:

Additional information on conservation of energy,technology absorption, foreign exchange earnings andoutgo as required to be disclosed in terms of Section217 (1) (e) of the Companies, Act, 1956 read withthe Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules, 1988 is annexed heretoand forms part of this report.

Particulars of Employees:

The particulars required pursuant to the provisions ofSection 217 (2A) of the Companies Act, 1956 readwith the Companies (Particulars of Employees) Rules1975 as amended, are attached and forms part ofthis report.

Acknowledgement:

The Board expresses its grateful thanks to theGovernment of Andhra Pradesh, Industrial DevelopmentBank of India, State Bank of India, Andhra Bank,State Bank of Hyderabad, State Bank of Mysore,State Bank of Sourasthtra, Indian Bank, APTRANSCO,APCPDCL, customers and dealers for their support tothe Company.

For and on behalf of the Board

Hyderabad M B RajuDate: 13th June, 2008 Executive Chairman

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DECCANCEMENTS

LIMITED ANNEXURE - I

ANNEXURE TO DIRECTORS' REPORTDisclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchangeearnings and outgo as required under the Companies (Disclosure of particulars in the Board of Directors'Report) Rules, 1988.

FORM A(See Rule 2)

Form for disclosure of particulars with respect to conservation of energy.A) POWER AND FUEL CONSUMPTION Current Year Previous Year

1) ELECTRICITY : 2007-08 2006-07

a) Purchased Units (KWH - Lacs) 535.22 518.67Total Amount (Rs.in lacs) 1872.19 1762.57Rate per unit (Rs.) 3.50 3.40

b) Own Generation:Through Diesel GeneratorUnits (KWH lacs) 2.82 2.21Total Amount (Rs.lacs) 47.33 33.37Rate per unit (Rs.) 16.78 15.10

2) Coal (C&D Grade):Used as a Fuel in Kiln:Quantity (Million K Cal) 387464 387573Total Cost (Rs.in lacs) 2279.19 1954.90Average Rate (Rs./million K Cal) 588 504

B) CONSUMPTION PER UNIT PER PRODUCTIONCement DivisionElectricity (KWH/T of Cement) 87 85Coal % 19.10 19.67

Slag DivisionElectricity (KWH/T of Cement) 39 37

FORM B(See Rule 2)

Form for disclosure of particulars with respect to Technology Absorption.A. RESEARCH AND DEVLOPMENT (R&D) : NOT APPLICABLE

B. TECHNOLOGY ABSORPTION : NOT APPLICABLEADAPTATION AND INNOVATION

A. CONSERVATION OF ENERGYCement Divisiona) Energy Conservation measures taken:

Conservation of energy continues to be accorded high priority.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.The Company has already taken measures to reduce the thermal and electrical energy consumption oncontinues basis.

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DECCANCEMENTS

LIMITED

INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THECOMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF THEDIRECTORS' REPORT FOR THE YEAR ENDED 31st MARCH, 2008.

Name, age Designation Date of Experience Remuneration Lastand and nature commencement in years (Rs. in lacs) Employment

Qualification of Duties of employment

P PARVATHI MANAGING 01.07.1998 19 149.32 Dy.Manager, Secretarial42 years DIRECTOR DepartmentM Com DCL Polyesters Ltd

M B RAJU EXECUTIVE 31.07.1979 49 149.12 Chairman and68 years CHAIRMAN Managing Director,B.E. DCL Polyesters Ltd

1. Remuneration includes Salary, Commission, Company's contribution to Provident Fund, Superannuation Fundand Group Gratuity Scheme, reimbursement of medical expenses, Leave Travel Assistance and otherperquisites.

2. Ms P Parvathi, Managing Director and Mr. M B Raju, Executive Chairman are related to each other in termsof schedule I-A, read with Section 6(c) of the Companies Act, 1956.

3. There are no employees in the service of the Company within the category covered by sub-section(2)(iii)of Section 217 (2A) of the Companies Act, 1956.

4. The terms of employment of Mr. M B Raju and Ms P Parvathi are contractual.

for and on behalf of the Board

Place : Hyderabad M.B. RajuDate : 13th June, 2008 Executive Chairman

ANNEXURE - I

c) Total energy consumption and energy consumption per unit of production.The above information is given in the prescribed form A annexed.

Slag Cement Division

The average power consumption per ton of Cement for the year is 39 units.

B. TECHNOLOGY ABSORPTIONEfforts made towards absorption of technology are given in the prescribed Form B annexed.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports, initiatives taken to increase export, development of new export marketfor production & services and export plans.

The Company presently has no plans for export of its product.b) Total foreign exchange used and earned.

Rs. in lacs

Current year Previous Year

Used 85.69 96.52

Earned NIL NIL

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DECCANCEMENTS

LIMITED

CORPORATE GOVERNANCE REPORTThe detailed report on Corporate Governance for thefinancial year from 1st April, 2007 to 31st March,2008 as per format prescribed by SEBI andincorporated in the revised clause 49 of the Listing

Agreement is set out below:

I The Corporate Governance Code:

The Company believes that the CorporateGovernance provides a structure through which

• the objectives of the Company are set,means for achieving and monitoringperformance are determined

• long term value of the enterprise ismaximised.

• the business complies with legal andregulatory frameworks.

• fosters better value to shareholders/stakeholders and the society at large.

The Company has consistently practiced goodcorporate governance. The Company creates anenvironment for the efficient conduct of thebusiness and to enable management to meetits obligations to all its stakeholders, includingamongst others, Shareholders, customers,employees and the community in which theCompany operates.

II Board of Directors ("Board")

The Board comprises of the fol lowingDirectors of whom two are executive, andfive are non-executive Directors.

a) Composition of the Board:

Name of the Director Status

Mr. M B Raju Executive Chairman

Ms. P Parvathi Managing Director &Executive Director

Name of the Director Status

Mr. Umesh Shrivastava Independent & NonExecutive Director

Mr. P Venugopal Raju Non Executive Director

Mr. D R K Rao Independent & NonExecutive Director

Mr. R S Agarwal Independent & NonExecutive Director

Mr. J Narayanamurthy* Independent &Nominee of IDBI.

* Nomination of Mr. J Narayanamurthy waswithdrawn by IDBI vide their letter datedNo.CBSD.53/176/NOM.8 dated 23.08.2007with effect from 23.08.2007.

b) Board Meetings:

The meetings of the Board of Directorsare scheduled well in advance and generallyheld at the Registered office of theCompany at Hyderabad. The noticeconfirming the meeting and the detailedagenda is sent at least seven days inadvance to all the Directors. SeniorManagement of the Company is invited toattend the Board Meetings, to makepresentations and provide clarifications asand when required. The Board meets atleast once in a quarter to review thequarterly performance and financial results.

i) Number of Board Meetings:

During the year from 1st April, 2007to 31st March, 2008 the Board metfive times on the following dates:

12th June, 200725th July, 200722nd September, 200726th October, 200729th January, 2008

ANNEXURE TO DIRECTORS' REPORT

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III Committees of Directors:Non- executive Directors provide guidance tooperating management on policy matters aswell as in monitoring the actions of operatingmanagement. The involvement is formalizedthrough constitution of designated committeesof the Board. The Committees are intended toprovide regular exchange of information andideas between the non-executive Directors andthe operating management.

The Board has accordingly constitutedCommittees which comply with the requirementsof Clause 49 of the Listing Agreement with theStock Exchanges and the applicable provisionsof the Companies Act, 1956.

A) AUDIT COMMITTEE:i) The Audit Committee comprises of the following

non-executive members of the Board.

1. Mr. D R K Rao Chairman2. Mr. J Narayanamurthy* Member3. Mr. P Venugopal Raju Member4. Mr R S Agarwal** Member

* Mr J Narayanamurthy resigned from theCommittee with effect from 23.08.2007.

**Mr R S Agarwal appointed as member witheffect from 26.10.2007.

ii) During the year from 1st April, 2007 to31st March, 2008 the Audit Committeemet four times on the following dates:12th June 2007 25th July, 200726th October, 2007 29th January, 2008

iii) Attendance of the members in the AuditCommittee Meetings:

Name of the No.of No.ofDirector meetings meetings

held attended

Mr. D R K Rao 4 3

Mr. P Venugopal Raju 4 4

Mr. J Narayanamurthy 4 2

Mr R S Agarwal 4 2

iv) Terms of reference:

The Audit Committee has powers toinvestigate any activity within its terms ofreference, seek information from anyemployee, obtain outside legal or otherprofessional advice and secure attendanceof outsiders with relevant expertise, if itconsiders necessary. The terms of referenceof the Audit Committee also includes thefollowing:

ii) Attendance of Directors:

No.of No.of Attendance No.of No.of MembershipsName of the Board Board at the last Directorships in other BoardDirector Meetings Meetings Annual in other Committees as on

held attended General Boards as on 31st March, 2008Meeting 31.03.2008

Mr. M B Raju 5 5 YES 2 NIL

Ms. P Parvathi 5 5 YES NIL NIL

Mr.Umesh Shrivastava 5 4 YES 4 NIL

Mr.P Venugopal Raju 5 4 YES 5 NIL

Mr.D R K Rao 5 4 YES NIL NIL

Mr.J Narayanamurthy*(IDBI Nominee) 5 3 YES 1 NIL

Mr R S Agarwal 5 4 YES 8 8

*Nomination of Mr. J Narayanamurthy was withdrawn by IDBI vide their letter dated No.CBSD.53/176/NOM.8 dated 23.08.2007 with effect from 23.08.2007.

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DECCANCEMENTS

LIMITED1) Overview of the Company's financial

reporting process and the disclosure ofthe financial information to ensure thatthe financial statement is correct, sufficientand credible.

2) Recommending to the Board the appointmentre-appointment and, if required, thereplacement or removal of the StatutoryAuditors and the fixation of audit fees.

3) Approval of payment to statutory auditorsfor any other services rendered by thestatutory auditors.

4) Reviewing with the management, theannual financial statements beforesubmission to the Board for approval, withparticular reference to:

a) Matters required to be included inthe Directors' Responsibility Statementto be included in the Board's reportin terms of clause 2AA of Section217 of the Companies Act, 1956.

b) Changes, if any, in accounting policiesand practices and reasons for the same.

c) Major accounting entries involvingestimates based on the exercise ofjudgment by management.

d) Significant adjustments made in thefinancial statements arising out ofaudit findings.

e) Compliance with listing and otherlegal requirements relating tofinancial statements.

f) Disclosure of any related partytransaction.

g) Qualifications in the draft audit report.

5) Reviewing with the management, thequarterly financial statements beforesubmission to the Board for approval.

6) Reviewing the adequacy of internal auditfunction including the structure of theinternal audit department, staffing andexperience of the official heading thedepartment, reporting structure, coverageand frequency of internal audit.

7) Discussion with internal auditors, on anysignificant findings and follow up thereon.

8) Reviewing the findings of any internalinvestigations by the internal auditors intomatters where there is suspected fraud orirregularity or a failure of internal controlsystems of a material nature and reportingthe matter to the board.

9) Discussion with statutory auditors beforethe audit commences about the natureand scope of audit as well as post-auditdiscussion to ascertain any area of concern.

10) To look into the reasons for substantialdefaults in the payment to the depositors,debenture holders, shareholders (in caseof non payment of declared dividends) andcreditors.

11) To review the functioning of the WhistleBlower mechanism, in case if the same isexisting.

12) Carrying out any other function as ismentioned in the terms of reference ofthe Audit Committee.

B) SHARE TRANSFER & INVESTORS' GRIEVANCECOMMITTEE:i) The Committee comprises the following

members of the Board.

1. Mr Umesh Shrivastava, Chairman2. Mr. J Narayanamurthy, Member *3. Ms P Parvathi, Member4. Mr D R K Rao, Member **

* Mr J Narayanamurthy resigned from theCommittee with effect from 23.08.2007.

**Mr D R K Rao appointed as memberwith effect from 26.10.2007.

ii) Name of the compliance officer :Mr C Srinivasan,General Manager (Legal) & Company Secretary

iii) During the year from 1st April, 2007 to31st March, 2008 the Share Transfer &Investors' Grievance Committee met fourtimes on the following dates:

12th June, 2007 25th July, 200726th October, 2007 29th January, 2008

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DECCANCEMENTS

LIMITEDiv) Attendance of the Directors in the Share

Transfer & Investors' Grievance CommitteeMeetings:

Name of the No.of No.ofDirector meetings meetings

held attended

Mr Umesh Shrivastava 4 4Mr J Narayanamurthy 4 2Ms P Parvathi 4 4Mr D R K Rao 4 2

v) Terms of Reference:The Committee deals with the following:

a) ratification of transfer of shares /dematerlisation requests approved by theManaging Director

b) split/consolidation of shares

c) issue of duplicate share certificates

d) non-receipt of declared dividends

e) all such complaints directly concerning theshareholders/investors of the Company.

f) and such other matters that may beconsidered necessary in relation toshareholders, and investors of the Company.

vi) Number of complaints pending with theCompany:

All the complaints / letters received duringthe financial year were replied / resolvedto the satisfaction of the shareholders andthere are NIL complaints pending as on31st March, 2008.

vii) Details of investors letters / complaints received during the year ended 31st March, 2008

Sl No. Nature of letters/Complaints Received Disposed Pending

1. Non receipt of Dividend Warrants(s)/ 13 13 NILrevalidation warrants

2. Non receipt of Share Certificatesafter transfer/Annual Report/ 10 10 NILSecurities and others

C) REMUNERATION COMMITTEE:a) This Committee comprises of the following

Non-Executive and Independent Membersof the Board

1. Mr. Umesh Shrivastava, Chairman

2. Mr. J Narayana Murthy, Member *

3. Mr. D R K Rao, Member

4. Mr. R S Agarwal **

* Mr. J Narayanamurthy resigned from theCommittee with effect from 23.08.2007.

**Mr R S Agarwal appointed as memberwith effect from 26.10.2007.

b) During the year from 1st April, 2007 to31st March, 2008 the RemunerationCommittee met two times on 12th June,2007 and 25th July, 2007.

c) Attendance of the Directors in theRemuneration Committee Meetings:

Name of the No.of No.ofDirector meetings meetings

held attended

Mr Umesh Shrivastava 2 2Mr J Narayanamurthy 2 2Mr D R K Rao 2 1Mr R S Agarwal 2 –

d) Terms of Reference:To fix the remuneration payable toManagerial Personnel and such other mattersas may be entrusted from time to time.

IV. Non-Executive Directors' compensation and disclosure:The Non-executive Directors of the Companyare paid sitting fees for attending the meetingsof the Board / Committees and Commission.

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V. Details of remuneration paid to the Directorsduring the Financial Year from April, 2007 toMarch, 2008.

The Board comprises of six Directors as on 31stMarch, 2008 of whom two are executive andfour are non-executive Directors.

a) Executive Directors: (Rs. in lacs)

Name of the Salary Perqui- Commi- TotalDirector sites ssion

otherBenefits

Mr. M B Raju 18.00 18.02 113.10 149.12Ms. P Parvathi 16.80 19.42 113.10 149.32

Terms of Contract:

Name of the Date of Expiry of theDirector Appointment Contract

Mr. M B Raju 01.07.2007 30.06.2012Ms P Parvathi 01.07.2003 30.06.2008

01.07.2008 30.06.2013

b) Non Executive Directors:

Name of the Director Sitting fees paid

Mr. Umesh Shrivastava 10000Mr. D R K Rao 10000Mr. P Venugopal Raju 8000Mr. J Narayanamurthy(IDBI Nominee) 8000Mr R S Agarwal 6000

Non Executive Directors are also paid commission.The ceiling on the Commission is 1% on the netprofits subject to a ceiling of Rs.5 lacs.

The aggregate Commission payable to Nonexecutive Directors for the Financial Year2007-08 is Rs.5 Lacs which is to be distributedequally amongst the Non Executive Directors.

Disclosure of Shareholdings in the Company:

Sl. Name of the Director No. of Shares

1. Mr Umesh Shrivastava 35802. Mr D R K Rao 1703. Mr P Venugopal Raju 2004. Mr R S Agarwal 587

VI Code of Conduct:

The Company has evolved a Code of Conduct forthe Directors and Senior Management Personnel(one level below the Executive Directors, includingHeads of the Department) which has beenaffirmed for adherence.

VII Subsidiaries :

There are no subsidiaries to the Company.

VIII Related Party Transactions : See below atitem XI.

IX Risk Management: The Company has initiatedprocedure for risk assessment and its mitigation.These procedures are continually evaluated andfine tuned. They are placed before the Boardfor approval.

X General Body Meetings:a) Particulars of last three Annual General Meetings:

Financial Year Date Time Place

2004-2005 09.09.2005 10.00 A.M. Bhaskara Auditorium, Birla Museum, Adarsh Nagar,HYDERABAD - 500 063

2005-2006 27.07.2006 10.00 A.M. Surana Udyog Auditorium, The Federation, of AndhraPradesh Chambers of Commerce and Industry (FAPCCI),Federation House, 11-6-941, Red Hills, Post Box No.14,Hyderabad - 500 004

2006-2007 25.07.2007 10.00 A.M. Bhaskara Auditorium, Birla Museum, Adarsh Nagar,HYDERABAD - 500 063

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All the resolutions as set out in therespective notices were passed by theShareholders. No special resolutions wererequired to be put through the postal ballot.

XI. Disclosures:

The pecuniary disclosure with regard to interestedDirectors.

a) Disclosures on materially significant relatedparty transactions of the Company ofmaterial nature with the promoters, theDirectors or the management or relativesetc., that may have potential conflict withthe interests of the Company at large:-

None of the transactions with any ofrelated parties was in conflict with theinterests of the Company during thefinancial year 2007-2008.

b) Details of non-compliance by the Company,penalties, strictures imposed on the Companyby Stock Exchange or SEBI or any statutoryauthority, on any matter related to CapitalMarkets during the last three years:-

There were no instances of non complianceof any matter related to Capital Marketduring the last three years.

c) The Managing Director and General Manager(Finance) have given certificate to the Boardas per Clause 49 of Listing Agreement.

d) In respect of non mandatory clause theCompany has fulfilled the following:

i) constituted a Remuneration Committeeand

ii) statutory financial statements are notqualified.

XII. Means of Communication:a) Quarterly/Half Yearly Financial Results of the

Company are forwarded to the StockExchanges and published in news papers inline with listing agreement. Half Yearly reportis not sent to shareholders individually asthe results the Company are published inthe News papers.

b) The results or official news pertaining to theCompany are not displayed on the Websiteof the Company. They are sent to ElectronicData Information and Retrieval (EDIFAR).

c) The Company has not made anypresentation to any Institutional Investors/analysts during the year.

d) Shareholders may send their grievancesfor redressal to the Company's E mail,given below.

XIII. General Shareholder Information:a) Annual General Meeting : 28th Annual General Meeting

Date : 2nd September, 2008Time : 10.00 A.M.Venue : BHASKARA AUDITORIUM, BIRLA MUSEUM

ADARSH NAGAR, HYDERABAD - 500 063b) Financial Year : 1st April to 31st Marchc) Date of Book Closure : 26th August, 2008 to 2nd September, 2008

(Both days inclusive)d) Dividend Payment : Within 30 days from the date of declaratione) Registered Office : DECCAN CEMENTS LIMITED

6-3-666/B, "Deccan Chambers"Somajiguda, HYDERABAD - 500 082.Email: [email protected]

f) Listing on Stock Exchanges : a) The Bombay Stock Exchange LimitedPhiroj Jeejeebhoy Towers, Dalal StreetMUMBAI - 400 001.

b) The National Stock Exchange LimitedExchange Plaza Bandra Kurla ComplexBandra East, MUMBAI - 400 051

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LIMITEDg) Code : BSE : 502137

NSE : DECCANCE

h) Market Price Data : Bombay Stock Exchange LimitedNational Stock Exchange Limited

Month and Year High (Rs.) Low (Rs.)

BSE NSE BSE NSE2007 APRIL 144.70 -* 116.55 -*

MAY 148.00 -* 132.10 -*JUNE 165.85 -* 120.00 -*JULY 184.00 -* 153.00 -*AUGUST 198.80 204.00 156.00 151.50SEPTEMBER 250.00 254.90 194.00 188.00OCTOBER 316.60 318.85 220.00 190.10NOVEMBER 386.95 369.90 281.00 277.05DECEMBER 436.00 423.00 332.20 331.10

2008 JANUARY 464.00 454.95 282.05 283.10FEBRUARY 339.95 339.90 279.05 280.00MARCH 305.00 312.00 225.00 225.00

*Registered with NSE during August, 2007.

i) Address of Registrars (both Physical and Demat) and Share Transfer Agents:KARVY COMPUTERSHARE PVT LTD.17-24, Vital Road NagarMadhapur, Hyderabad - 500 081.

j) Share Transfer System:Transfer of Securities in physical form are registered and dispatched within thirty (30) days of receipt,provided the transfer documents are in order. The Managing Director has been delegated powers toapprove transfers.

k) Distribution of Shareholding as on 31st March, 2008.

Share Holding Number of % to Number of % toShareholders total Shares total

0001 - 5000 4374 88.66 605263 8.64

5001 - 10000 284 5.76 228283 3.26

10001 - 20000 120 2.43 185250 2.65

20001 - 30000 53 1.07 134868 1.93

30001 - 40000 14 0.28 48410 0.69

40001 - 50000 24 0.49 113434 1.61

50001 - 100000 18 0.36 130274 1.86

100001 and above 47 0.95 5557968 79.36

100.00 7003750 100.00

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LIMITEDl) Outstanding GDR's/ADR's/Warrants or any Convertible instruments, conversion date and likely impact

on equity:

The Company has not issued any of the above instruments and therefore the impact on equity doesnot arise.

m) Dematerialisation of Shares:

As of 31st March, 2008- 3455499 shares were dematerilised with following depositories.

a) National Securities Depositiories Limited 2707556 shares

b) Central Depository Services Limited 747943 shares

Demat ISIN No. INE538C01013

n) LOCATIONS OF COMPANY'S PLANTS:

i) Cement Plant ii) Slag Plant iii) Hydel Power PlantBhavanipuram Bhavanipuram GBC-1, Head RegulatorMahankaligudem-508 218 Mahankaligudem - 508 218 Nekarikallu Adda RoadNalgonda Dist., A.P. Nalgonda Dist., A.P. Narsaraopet - 522 601

Guntur Dist., A.P.

iv) Wind Farm1) Polepalli Village 2) Navaneethakrishnapuram 3) Udayathoor Villge,

Ramagiri Mandal Surandai Taluk Radhapuram Taluk,Ananthpur Dist., A.P. Tirunulveli Dist., Tirunulveli Dist.,Andhra Pradesh Tamil Nadu. Tamilnadu

o) Address for correspondence:Shareholders can correspond at the Registered Office of the Company situated at 6-3-666/B, "DeccanChambers", Somajiguda, Hyderabad - 500 082.

Persons to contact i) Mr. C Srinivasan : General Manager (Legal) & Company Secretary.

ii) Mr. K A Padmanabham : Manager (Secretarial & Legal)

Declaration on code of ConductThis is to confirm that all Directors and Senior Management personnel of the Company have affirmed compliancewith the Code of Conduct of the Company for the financial year ended on 31st March, 2008 as envisaged inclause 49 of the listing agreement with Stock Exchanges.

Place: Hyderabad M.B. RajuDate : 13th June, 2008 Executive Chairman

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LIMITED ANNEXURE - IV

MANAGEMENT DISCUSSION ANDANALYSIS REPORT:We submit here Management Discussion and AnalysisReport on the Business of the Company as applicableand to the extent relevant.

1. INDUSTRY STRUCTURE AND DEVELOPMENT

India is the second major producer of cementin the world. The Government of India andState Governments have been taking varioussteps to promote industrial growth by way ofattracting foreign investments, encouragingpublic-private partnership in the creation ofSpecial Economic Zones, implementing varioushousing and infrastructural projects like housingschemes, major irrigations projects, national andstate highways, Air ports and Ports etc. Thishas boosted demand for Cement and has givenimpetus for the growth of cement industry.Cement production in the Country during 2007-08 was 168 million tonnes with almost thesame quantity dispatched as compared to 156million tonnes of production and despatches inthe previous year, thus registering a growth of8.12% over the previous year.

2. OPPORTUNITIES AND THREATS:

The Cement industry is poised to add 111 milliontonnes annual capacity by end of 2009-2010after the new projects under various stages ofimplementation are completed. Based on anexpected production and consumption growthof 9 to 10%, the demand and supply areexpected to grow in tandem from 2008-2009onwards, resulting in price remaining at moreor less at current levels. The company plans tofurther entrench in the rural markets as part ofits marketing strategy. Threats are, however,possible by way of grid power stoppages/fluctuations/long power cuts and fuel prices,which have been showing upward trend amidsttight supply. However, with the power generationat its command through hydel, wind power andthe new 18 mw Power Plant being commissioned,your company is confident of facing the abovethreats in power supply.

AUDITORS' CERTIFICATE

To the Members ofDeccan Cements Limited

We have examined the compliance of conditions ofcorporate governance by Deccan Cements Limited forthe year ended 31st March, 2008 as stipulated inClause 49 of the listing Agreement of the saidCompany with the Stock Exchanges.

The compliance of conditions of Corporate Governanceis the responsibility of the management. Ourexamination, has been limited to a review of theprocedures and implementation thereof, adopted bythe Company for ensuring compliance with theconditions of Corporate Governance as stipulated inthe said clause. It is neither an audit nor an expressionof opinion on the financial statements of the Company.

In our opinion and to the best of our informationand according to the explanations given to us andbased on our reliance upon the representations madeby the Directors and the Management, we certifythat the Company has complied in all material respectswith the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither anassurance as to the future viability of the Companynor the efficiency or effectiveness with which themanagement has conducted the affairs of theCompany.

For M BHASKARA RAO & CO.,Chartered Accountants

V. RaghunandanPlace: Hyderabad PartnerDate : 13th June, 2008 Membership No. 26255

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The cost of major inputs namely, limestone,coal and power are controlled by the Government.Freight constitutes major element in cementcost. Any increase in the prices of the abovewill have a bearing on the cost of production.

3. SEGMENT WISE PRODUCTIVE PERFORMANCE:

Segment wise, there has been marginal decreasein the hydel generation of power at 238.64 lakhunits compared to the previous year (252 lakhunits). Operating profit, however, has beenhigher at Rs.578 lakhs compared to Rs.478 lakhsin the previous year. The cement division postedhigher profits of Rs.2,708 lakhs compared toRs.1,467 lakhs in the previous year. The SlagCement division also registered higher profitsof Rs.3,742 lakhs compared to the previousyear's profit of Rs.2,265 lakhs.

4. OUTLOOK:

Based on the projected domestic demand, theoutlook of the cement industry appears to bestable in the medium to long term. The thrustgiven by the Central and State Governments fordeveloping infrastructure and encouraginghousing projects augurs well for the industry.

5. RISKS AND CONCERNS:

Various risks generally associated with thebusiness, namely, coal price and its availability,grid power fluctuations and trippings, possibilityof dumping of cement in selective markets byunits which have recently augmented theirproduction capacities, can have impact on thecement prices. However, your company isconfident of tackling any such difficult scenariosto minimize the adverse impact on the company'sperformance.

6. INTERNAL CONTROL SYSTEMS & THEIRADEQUACY:

The Company has put in place an internal controlsystem. Also, an external agency of CharteredAccountants has been appointed as InternalAuditors to independently audit the company'saccounts and operations. The Internal Auditorssubmit reports to the Audit Committee for itsreview and suggest remedial actions whererequired.

7. DISCUSSION ON FINANCIAL PERFORMANCEWITH RESPECT TO OPERATION PERFORMANCE:

The financial performance with respect to theoperation of the Company is discussed below:

The net sales were at Rs.209.22 crore againstRs.171.69 crore in the previous year registeringan increase of 22% over previous year.

The Profit before tax of the Company wasRs.73.12 crore as compared to Rs.43.05 crorein the previous year registering an increase of70% over previous year . The net profit aftertaxes and other adjustments for the year wasRs.47.97 crore against Rs.28.42 crore (increaseof 69%) in the previous year.

There has been no change in paid-up sharecapital during the Financial Year 2007-2008 whichstands at Rs.700.38 lacs

8. MATERIAL DEVELOPMENT IN HUMANRESOURCES/INDUSTRIAL RELATIONS INCLUDINGNUMBER OF PEOPLE:

The Company believes that human resourcesare an invaluable asset. The Company has cordialrelationship with its employees and staff. Staffstrength at various levels/categories is beingaugmented to meet the increased workloadarising out of the present expansion.

9. CAUTIONARY STATEMENT:

Statements in the "Management Discussion &Analysis" which seek to describe the Company'sobjective, projections, estimates, expectationsor predictions may be considered to be "forwardlooking statements" within the meaning ofapplicable securities laws or regulations. Actualresults could differ materially from thoseexpressed or implied. Important factors thatcould make a difference to the Company'soperations include Indian demand-supplyconditions, increase in installed capacity, finishedgoods prices, feed stock availability and prices,cyclical demand and pricing in the Company'smarkets, changes in Government regulations,tax regimes, economic developments within Indiabesides other factors, such as litigations andlabour negotiations.

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Auditors' ReportToThe Members ofDECCAN CEMENTS LIMITED

We have audited the attached Balance sheet ofDeccan Cements Limited as at March 31, 2008 theProfit & Loss Account and Cash Flow Statement ofthe Company for the year ended on that date annexedthereto. These financial statements are theresponsibility of the company's management. Ourresponsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with theauditing standards generally accepted in India. Thosestandards require that we plan and perform theaudit to obtain reasonable assurance about whetherthe financial statements are free of materialmisstatement. An audit includes examining, on atest basis, evidence supporting the amounts anddisclosures in the financial statements. An auditalso includes assessing the accounting principles usedand significant estimates made by the management,as well as evaluating overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

1. As required by the Companies (Auditor's Report)Order, 2003 issued by the Central Governmentin terms of Sub-section (4A) of Section 227 ofthe Companies Act, 1956, we enclose in theAnnexure a statement on the matter specifiedin paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexurereferred to in paragraph (1) above, we reportthat:

a) We have obtained all the information andexplanations which, to the best of ourknowledge and belief, were necessary forthe purposes of our audit;

b) In our opinion, proper books of accountas required by law, have been kept by theCompany so far as appears from ourexamination of those books;

c) The Balance Sheet, Profit and Loss Accountand Cash Flow statement dealt with by

this report are in agreement with the booksof account;

d) In our opinion, the Balance Sheet, Profit& Loss account and Cash Flow Statementdealt with by this report comply with theaccounting standards referred to in Sub-section (3C) of Section 211 of CompaniesAct, 1956;

e) On the basis of written representationsreceived from the Directors as on March31, 2008 and taken on record by the Boardof Directors, we report that none of theDirectors is disqualified as on March 31,2008 from being appointed as Directors interms of Clause (g) of Sub-section (I) ofSection 274 of the companies Act, 1956;

f) In our opinion and to the best of ourinformation and according to theexplanations given to us, the said accountsgive the information required by theCompanies Act, 1956 in the manner sorequired and give a true and fair view inconformity with the accounting principlesgenerally accepted in India: -

i) in the case of the Balance Sheet, ofthe state of affairs of the Companyas at March 31, 2008;

ii) in the case of the Profit and LossAccount, of the profit of the Companyfor the year ended on that date; and

iii) In case of the Cash Flow Statement,of the Cash Flow for the year endedon that date.

For M. Bhaskara Rao & Co.,Chartered Accountants

V. RaghunandanPlace : Hyderabad PartnerDate : 13th June, 2008 Membership No. 26255

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ANNEXURE TO THE AUDITORS’ REPORT(STATEMENT REFERRED TO IN PARAGRAPH(1) OF OUR REPORT OF EVEN DATE)

i) (a) The Company has maintained properrecords showing full particulars includingquantitative details and situation of itsfixed assets.

(b) These fixed assets were physically verifiedby the Management during the year. Wehave been informed that no materialdiscrepancies were noticed on such physicalverification.

(c) Substantial part of fixed assets have notbeen disposed off during the year, whichwill affect its status as going concern.

ii) (a) The inventory has been physically verifiedduring the year by the management atreasonable intervals. In our opinion thefrequency of verification is reasonable.

(b) In our opinion and according to theinformation and explanations given to usthe procedures of physical verification ofinventory followed by the management arereasonable and adequate in relation tothe size of the company and nature of itsbusiness.

(c) In our opinion and according to theinformation and explanations given to usand on the basis of our examination ofthe inventory records, the company ismaintaining proper records. Thediscrepancies noticed on physicalverification of inventory as compared tobook records were not material in relationto the operations of the company and thesame have been properly dealt with inthe books of account.

iii) The company has neither granted nor taken anyloans, secured or unsecured to/from Companies,firms or other parties covered in the registermaintained under Section 301 of the CompaniesAct, 1956. Accordingly sub clauses (a) to (g) ofClause (iii) of this order are not applicable tothe Company for the current year.

iv. In our opinion and according to the informationand explanations given to us, there is adequateinternal control system commensurate with thesize of the company and nature of its business,with regard to the purchase of inventory andfixed assets and for the sale of goods andservices. In our opinion and according to theinformation and explanation given to us, therehas been no continuing failure to correct majorweaknesses in internal control system duringthe year.

v. In our opinion and according to the informationand explanations given to us and based on therepresentations by the management, there areno transactions that need to be entered intothe register in pursuance of Section 301 of theCompanies Act, 1956. Accordingly clause (v) (b)of this order is not applicable to the Companyfor the current year.

vi. In our opinion and according to the informationand explanations given to us, the Company hascomplied with the provisions of Section 58A,58AA or any other relevant provisions of theCompanies Act, 1956 and the rules framed thereunder with regard to the deposits acceptedfrom the public. No order has been passed bythe Company Law Board or National CompanyLaw Tribunal or Reserve Bank of India or anyCourt or any other Tribunal on the Company inrespect of the aforesaid deposits.

vii. The Internal Audit of the Company has beenconducted by a Firm of Chartered Accountants.The scope and coverage of Internal Audit iscommensurate with the size of the Companyand nature of its business.

viii. In our opinion and as per the information andexplanations given to us, the company ismaintaining cost records specified by the CentralGovernment under Section 209(1)(d) of theCompanies Act, 1956. The contents of theseaccounts and records have not been examinedby us.

ix. (a) According to the information andexplanations given to us and according tothe books and records as produced and

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examined by us, in our opinion, undisputedstatutory dues including Provident Fund,Investor Education and Protection Fund,Employees’ State Insurance, Income tax,Sales-tax, Wealth Tax, Service Tax, CustomsDuty, Excise Duty, Cess and any otherstatutory dues as applicable, have beenregularly deposited during the year withthe appropriate authorities in India. Thereare no arrears of Statutory dues as at

March 31, 2008 which are outstanding fora period more than 6 months from thedate they became payable.

(b) According to the information andexplanations given to us, there are nodues on account of Income Tax, Sales Tax,Wealth Tax, Service Tax, Customs Duty,Excise Duty, Cess as at March 31, 2008which have not been deposited on accountof dispute except the following:

Name of Nature of Dues Assessment year Rs.in Forum wherethe Statute to which the lacs. dispute is pending

amount relates

Income Tax Disallowance of debenture issue 1997-98 6.46 Income Tax AppellateAct 1961 expenses and bad debts Tribunal, Hyderabad

Andhra Pradesh Regarding sales tax on 1993-94 11.52 High Court of AndhraGeneral Sales packing materials PradeshTax Act

Andhra Pradesh Regarding sales tax on 2001-02 9.30 High Court ofGeneral Sales transfer of clinker from Andhra PradeshTax Act cement division to slag 2005-06 306.14 Sales Tax Tribunal,

division Hyderabad

x. The Company has no accumulated losses as on March 31, 2008. Further it has not incurred any cash lossesin the financial year under report and in the immediately preceding financial year.

xi. Based on our Audit procedures and on the information and explanations given by the management, weare of the opinion that the company has not defaulted in repayment of dues to financial institutions orbanks or debenture holders.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

xiii. In our opinion, the company is not a Chit fund/Nidhi/Mutual Benefit Fund/Society and hence commentingunder this clause does not arise.

xiv. In our opinion and according to information and explanations given to us, the company does not deal ortrade in shares, securities, debentures and other investments. All long-term investments are held by thecompany in its own name.

xv. In our opinion and according to the information and explanations given to us, the company has not givenany guarantee for the loans taken by others from bank or financial institutions.

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xvi. The Company has obtained term loans duringthe Financial year. The term loans obtainedhave been applied for the purpose for whichthey were obtained.

xvii. On the basis of an overall examination of theBalance Sheet of the Company, in our opinionand according to the information andexplanations given to us, there are no fundsraised on short-term basis, which have beenused for long-term investments by the Company.

xviii. The Company has not made any preferentialallotment of shares to parties and companiescovered in the register maintained under Section301 of the Companies Act, 1956 during theyear.

xix. The Company has not issued any debenturesduring the year and hence commenting underthis clause does not arise.

xx. The Company has not raised any money bypublic issue during the year and hencecommenting under this clause does not arise.

xxi. According to the information and explanationsgiven to us, no fraud on or by the company hasbeen noticed or reported during the course ofour audit.

For M. Bhaskara Rao & Co.,Chartered Accountants

V. RaghunandanPlace : Hyderabad PartnerDate : 13th June, 2008 Membership No. 26255

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Balance Sheet as at 31st March,2008As at 31st March,2008 As at 31st March,2007

Schedule Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

SOURCES OF FUNDSSHAREHOLDERS' FUNDS

Share Capital I 700.38 700.38Reserves and Surplus II 13227.86 8677.09

13928.24 9377.47 LOAN FUNDS

Secured Loans III 14365.84 1047.47Unsecured Loans IV 1858.00 1591.34

16223.84 2638.81 Deferred Tax Liability 1772.08 1549.76

TOTAL 31924.16 13566.04APPLICATION OF FUNDS

FIXED ASSETS VGross Block 13670.89 12716.33Less : Depreciation 6108.11 5534.36Net Block 7562.78 7181.97

Capital work-in-progress VI 19755.18 512.0727317.96 7694.04

INVESTMENTS VII 5.90 1030.90CURRENT ASSETS, LOANS & ADVANCES VIIIA. CURRENT ASSETS

Inventories 937.60 557.98Banked Energy 36.41 42.71Sundry Debtors 99.66 145.17Cash and Bank Balances 3858.43 4325.72

B. Loans and Advances 5408.37 2493.2610340.47 7564.84

LESS:CURRENT LIABILITIES IX& PROVISIONSA. Liabilities 1967.72 1146.34B. Provisions 3817.84 1625.92

5785.56 2772.26Net Current Assets 4554.91 4792.58MISCELLANEOUS EXPENDITURE X 45.39 48.52(To the extent not written off or adjusted)Significant Accounting Policies & XVNotes to the Accounts

TOTAL 31924.16 13566.04

As per our Report attachedFor M. Bhaskara Rao & Co., For and on behalf of the BoardChartered Accountants

V. Raghunandan M.B. RajuPartner Executive ChairmanMembership No. 26255

C. Srinivasan P. ParvathiPlace : Hyderabad General Manager (Legal) & Managing DirectorDate : 13th June, 2008 Company Secretary

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LIMITED Profit and Loss Account for the Year ended 31st March,2008

Year ended Year ended31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacsINCOME

Sales XI 27557.55 23122.39Less : Excise Duty & VAT 6636.05 20921.50 5953.14 17169.25Dividend on Investments 4.57 58.12Profit on Sale of Fixed Assets 1.73 0.65Other Income XII 297.31 134.70

21225.11 17362.72EXPENDITURE

Manufacturing, Administration,Selling and Other Expenses XIII 13421.95 12466.42Interest & Finance Charges 56.99 77.76Stock Variation XIV (147.05) (33.32)Depreciation V 580.62 546.53

13912.51 13057.39Profit for the year 7312.60 4305.33Prior year's adjustments (Net) (0.70) 0.96Profit before Tax 7311.90 4306.29Provision for TaxationCurrent 2271.35 1213.96Deferred 222.32 222.76FBT 12.29 10.37Prior Year Taxation 9.35 16.71Profit after Tax 4796.59 2842.49Profit brought forward from previous year 4357.43 2045.58Amount available for appropriation 9154.02 4888.07

APPROPRIATIONSTransfer to General Reserve 479.65 284.82Provision for Dividend 210.11 210.11Corporate Dividend Tax 35.71 35.71

245.82 245.82Balance carried to Balance Sheet 8428.55 4357.43Significant Accounting Policies XV& Notes to the Accounts

9154.02 4888.07Additional Information:Basic and Diluted EPS (Equity Shares 68.49 40.59of face value of Rs. 10/- each) Earningsconsidered is Net Profit after TaxRs.4796.59 lacs (Previous YearRs.2842.49 lacs) and Number of sharesconsidered is 70.04 lacs (Previous Year70.04 lacs) for Basic and Diluted EPS.(as per Accounting Standard - 20.)

As per our Report attached to the Balance SheetFor M. Bhaskara Rao & Co., For and on behalf of the BoardChartered AccountantsV. Raghunandan M.B. RajuPartner Executive ChairmanMembership No. 26255

C. Srinivasan P. ParvathiPlace : Hyderabad General Manager (Legal) & Managing DirectorDate : 13th June, 2008 Company Secretary

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Cash Flow Statement for the Year Ended 31.03.2008

Year Ended Year Ended31st March 2008 31st March 2007

Rs.in Lacs Rs.in Lacs Rs.in Lacs Rs.in Lacs

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/( Loss) Before Tax and Prior period items 7312.60 4305.33Adjustments for :Depreciation 580.62 546.53Miscellaneous Expenses Written Off 3.13 3.13Interest and Finance charges 56.99 77.76Dividends Received (4.57) (58.12)Interest Income (160.41) (67.38)Profit on Sale of Fixed Assets (1.73) (0.65)Profit on Sale of Investments (66.11) –

Operating Profit Before Working Capital Changes 7720.52 4806.60

Changes in Working Capital(Increase)/Decrease in Inventories (379.62) (36.37)(Increase)/Decrease in Banked Energy 6.30 (6.22)(Increase)/Decrease in Sundry Debtors 45.51 129.47(Increase)/Decrease in Loans and Advances (764.97) 502.52Increase/(Decrease) in Current Liabilities 853.82 366.50

Cash Generated from Operations 7481.56 5762.50Direct Taxes Paid (2283.65) (1307.00)

Cash Flow before Prior period Items 5197.91 4455.50Prior Year Income/(Expenditure) (0.70) 0.96Net Cash Flow from Operating Activity 5197.21 4456.46

B. CASH FLOW FROM INVESTING ACTIVITIES :Inflow/(Outflow)Dividends received 4.57 58.12Interest received 160.41 67.38Purchase of Fixed Assets (962.78) (1185.37)(Increase)/Decrease in Capital Work in Progress (19243.11) (481.68)Purchase of Investments – (874.58)Sale of Investments 1091.11 301.85Sale of Fixed Assets 3.08 6.59Net Cash Flow from Investing Activities (18946.72) (2107.69)

carried forward (13749.51) 2348.77

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As per our Report attachedFor M Bhaskara Rao & Co., For and on behalf of the BoardChartered Accountants

V. Raghunandan M.B. RajuPartner Executive ChairmanMembership No. 26255

C. Srinivasan P. ParvathiPlace : Hyderabad General Manager (Legal) & Managing DirectorDate : 13th June, 2008 Company Secretary

Cash Flow Statement for the Year Ended 31.03.2008 (Contd.)

Year Ended Year Ended

31st March 2008 31st March 2007

Rs.in Lacs Rs.in Lacs Rs.in Lacs Rs.in Lacs

brought forward (13749.51) 2348.77

C. CASH FLOW FROM FINANCING ACTIVITIES :Inflow/(Outflow)Dividend Paid (Including Dividend Tax) (245.82) (199.65)Proceeds from Long Term Borrowings 266.66 450.21Repayment of Long Term Borrowings (28.75) (654.94)Long Term Loan Borrowings 13120.66 –Interest Paid (56.99) (77.76)Increase/(Decrease) in Interest Accrued on – 0.40Increase / (Decrease) in Cash Credit utilisation 226.46 1018.71Net Cash Flow from Financing Activities 13282.22 536.97

D. NET INCREASE / (DECREASE)IN CASH AND CASH EQUIVALENTS : (467.29) 2885.74Cash and Cash Equivalents as at thecommencement of the year 4325.72 1439.98Cash and Cash Equivalents as at the

close of the year 3858.43 4325.72(includes Funds not available for use - MarginMoney Rs.324.80 lacs, Unclaimed DividendRs. 16.34 lacs)

Note : Previous year's figures have been regrouped wherever necessary to conform with current year's classification.

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Schedule I: Share Capital

As at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs

Authorised Capital 1000.00 1000.001,00,00,000 Equity Shares of Rs.10/- each

Issued and Subscribed 700.38 700.3870,03,750 Equity Shares of Rs.10/-each- fully paid

(Of the above shares 35,01,875 equity sharesof Rs.10/- each were allotted on 2.1.1995for a consideration other than cash as fullypaid up bonus shares by capitalisation ofSecurities Premium/General Reserve.)

Schedule II: Reserves and Surplus

As at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

Capital Reserveas per last Balance Sheet 40.24 40.23

Power Subsidyas per last Balance Sheet 99.28 99.28

Securities Premium Accountas per last Balance Sheet 1250.14 1250.14

General Reserveas per last Balance Sheet 2930.00 2645.18

Add : Transfer from Profit and Loss Account 479.65 284.823409.65 2930.00

Profit and Loss AccountBalance as per Annexed Account 8428.55 4357.43

TOTAL 13227.86 8677.08

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Schedule III: Secured LoansAs at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacsTerm Loans from

Industrial Development Bank of India – 28.75(instalment due within one yearRs.Nil lacs previous year Rs.28.75 lacs)

State Bank of India 4,145.12 –(instalment due within one yearRs.Nil lacs previous year Rs.Nil lacs)

Andhra Bank 2,996.46 –(instalment due within one yearRs.Nil lacs previous year Rs Nil lacs)

State Bank of Hyderabad 1884.73 –(instalments due within one yearRs.Nil lacs previous year Rs.Nil lacs)

State Bank of Mysore 1399.41 –(instalments due within one yearRs.Nil lacs previous year Rs.Nil lacs)

State Bank of Sourashtra 758.51 –(instalments due within one yearRs.Nil lacs previous year Rs.Nil lacs)

Indian Bank 1936.43 –(instalments due within one year 13120.66 28.75Rs.Nil lacs previous year Rs.Nil lacs)

Cash Credit from:State Bank of India 759.17 677.43Andhra Bank 486.01 341.29

1245.18 1018.72

TOTAL 14365.84 1047.47

Schedule IV: Unsecured LoansAs at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs

Sales Tax Deferral Loan 1745.83 1488.16Fixed Deposits 112.17 103.18(due within one year Rs. 15.23 lacsprevious year Rs. 56.87 lacs)(includes Accrued Interest Rs. 0.44 LacsPrevious Year Rs. 0.40 Lacs )

TOTAL 1858.00 1591.34

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Sche

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DECCANCEMENTS

LIMITEDSchedule VI: Capital Work-in-Progress

As at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs

Works in progress - Civil & Others 7467.95 1.04Advances 12287.23 511.03

TOTAL 19755.18 512.07

Schedule VII: InvestmentsAs at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacsNon-Trade (at cost)a) Quoted - Fully Paid

Industrial Development Finance 0.30 0.30Corporation Ltd (884 Equity Sharesof Rs. 10/- each)

Biocon Ltd 0.47 0.47150 Equity Shares of Rs.5/- each

Tata Consultancy Services Ltd 0.47 0.47110 Equity Shares of Rs.1/- each

National Thermal Power Corporation Ltd 1.30 1.302095 Equity Shares of Rs.10/- each

Reliance Petroleum Limited434 Equity Shares of Rs.10/- each 0.26 0.26

(Previous Year Nil) 2.80 2.80

b) Un Quoted - Fully paidDCFEMAC Co -operative 0.10 0.10

Stores Limited(Previously known as DCL Employeesco operative Stores Ltd)

232 Equity Shares of Rs.10/- eachIndustrial Development Bank of India 3.00 3.00Regular Income Bonds

60 Bonds @ 5000/- eachSBI Mutual Fund – 200.00(PY 2026685.42 units of Rs.10 eachStandard Chartered Mutual Fund – 100.00(PY 777768.391 units of Rs.10/- each)JM Financial Mutual Fund – 250.00(PY 2570044.509 Units of of Rs.10/- each)UTI Mutual Fund – 350.00(PY 3500000 Units of Rs.10/- each)Reliance Mutual Fund – 125.00(1516884.065 Units of Rs.10 each) 3.10 1028.10

TOTAL 5.90 1030.90(Aggregate Market value of quoted investments) 7.28 6.27

All investments have been classified by the Company as Long Term Investments, as the same are meant tobe held for a long time.

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Schedule VIII: Current Assets, Loans and AdvancesAs at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacsA. Current Assets

a) InventoriesFinished Goods 85.29 71.10Work-in-Process 193.86 61.00Raw Materials 150.35 100.95Packing Materials 62.97 52.63Other Materials 151.20 64.94Stores and Spares 293.93 207.36

937.60 557.98b) Banked Energy 36.41 42.71

c) Sundry Debtors - UnsecuredDebts outstanding fora period exceeding sixmonths - considered Good: 16.31 20.22considered bad and doubtful 7.88 3.72Less:Written off during the year 7.88 0.12

– 3.60Less:Provision for doubtful

debts – 3.60– –

16.31 20.22

Other debts - considered good 83.35 124.95

99.66 145.17d) Cash and Bank balances

Cash on hand 4.63 2.10Balances withScheduled Banks:- In Current Accounts 2644.22 1782.10- In Deposit Accounts 1209.58 2541.52(including margin money 3853.80 4323.62

deposit of Rs. 324.80 lacs3858.43 4325.72

(PY Rs.8.52 Lacs)4932.10 5071.58

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Schedule VIII: Current Assets, Loans and Advances (Contd...)

As at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

B. Loans and Advances-UnsecuredConsidered Good :a) Advances recoverable

in cash or inkind or for value to be receivedAdvances for purchase ofRaw Materials and Coal 707.96 547.86Advances for purchase ofStores and Spare parts 139.20 39.12Advances to Employees 8.68 4.56Other Advances 661.90 157.91Prepaid Expenses 17.96 17.54Tax deducted at source 61.14 27.00Advance Income Tax 3619.44 1503.44Deposits- Central Excise 17.28 3.04- Others 162.61 147.17

179.89 150.21

5396.17 2447.64b) Interest accrued 12.20 45.62

5408.37 2493.26

TOTAL 10340.47 7564.84

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Schedule IX: Current Liabilities and ProvisionsAs at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

A. Current LiabilitiesSundry Creditors :Micro, Small and MediumEnterprises – –(Includes on Capital a/c NIL(Previous Year Nil)Others (includes on Capital A/cRs.15.17 lacs, previous YearRs.36.09 lacs) 526.67 368.05

526.67 368.05Expenses 934.85 371.04Advances/Deposits from Stockistsand Others 464.21 352.31Unclaimed Dividend 16.34 13.71Other liabilities 14.15 25.11Int. Accrued & Due on FixedDeposits 11.50 16.12

1967.72 1146.34B. Provisions

For Taxation 3487.98 1328.50For Proposed Dividend 210.11 210.11For Dividend Tax 35.71 35.71For Leave Encashment 31.84 13.76For Gratuity 52.20 37.84

3817.84 1625.92

TOTAL 5785.56 2772.26

Schedule X: Miscellaneous Expenditure (to the extent not written off or adjusted)

As at 31st March, 2008 As at 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

Compensatory Land for afforestationAs per last Balance Sheet 22.53 24.22Less: Written off during the year 1.69 1.69

20.84 22.53Free Hold Land for Mining 25.99 27.43Less: Written off during the year 1.44 1.44

24.55 25.99

TOTAL 45.39 48.52

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Schedule XI: SalesYear ended Year ended

31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs

Cement Sales 23444.90 19336.49Internal Consumption - Cement 242.29 1.74Internal Consumption - Clinker 2902.54 3027.53Income from Power Generation 967.82 756.63(Net of wheeling and banking charges)

TOTAL 27557.55 23122.39

Schedule XII: Other Income

Year ended Year ended31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs

Scrap Sales 54.70 50.51

Interest - Bank deposits 104.80 47.98(TDS Rs.31.07 lacs, Previous year Rs.10.77 lacs)

Other Interest(TDS Rs.1.51 lacs, Previous yearRs.1.74 lacs) 55.61 19.40

Rent 8.85 8.40(TDS Rs.1.95 lacs, Previous year Rs. 1.81 Lacs)Profit on Sale of Investments 66.11 –

Miscellaneous Income 7.24 8.41

TOTAL 297.31 134.70

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Schedule XIII: Manufacturing, Administration, Selling and Other expenses

Year ended Year ended31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

Consumption of Raw MaterialsConsumption of Raw Materials

(Includes Royalty and other levies 4087.69 3732.19

of Rs. 333.60 lacs, previous year

Rs.340.80 lacs)

Consumption of Stores and Spares 578.45 566.09

Power and Fuel

Power 1863.10 1765.06

Coal 2279.19 1954.90

Diesel 48.01 33.374190.30 3753.33

Salaries, Wages and BenefitsSalaries, Wages and Bonus 705.54 444.21

Contribution to Provident and Other funds 70.83 48.20

Workmen and Staff Welfare Expenses 65.60 73.66841.97 566.07

Repairs and MaintenanceBuildings 10.64 17.25

Plant and Machinery 191.58 145.25

Vehicles 15.85 14.39

Others 55.02 35.97273.09 212.86

Carried forward 9971.50 8830.54

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Schedule XIII: Manufacturing, Administration, Selling and Other expenses (Contd..)Year ended Year ended

31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacs

Brought forward 9971.50 8830.54Administration ExpensesTravelling and Conveyance 58.52 42.53Directors' Travelling and Conveyance 10.20 7.70Directors' Foreign Travel 2.59 –Directors' sitting fees 0.42 0.39Printing and Stationery 12.03 19.13Communication Expenses 17.83 14.67Legal and Professional charges 59.53 37.47Insurance 32.29 28.36Auditors' Remuneration 4.60 4.45Staff Recruitment and Training 3.44 3.80Rent 14.04 7.27Rates and Taxes 31.73 18.75Donations 2.55 1.92Sundry Expenses 138.77 131.33

388.54 317.77Selling Expenses

Consumption of Packing Materials 741.24 744.68Advertisement and Publicity 140.92 36.03Freight, Packing and Forwarding charges 2062.11 2431.69Testing and Marking fees 4.10 11.75Commission on Sales 56.63 49.24Other Selling expenses 45.90 37.87

3050.90 3311.26Miscellaneous Expenditure Written Off 3.13 3.13Provision for doubtful debts – 3.60Bad Debts Written Off 11.48 0.12Less: Transfer from Provisions 3.60 –

7.88 0.12TOTAL 13421.95 12466.42

Schedule XIV: Stock VariationYear ended Year ended

31st March, 2008 31st March, 2007

Rs.in lacs Rs.in lacs Rs.in lacs Rs.in lacsWork-in-Process

Opening Stock 61.00 22.56Closing Stock 193.86 61.00

(132.86) (38.44)Finished Goods

Opening Stock 71.10 76.22 Closing Stock 85.29 71.10

(14.19) 5.12

(147.05) (33.32)

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Schedule XV: Notes to the Accounts1. Significant Accounting Policies:

a) System of Accounting:i) Financial Statements are based on historical cost.ii) The Company follows the mercantile system of accounting and recognises income and expenditure

on accrual basis.iii) Investment subsidy not specifically related to any fixed asset is credited to a specific reserve

upon receipt and retained till the requisite conditions are fulfilled. On fulfillment of suchconditions, the same is transferred to Capital Reserve.

b) Fixed Assets:i) All Fixed Assets are stated at their original cost of acquisition / installation less depreciation.ii) Capital Work-in-progress is stated at amount expended up to the date of the Balance Sheet.iii) All the fixed assets are assessed for any indication of impairment at the end of each financial

year. On such indication the impairment loss, being the excess carrying value over the recoverablevalue of the assets, are charged to the profit & loss account in the respective financial years.The impairment loss recognized in the prior years is reversed in cases where the recoverablevalue exceeds the carrying value, upon the reassessment in the subsequent years.

c) Expenditure during construction period:Expenditure during construction period is grouped under "Capital work in progress". Upon commencementof commercial production, the expenditure is allocated to buildings and plant and machinery in theratio of their direct cost.

d) Depreciation:Depreciation on Fixed Assets is provided in accordance with Schedule XIV of the Companies Act, 1956,on Straight Line Method in respect of Buildings, Plant and Machinery, and on Written Down ValueMethod in respect of other Fixed Assets.

e) Miscellaneous Expenditure:Cost of compensatory land transferred to Government of Andhra Pradesh in lieu of forest land divertedfor mining, is amortized over the tenure of the Mining lease.

f) Inventory Valuationi) Raw Materials, Coal, Stores & Spares, and Packing Materials: At Weighted average Costii) Materials in Transit: At Costiii) Work in process : At Weighted Average cost or Net Realisable Value, which ever is lower.iv) Finished goods : At Weighted Average cost or Net Realisable Value, which ever is lower.

Cost comprises of cost of purchase, cost of conversion & other costs incurredin bringing the inventories to the present location & condition.

g) Power Rebate:The Power rebate granted by the Andhra Pradesh State Electricity Board pursuant to GO issued bythe Department of Industries and Commerce is treated as a Capital Receipt.

h) Investments:Investments are stated at cost of acquisition. Diminution in the value of investments other thantemporary meant to be held for a long period of time is recognized.

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i) Internal Consumption:Internal consumption of the Company's products, which are otherwise marketable, is accounted forat transfer price and is included under sales.

j) Transfer price for Inter divisional transfer/consumption:i) Clinker : Supply of Clinker to Slag Division is taken at cost plus statutory levies as applicable.ii) Cement : Internal consumption is taken at cost plus statutory levies as applicable.iii) Power : At cost of purchase from APCPDCL by the division consuming such power

k) Retirement Benefits:

Provident Fund is administered both through Regional Provident Fund Commissioner and also approvedTrust. The Superannuation and Gratuity Funds are administered through the scheme of Life InsuranceCorporation of India. The contributions to the above said funds are charged against revenue. Provisionfor leave encashment is made on the basis of actuarial valuation.

l) Borrowing Costs:

Borrowing costs are recognized as an expense in the period in which they are incurred. Borrowingcosts incurred for acquiring and construction of assets are capitalised as part of the cost of suchassets.

m) Taxation: Provision for income tax is made for both current and deferred taxes. Provision for currentIncome tax is made at current tax rates based on assessable income. Deferred income taxes arerecognized for the future tax consequences attributable to timing differences between the financialstatements carrying amounts of existing assets and liabilities and their respective tax bases. Theeffect on deferred tax assets and liabilities of a change in tax rates is recognized using the tax ratesand tax laws that have been enacted or substantively enacted by the balance sheet date. Deferredtax assets are recognized and carried forward only to the extent that there is a reasonable certaintythat sufficient future taxable income will be available against which such deferred tax assets can berealized.

n). Contingent Liabilities: Contingent liabilities arising from claims, litigation, assessment, fines, penaltiesetc are provided for when it is probable that a liability may be incurred and the amount can bereliably estimated.

2. Contingent Liabilities not provided for:Rs. in Lacs

Current Year Previous Yeara) Claims Against the company not acknowledged as Debts:

Non-agriculture assessment Tax under NALA Act. 1963pending at MRO office Ramgiri for the year 1998-99 4.83 4.83

b) Other monies for which the company is contingently Liable:i) Counter Guarantee 5500.63 84.98ii) Claims for non supply of cement by company's agent

for the year 1995-96 Pending in High Court of AndhraPradesh 5.52 5.52

iii) Claims for difference in prices for the year 1994 - 95filed by Metropolitan Transport Project, Chennai, matterpending with High Court of Chennai 6.83 6.83

Schedule XV: Notes to the Accounts (Contd...)

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c) Income Tax:

i) For the Asst. year 1994-95 towards disallowances ofdebenture issue expenses and exemption u/s 80M ofthe Income Tax Act, 1961. Matter pending in appealbefore the Income Tax Appellate Tribunal, Hyderabad – 2.98

ii) For the Asst Year 97-98 towards disallowances ofdebenture issue expenses and bad debts. Matterpending in appeal before the Income Tax AppellateTribunal, Hyderabad 6.46 6.46

iii) For the Asst Year 2004-05 towards disallowance ofICD written off, taxes paid under protest. Matterpending in Appeal before the Commissioner ofIncome Tax (appeals) – 69.11

d) Sales Tax:i) Regarding sales tax on packing materials in respect of

Asst Year 1993-94 for which the company filed writpetition in the High Court of Andhra Pradesh and obtainedstay on payment of 50% of the disputed demand 11.52 11.52

ii) Regarding sales tax on transfer of clinker from cementdivision to slag division The matter is pending in appealbefore the Sales Tax Tribunal and stay has been obtainedon payment of 50% of the disputed demand.

Assessment Year Rs in lacs

2001 - 02 Rs. 9.30

2005 - 06 Rs. 306.14

315.44 643.24

The Sales Tax Assessments for the years 2002-03,2003-04 and 2004-05 have been completed and suitableadjustments made in books of account.

iii) Regarding sales tax on sale of cement on "G" Formfor which appeal is filed with the Sales TaxAppellate Tribunal.

Assessment Year Rs in lacs

2001-02 22.04 – 22.04

e) Difference in voltage surcharge charged by AP Transcofor the year 1998-99 Rs.24.98 lacs and Rs.84.96 lacs forthe year 1999-2000 for which writ petition filed in theHigh Court of Andhra Pradesh and stay obtained. 109.94 109.94

Schedule XV: Notes to the Accounts (Contd...)

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f) Wheeling charges of Rs.0.45 per unit by APCPDCL for theyear 2004-05 and 2005-06 towards wheeling of energygenerated in the company's Hydel & Wind unit for whichwrit petition filed in the High Court of Andhra Pradesh andstay obtained 221.54 221.54

g) Difference in banked unit for the year 2004-05 and 2005-06with APCPDCL of energy generated in the company's Hydel& Wind unit for which writ petition filed in the High Courtof Andhra Pradesh and stay obtained 10.41 10.41

h) Estimated amount of contracts to be executed on capitalaccount and not provided for (net of advances): 15938.82 3909.29

3. Secured Loans:

A) Term Loans:

i) The Term Loans from Banks are secured by hypothecation of present and future immovable assetsin favour of consortium of banks comprising of State Bank of India, State Bank of Hyderabad,State Bank of Mysore, State Bank of Saurashtra, Andhra bank and Indian Bank ranking pari passucharge except the current assets specifically charged to working capital lenders in respect ofwhich second charge is created.

ii) The Term Loans are further secured by the personal guarantees of Mr M B Raju, Chairman andMs. P Parvathi, Managing Director till the additional mining rights are obtained to the satisfactionof the lenders.

B) Working Capital:

Cash Credit facility with State Bank of India and Andhra Bank is secured by hypothecation of stocksof raw materials, stock in process, finished goods, spares and book debts and second charge on FixedAssets and further secured by the personal guarantees of Mr. M B Raju, Chairman and Ms. P. Parvathi,Managing Director.

4. Unsecured Loans:

The Government of Andhra Pradesh has extended to the company the incentive of:

(a) Sales Tax Deferral Scheme vide their proceedings No. 10/3/2000/0886/ID, dated 6.6.2000, pursuantto which the Sales Tax attributable to the sales effected out of the production from the expansionpertaining to Cement Division from 600 TPD to 900 TPD is deferred (interest free) for a period of14 years from 2000-01 or Rs1631.54 lacs (whichever is earlier) and the Deferred Sales Tax of eachyear is repayable after the expiry of 14 years subject to fulfillment of conditions specified in theproceedings. Based on the Sales Tax returns, the company has availed deferment of Sales Tax duringthe year Rs 257.67 lacs (Previous year Rs. 268.80 lacs) and

(b) Sales tax exemption scheme vide letter No.30/2/2002/0788/1357/FD dated 23.10.2002 issued byCommissionarate of Industries, Hyderabad pertaining to the sales effected out of production from thenew Slag Cement Division which is exempted for a period of 7 years or Rs.3634.94 lacs (whicheveris earlier). With the implementation of VAT w.e.f 01.04.2005 the said exemption has been convertedinto deferment for the balance amount of Rs.745.98 lacs and the balance period has also beendoubled. Accordingly the Company is eligible to avail this deferment amount of Rs.745.98 lacs withina period of 8 years w.e.f 01.04.2005 till 31.03.2013. Based on the Sales Tax returns, the Companyhas not availed deferment during the year 2007 -08 (Previous year Rs.181.41 lacs).

Schedule XV: Notes to the Accounts (Contd...)

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5. The amount of borrowing cost capitalized during the year is Rs.Nil (Previous year Rs. Nil)

6. Names of Small Scale Industrial Undertakings to whom the company owes any sum together with interestoutstanding for more than thirty days: Nil

7. The Company has not received any intimation from ' suppliers ' regarding their status under the Micro, Smalland Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts unpaidas at the year end together with interest paid / payable as required under the said ACT have not beengiven.

8. Employee Benefits:

a) Liability for retiring gratuity as on March 31,2008 is Rs. 119.53 Lacs (31.03.2007 - Rs.96.19 Lacs )of which Rs.67.33 lacs (31.03.06 Rs. 61.17 lacs ) is funded with the Life Insurance Corporation ofIndia and the balance is included in provision for Gratuity and Liability for Gratuity and Cost ofCompensated absences has been actuarially determined and provided for in the books.

b) The details of the Company's post - retirement benefit plans for its employees including whole timedirectors are given below which is certified by the actuary.

Particulars Gratuity Compensated AbsencesRs. in Lacs Rs. in Lacs

Net Assets/(Liability) recognised in thebalance sheet As at 31st March,2008

Present Value of Obligation 119.53

Fair Value of Plan Assets Liability/(Assets) (60.73)

Unrecognised past service Cost NIL

Liability/(Assets) recognised in the Balance Sheet 58.80

Component of Employer's ExpenseCurrent Service CostInterest Cost –Expected Return on Plan Assets –Net Actuarial Gain/(Loss) recognised in the Year –Past Service Cost –Expenses Recognised in the Profit and loss Account –

Movement in the Net Liability recognised in theBalance Sheet

Opening Net Liability as on 1st April, 2007 –Expenses recognised in the Profit and Loss Account. –Payment made to employee on retirement –Closing Net Liability as on 31st March,2008 –

8.30%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation,Seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Schedule XV: Notes to the Accounts (Contd...)

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9. Computation of net profits in accordance with section 349 of the Companies Act,1956 for the purposeof calculating Directors' Commission.

Rs.in lacsCurrent Year Previous Year

Profit before Tax 7311.90 4306.29Add: Directors' Remuneration 295.70 126.56

Loss on Sale of Fixed Assets – –Loss on Sale of Investments – –

295.70 126.567607.60 4432.85

Less:Profit on Sale of Investments 66.11 –Profit on sale of Fixed Assets 1.73 0.65

Profit as per Sec 349 for the year 7539.76 4432.20Commission payable to Managing Director 113.10 44.32Commission payable to Executive Chairman 113.10 44.32Commission payable to Non-wholetimeDirectors limited to 5.00 3.00Total 231.20 91.64

Rs.in lacsCurrent Year Previous Year

10. Directors' Remuneration :a) To Managing Director

Salary 16.80 8.85Accommodation/HRA 11.76 5.31Provident & other funds 4.54 2.39Commission 113.10 44.32Benefits 2.42 3.04Gratuity 0.70 0.37TOTAL 149.32 64.28

b) To Executive ChairmanSalary 18.00 9.45Accommodation/HRA 12.60 4.73Provident & other funds 2.16 1.13Commission 113.10 44.32Benefits 2.51 3.15Gratuity 0.75 0.38TOTAL 149.12 63.16

c) To Non-whole time DirectorsCommission 5.00 3.00

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Schedule XV: Notes to the Accounts (Contd...) Current Year Previous Year

Rs. In Lacs Rs. in Lacs11. Auditors' Remuneration

Audit Fee 2.25 2.25Certification Work 0.15 –Corporate Governance 0.10 0.10Tax Audit Fee 0.50 0.50Reimbursement of Expenses 0.85 0.85Limited Review Fee 0.75 0.75Total 4.60 4.45

12. Additional information pursuant to the provisions of paragraphs 3,4c and 4d of part II of Schedule VIof the Companies Act,1956

Current Year Previous Year

Quantity Rs. In Lacs Quantity Rs. in Lacs(MT) (MT)

a) Turnover :i) Cement Division:

Cement (MT):Sale of Cement 295755 10892.30 296512 9328.32Sale of clinker – – – –Internal Consumption –

Cement 291 4.95 94 1.61Clinker 228732 2902.54 240854 3027.53

13799.81 12357.46ii) Slag Cement Division:

Cement (MT):Sale of Cement 336141 12552.58 329619 10008.17Internal Consumption –

Cement 13963 237.34 8 0.1312789.92 10008.30

iii) Power (KWH) :- Wind (AP) 2914088 89.18 3312700 96.32- Wind (TN) 5679855 158.04 152761 4.12- Hydel 23394837 720.60 25193500 656.19

967.82 756.63Total 27557.55 23122.39

b) Particulars of Raw Materials Consumed (Quantity in MT)i) Limestone 707997 440.31 703170 517.85ii) Laterite 1389 6.64 2694 12.56iii) Iron Ore 10630 116.85 12604 122.35iv) Gypsum 34538 419.36 34598 313.15v) Fly Ash 67307 313.85 48464 210.91vi) Clinker 240263 2331.01 239193 2177.19vii) Slag 56761 459.67 56119 378.18

Total 4087.69 3732.19

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Schedule XV: Notes to the Accounts (Contd...) Current Year Previous Year

Quantity Rs. In Lacs Quantity Rs. in Lacs

c) Capacity, Production, Generation and Stocks:

i) Cement Division (MT)Installed Capacity 297000 297000(As certified by the Management &relied upon by the auditors beinga technical matter)Actual Production 296065 296040Opening Stock 278 4.51 851 12.20Samples and Shortages 7 – 7 –Closing stock 289 7.11 278 4.51

ii) Slag Cement Division (MT)Installed Capacity 500000 500000(As certified by the Management &relied upon by the auditors beinga technical matter)Actual Production 350640 – 329290Opening Stock 3848 66.59 4190 64.02Samples and Shortages 5 – 5 –Closing Stock 4378 78.18 3848 66.59

iii) Wind Power (KWH)Installed Capacity 31554000 18414000(As certified by the Management &relied upon by the auditors being atechnical matter)Actual Generation 8692955 3312700Less: Wheeling/Banking charges 126312 166388Net Generation 8566643 3146312

iv) Hydel Power (KWH) 20740000 20740000Installed Capacity (As certified by theManagement & relied Upon by theauditors being a technical matter)Actual Generation 23852800 25193500Less: Wheeling/Banking charges 694035 2055466Net Generation 23158765 23138034

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Schedule XV: Notes to the Accounts (Contd...)d) Value of Imported, Indigenous Raw Materials, Spare Parts and Packing materials consumed.

Current Year Previous Year

Value % Value %Rs.in Lacs Rs.in Lacs

Raw MaterialsImported – – – –Indigenous 4087.69 100.00 3732.19 100.00

Stores, Spare Parts andPacking Materials

Imported 47.31 3.59 14.27 1.09Indigenous 1272.38 96.41 1296.50 98.91

Current Year Previous Year

Rs.in lacs Rs.in lacs

e) Value of Imports (CIF) Import of Capital goods 34.34 82.25f) Expenditure in Foreign Currencies:

Travel 4.04 –

13. Deferred Tax: The deferred tax Liability as at 31st March, 2008 includes the following:

As at As at31st March, 2008 31st March, 2007

Rs. in Lacs Rs. in Lacsa. Deferred Tax Liability

Related to Depreciation and 1787.79 1562.62amortisation

b. Deferred Tax AssetsDisallowances U/s 43B of IT Act'1961 (15.71) (12.86)

1772.08 1549.76

14. Accounting Standard 18 - Related Party Disclosure.

i) List of related parties with whom transactions have taken place and relationships.

Name of the Related Party Relationship

a) M/s M B Raju, Umesh Shrivastava, DRK Rao, Directors andP. Parvathi, P Venugopal Raju Key Management Personnel

b) Mrs M. Lakshmi Wife of Executive Chairman

ii. Transactions during the year with related parties:S.No. Nature of Transactions Current Year Previous Year

1. Rent paid 1,260,000 472500

Remuneration paid to Directors has been disclosed in Note No.10

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DECCANCEMENTS

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.Ac

coun

ting

Sta

ndar

d 17

:Se

gmen

t Re

port

ing

Rs. i

n La

cs

Ceme

nt P

lant

Slag

Cem

ent

Plan

tHy

del

Powe

rWi

nd P

ower

Subt

otal

Elim

inat

ions

Cons

olid

ated

Tot

al

Curre

ntPre

vious

Curre

ntPre

vious

Curre

ntPre

vious

Curre

ntPre

vious

Curre

ntPre

vious

Curre

ntPre

vious

Curre

ntPre

vious

Year

Year

Year

Year

Year

Year

Year

Year

Year

Year

Year

Year

Year

Year

PRIM

ARY

DISC

LOSU

RES

Exter

nal R

even

ue10

897.

2793

28.32

1278

9.91

1000

8.17

158.

044.1

223

845.

2219

340.6

1–

–23

845.

2219

340.6

1Int

er–seg

ment

Reve

nue

2902

.54

3029

.14–

0.13

720.

6065

6.19

89.1

896

.3237

12.3

237

81.78

–371

2.32

-3781

.78–

–In

terest

& Ot

her I

ncom

e18

4.10

90.01

119.

0810

2.13

0.43

1.32

–30

3.61

193.4

6–

–30

3.61

193.4

6

Total

Reve

nue

1398

3.91

1244

7.47

1290

8.99

1011

0.43

721.

0365

7.51

247.

2210

0.44

2786

1.15

2331

5.85

-371

2.32

-3781

.7824

148.

8319

534.0

7

RESU

LTSe

gmen

t resu

lt29

32.6

815

83.67

3754

.30

2314

.7657

8.00

479.5

610

3.92

6.06

7368

.89

4384

.05–

–73

68.8

843

84.05

Less:

Intere

st ex

pens

es44

.20

28.44

12.7

949

.32–

––

–56

.99

77.76

––

56.9

977

.76Le

ss:In

come

Tax

2271

.35

1213

.96De

ffered

Taxa

tion

222.

3222

2.76

Prior

year

Taxa

tion

9.35

16.71

FBT

12.2

910

.37

Net P

rofit/

Loss

from

ordina

ry ac

tiviti

es28

88.4

715

55.23

3741

.51

2265

.4457

8.00

479.5

610

3.92

6.06

7311

.90

4306

.2925

15.3

1-14

63.80

4796

.58

2842

.49

OTHE

R IN

FORM

ATIO

NSe

gmen

t asse

ts51

25.1

964

78.46

2551

4.96

5659

.0491

6.54

987.3

921

82.1

213

70.15

3373

8.81

1449

5.04

––

3373

8.81

1449

5.04

Unall

ocab

le As

sets

3925

.97

1794

.74Se

gmen

t Liab

ilities

3007

.78

2545

.3215

178.

3714

61.75

80.3

368

.239.

12 7.

2818

275.

6040

82.58

––

1827

5.60

4082

.58Un

alloc

ated C

orpora

teLia

biliti

es–

––

––

––

––

––

-52

60.0

628

78.26

Cost

to ac

quire

Fixe

d–

––

––

–-

––

––

––

– as

sets

Depre

ciatio

n and

233.

7225

1.87

150.

2115

0.15

72.2

672

.3212

7.56

75.32

583.

7454

9.66

––

583.

7554

9.66

amort

isatio

n exp

enses

by bu

siness

segm

ent

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As per our Report attached to the Balance SheetFor M Bhaskara Rao & Co., For and on behalf of the BoardChartered Accountants

V. Raghunandan M B RajuPartner Executive ChairmanMembership No. 26255

C Srinivasan P ParvathiPlace : Hyderabad General Manager (Legal) & Managing DirectorDate : 13th June, 2008 Company Secretary

Schedule XV: Notes to the Accounts (Contd...)Secondary DisclosuresRevenue from external customers by location of The main customer base of Companies Products arecustomers in India only

Carrying amount of Segment Assets by location All manufacturing and power generation units areassets located in the State of Andhra Pradesh, & Tamilnadu.

Cost to acquire tangible and intangible fixed NILassets by location of assets

OTHER DISCLOSURESBasis of pricing inter segment transfers i) Clinker : Supply of Clinker to Slag Division is takenand any change therein at cost plus statutory levies

ii) Cement: Internal consumption is taken at costplus statutory levies

iii) Power : At cost of purchase from APCPDCLby the division consumer

Changes in Segment accounting policies NIL

Types of products and services in each Plant I : Manufacturers of OPC/PPC Cements business segment Plant II : Manufacturers of Slag Cement

Hydel Power: Generation of PowerWind Power : Generation of Power

Composition of each geographical segment All the above Units are situated in the States ofAndhra Pradesh/Tamilnadu.

16. Previous Year's figures have been re-grouped wherever necessary to conform with current year's classification.

17. Additional information pursuant to Provisions of Part IV of Schedule VI of the Companies Act, 1956 isfurnished in Annexure "A".

SIGNATURES TO SCHEDULES 'I' TO 'XV'

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Annexure "A" forming part of Schedule XV:

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILEAS AT 31.3.2008

1. Registration Details:Registration No. : 2500 State Code : 01

2. Capital Raised during the year (Rs.in Thousands) : Nil

3. Position of Mobilisation and Deployment of Funds (Rs.in Thousands)Total Liabilities : 3770972 Total Assets : 3770972Sources of Funds

Paid-Up Capital : 70038 Reserves & Surplus : 1322786Secured Loans : 1436584 Unsecured Loans: : 185800Deferred Tax Liability : 177208

Application of FundsNet Fixed Assets : 2731796 Investments : 590Net Current Assets : 455491 Misc. Expenditure : 4539

4. Performance of Company (Rs. in Thousands) :Turnover : 2122511 Total Expenditure : 1391251

Profit before Tax : 731190 Profit after Tax : 479659

Earning per share in Rs. : 68.49 Dividend Rate % : 30

5. Generic Names of Three Principal Products /Services of Company (as per monetary terms):

a) Item Code No. : 252329(ITC Code)Product Description : CEMENT

b) Item Code No. : Not allotted(ITC Code)Product Description : POWER

c) Item Code No. : 252310zxc(ITC Code)Product Description : CLINKER

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