Tumuluru & Co.Company Secretaries

'Anasuya'C-66, Durgabai Deshmukh ColonyAhobil Mutt RoadHyderabad - 500007- IndiaMobile:09391 087255/098493 84829Te1.040- 27428094127427083Email: mrtumuluruk@gmail.com

tkm_hyderabad@yahoo.co.in

Tumuluru Krishna MurtyB.Com.B.L.,F.C.A.,F.C.S.Secretary, Brooke Bond Limited (Retired)

29/09/2014

The ChairmanDeccan Cements Limited"Deccan Chambers"6-3-666/B, SornajigudaHyderabad - 500 082

Scrutinizer's Consolidated Report pursuant to Sections 108 and 109 of the Companies Act,2013 and Rules 20 and 21 of the Companies (Management and Administration) Rules 2014-e-Voting and physical ballot - Annual General Meeting dated 29th September, 2014.

1. I, Tumuluru Krishna Murty, Practising Company Secretary, have been appointed as theScrutinizer by the Board of Directors of Deccan Cements Limited.

2. The Company's Mangement is responsible for ensuring the compliance with the requirementsof the Companies Act, 2013 and Rules relating to e-voting and voting on physical ballot onthe resolutions contained in the Notice dated 8th August, 2014 to shareholders of theCompany.

3. As a Scrutinizer, e-voting and physical ballot process is restricted to make a Scrutinizer'sreport of the votes cast in " favour" or "against" the resolutions based on the e-voting and thephysical ballot voting by shareholders of the Company

4. The E-voting process commenced from 09.00 am on 22nd September, 2014 and ended at06.00 p.m. on 24th September, 2014. Karvy Computershare Private Limited, the Registrarsand Share Transfer Agents of the Company, the authorised agency to provide E-votingfacility, have been appointed to provide e-voting facility for the 34th Annual General Meetingof the Company.

•5. Pursuant to Rule 20 (xi) the Companies (Management and Administration) Rules 2014, after

the conclusion of the e-Voting at 06.00 p.m., on 24th September, 2014, I have unblocked thevotes in the presence of two witnesses who are not the employees of the Company to makemy report on the votes cast in favour or against, if any. The report thereon has since been .submitted to the Chairman of the company. The results of the e-voting are enclosed inAnnexure I.

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6. At the Annual General Meeting held on 29th September, 2014, the Chairman has provided theopportunity, to the shareholders who were present at the meeting and had not exercised theirvote on e-voting, to vote through physical ballot. .

7. 261 members attended the Annual General Meeting, out of which, 17 members/proxies haveexercised their vote through physical ballot.

8. Pursuant to Rule 21, physical ballot was conducted at the Annual General Meeting. The ballotpapers have been scrutinized and the report in respect of votes cast in "favour" or "against" asper Form MGT 13 is enclosed as per Annexure II.

9. I am now submitting my Consolidated Report on the votes cast through the e-voting andphysical ballot as per the Annexure III.

(Tumuluru Krishna Murty)

TUMUllJRU KRISHNA MU~'Secretary In Whol/llit'lH! PUIf t

FCS 142. CP 1293TUMUlURU & CoCompany Secretirios

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Annexure -I

Deccan Cements Limited

Annexure to the Scrutinizer's Report

Resolution Resolution Description Mode Ballots Favour Against Invalid/Abstainreceived Ballots Votes % to total Ballots Votes % to total Ballots Votes

votes votes1 To receive, consider and adopt the Audited BalanceSheet Electronic 17 17 2988256 100 a a a a a

as at March 31, 2014 and the Statement of Profit & lossfor the year ended on that date together with theReports of Director's and Auditor's thereon.

2 To declare dividend on equity shares Electronic 17 17 2988256 100 a a 0 0 03 To appoint a Director in place of Mr V P Venugopal Raju Electronic 17 17 2988i56 '100 a a a 0 0

(DIN: 00016548) who retires by rotation and beingeligible offers himself for re-appointment.

4 To appoint auditors and fix their remuneration and in this Electronic 17 17 2988256 100 a a a 0 0regard to consider and if thought fit to pass with orwithout modification(s) the following resolution as anOrdinary Resolution - to appoint M Bhaskara Rao & Co,Chartered Accountants from the conclusion of thisAnnual General Meeting to the conclusion of 37th AnnualGeneral Meeting to be held in the year 2017 and at suchremuneration as may be fixed by the Board of Directors.

5 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as an OrdinaryResolution - to appoint of Mr Umesh Shrivastava as anIndependent Director of the Company for a period of 5years w.e.f. 29.9.2014.

6 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 a a 0 a 0modification (s) the following resolution as an OrdinaryResolution - to appoint of Dr. SA Daveas an IndependentDirector of the Company for a period of 5 years w.e.f.29.9.2014.

7 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as an OrdinaryResolution - to appoint of Mr J Narayanamurty as anIndependent Director of the Company for a period of 5years w.e.f. 29.9.2014.

8 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as.an Ordinary~Resolu~, ~nt of Mr K P Singh as anIndep :•.•.'~:.kJ ter the Company for a period of 5

~ !lA; ~year - . 29.9.20 c

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9 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as an OrdinaryResolution - to ratify and confirm the appointment &remuneration payable to Mis. Aruna Prasad & Co, CostAccountants.

10 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a SpecialResolution - relating to borrowing powers.

11 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a SpecialResolution - relating to the powers to the Board tocreate such charges, mortgages and hypothecations oncompany properties in respect of borrowings.

12 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a SpecialResolution - relating to payment of remuneration to non-executive Directors.

13 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a SpecialResolution - for making the office of Mr M B Raju,Executive Chairman liable to retire by rotation andapprove the remuneration payable to him w.eJ. 1st April,2014 up to 31st March, 2017.

14 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a SpecialResolution - approving the remuneration payable to Ms PParvathi Managing Director w.eJ. 1st April, 2014 up to31st March, 2017.

FORM No. MGT-13

Report of Scrutinizer(s)

(Pursuant to Section 109 of the Companies Act, 2013 and rule 21(2) of theCompanies (Management and Administration) Rules,2014)

The ChairmanDeccanCements Limited"Deccan Chambers"6-3-666/B, SomajigudaHyderabad - 500 082

34th Annual General Meeting of the Equity shareholders of Deccan CementsLimited was held on zs" September, 2014 at 10.00 AM at BhaskaraAuditorium, Birla Museum, Adarsh Nagar, Hyderabad - 500063.

Dear Sir

I, Tumuluru Krishna Murthy, the Practising Company Secretary, "Anasuya",C-66, Durgabai Deshmukh Colony, Ahobil Mutt Road, Hyderabad - 500 007appointed as Scrutinizer for the purpose of the poll taken on the belowmentioned resolutions, at the Annual General Meeting of the Equityshareholders of Deccan Cements Limited held on 29th September, 2014 at10.00 AM at Bhaskara Auditorium, Birla Museum, Adarsh Nagar, Hyderabad-500 063, submit my report as under:

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1. After the time fixed for closing of the poll by the Chairman, ONE ballot boxkept for polling were locked in my presence with due identification marksplaced by me.

2. The locked ballot box was subsequently opened in my presence and pollpapers were diligently scrutinized. The poll papers were reconciled with therecords maintained by the Company / Registrar and Transfer Agents of theCompany and the authorizations / proxies lodged with the Company.

3. I did not find any ballot papers invalid .

..... ~'- . .'

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4. The result of the poll is as under:

(a) Resolution No.1To receive, consider and adopt the Audited Balance Sheet as at March 311

2014 and the Statement of Profit & Loss for the year ended on that datetogether with the Reports of Director's and Auditor's thereon.

(i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

(ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(b) Resolution No.2To declare dividend on equity shares

• i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 .c; ':i:~~~, 948588 100/;>. "".,

..... -; ..".•..

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(c) Resolution No.3To appoint a Director in place of Mr V P Venugopal Raju (DIN: 00016548)who retires by rotation and being eligible offers himself for re-appointment.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

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Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

• iii) Invalid votes:

Total number of members (in Total Number ofperson or by proxy) whose votes cast by themvotes were declared invalid- _, ,. _. ., ~- ~...

NIL~/"", \ . , ' -"',\ NIL.l -'/ "

,It' :.''"d\i; ,; ;\ t/' • I~ "

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(d) Resolution No.4To appoint auditors and fix their remuneration and in this regard toconsider and if thought fit to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution - to appoint M BhaskaraRao & Co, Chartered Accountants from the conclusion of this AnnualGeneral Meeting to the conclusion of 3ih Annual General Meeting to beheld in the year 2017 and at such remuneration as may be fixed by theBoard of Directors.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(e) Resolution No.5To consider and, if thought fit to pass with or without modification (s) thefollowing resolution as an Ordinary Resolution - to appoint of Mr Umesh

Shrivastava as an Independent Director of the Company for a period of 5

years w.e.f. 29.9.2014. ;f;~~-':~-'~~-:~~'<~I;~;// .r \.~\\\D~~.)

~. ~~~. --~-.:-'{~\~1

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i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(f) Resolution No.6To consider and, if thought fit to pass with or without modification (s) thefollowing resolution as an Ordinary Resolution - to appoint of Dr. SA Daveas an lndependent Director of the Company for a period of 5 years w.eJ.29.9.2014.

i) Voted in favour of the resolution:

- Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100•

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ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(g) Resolution No.7

To consider and, if thought fit to pass with or without modification (s) thefollowing resolution as an Ordinary Resolution - to appoint of Mr JNarayanamurty as an Independent Director of the Company for a period of5 years w.eJ. 29.9.2014.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

•Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(h) Resolution No.8To consider and, if thought fit to pass with or without modification (s) thefollowing resolution as an Ordinary Resolution - to appoint of Mr K PSinghas an Independent Director of the Company for a period of 5 years w.e.f.29.9.2014.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii)lnvalid votes:

•Total number of members Total Number of votes

(in person or by proxy) cast by themwhose votes weredeclared invalid

NIL NIL

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(i) Resolution No.9To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as an Ordinary Resolution - to ratify and confirm theappointment & remuneration payable to Mis. Aruna Prasad & Co, CostAccountants.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(j) Resolution No. 10

-To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as a Special Resolution - relating to borrowing

powers.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(k) Resolution No. 11To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as a Special Resolution - relating to the powers to theBoard to create such charges, mortgages and hypothecations on companyproperties in respect of borrowings.

i) Voted in favour of the resolution:

• Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

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ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(I) Resolution No. 12To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as a Special Resolution - relating to payment ofremuneration to non-executive Directors.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

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•

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

(m) Resolution No. 13To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as a Special Resolution - for making the office of MrM B Raju, Executive Chairman liable to retire by rotation and approve theremuneration payable to him w.e.f. 1st April, 2014 up to 31st March, 2017.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL~-

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(n) Resolution No. 14To consider and, if thought fit to pass with or without modification (s), thefollowing resolution as a Special Resolution - approving the remunerationpayable to Ms P Parvathi Managing Director w.e.f. 1st April, 2014 up to 31st

March, 2017.

i) Voted in favour of the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes cast17 948588 100

ii) Voted against the resolution:

Number of members Number of votes cast by % of totalpresent and voting them number of valid

(in person or by proxy) votes castNIL NIL NIL

iii) Invalid votes:

Total number of members Total Number of votes(in person or by proxy) cast by them

whose votes weredeclared invalid

NIL NIL

5. A Compact Disc (CD) containing a list of equity shareholders who voted"FOR", "AGAINST" and those whose votes were declared invalid for eachresolution is enclosed. -

6. The Poll papers and all other relevant records were sealed and handed overto the Company Secretary authorized by the Board for safe keeping.

Thanking you

c2 Yours faithfully

~d~TUMULURU KRISHNAMURty

B.com, B.L, FCA, FCSTUMULURU & Co

Company Secretaries"ANASUYA"

C-666, DURGABHAI DESHMUKH COLONYAHOBIL MUD ROAD, HYDERABAD - 500 007TELEPHONES040 - 27428904, 040-27427803

MOBILES: 098493 84829/09391087255EMAIL: mrtumuluruk@gmail.com

tkm hyderabad@yahoo.co.in

TUMU~JJ RU KRISHNA MURr.Secr~ti!ry i~ Whofctime PrJ( r:

FCS 142. CP 1293TUrWLURlJ & CO .r:olllpany Secretaries

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Annexure - III

Deccan Cements Limited

Annexure to the Scrutinizer's Report

Resolution Resolution Description Mode Ballots Favour Against Invalid/Abstainreceived Ballot Votes %to total Ballot Votes % to total Ballots Votes

votes votes1 To receive, consider and adopt the Audited BalanceSheet Electronic 17 17 2988256 100 0 0 0 0 0

as at March 31, 2014 and the Statement of Profit & Loss Physical 17 17 '948588 100 0 0 0 0 0for the year ended on that date together with the Total 34 34 3936844 100 0 0 0 0 0Reports of Director's and Auditor's thereon.

2 To declare dividend on equity shares Electronic 17 17 2988256 100 0 0 0 0 0Physical 17 17 948588 100 0 0 0 0 0Total 34 34 3936844 100 0 0 0 0 0

3 To appoint a Director in place of Mr V P Venugopal Raju Electronic 17 17 2988256 100 0 0 0 0 0(DIN: 00016548) who retires by rotation and being Physical 17 17 948588 100 0 0 0 0 0eligible offers himself for re-appointment. Total 34 34 3936844 100 0 0 0 0 0

4 To appoint auditors and fix their remuneration and in this Electronic 17 17 2988256 100 0 0 0 0 0regard to consider and if thought fit to pass with or Physical 17 17 948588 100 0 0 0 0 0without modification(s) the following resolution as an Total 34 34 3936844 100 0 0 0 0 0Ordinary Resolution - to appoint M Bhaskara Rao & Co,Chartered Accountants from the conclusion of thisAnnual General Meeting to the conclusion of 37th AnnualGeneral Meeting to be held in the year 2017 and at suchremuneration as may be fixed by the Board of Directors.

5 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as an Ordinary Physical 17 17 948588 100 0 0 0 0 0Resolution - to appoint of Mr Umesh Shrivastava as an Total 34 34 3936844 100 0 0 0 0 0Independent Director of the Company for a period of 5years w.e.f. 29.9.2014.

6 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as an Ordinary Physical 17 17 948588 100 0 0 0 0 0Resolution - to appoint of Dr. S A Dave as an Total 34 34 3936844 100 0 0 0 0 0Independent Director of the Company for a period of 5years w.e.f. 29.9.2014.

7 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s) the following resolution as an Ordinary Physical 17 17 948588 100 0 0 0 0 0Resolution - to appoint of Mr J Narayanamurty as an Total 34 34 3936844 100 0 0 0 0 0Independent Director of the Company for a period of 5years w.e.f. 29.9.2014.

~ To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0V-~-:,,-,j/ ,:<~'):<~odification (s) the following resolution as an Ordinary Physical 17 17 948588 100 0 0 0 0 0

.Resolution - to appoint of Mr K P Singh as an Total 34 34 3936844 100 0 0 0 0 0.. t'ndependent Director of the Company for a period of 5cwy • j'

, '

...

•years w.e.f. 29.9.2014.

9 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as an Ordinary Physical 17 17 948588 100 0 0 0 0 0 .Resolution - to ratify and confirm the appointment & Total 34 34 3936844 100 0 0 0 0 0remuneration payable to Mis. Aruna Prasad & Co, CostAccountants.

10 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a Special Physical 17 17 948588 100 0 0 0 0 0Resolution - relating to borrowing powers. Total 34 34 3936844 100

11 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s], the following resolution as a Special Physical 17 17 948588 100 0 0 0 0 0Resolution - relating to the powers to the Board to Total 34 34 3936844 100 0 0 0 0 0create such charges, mortgages and hypothecations oncompany properties in respect of borrowings.

12 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a Special Physical 17 17 948588 100 0 0 0 0 0Resolution - relating to payment of remuneration to Total 34 34 3936844 100 a a 0 0 0non-executive Directors.

13 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a Special Physical 17 17 948588 100 0 0 0 0 0Resolution - for making the office of Mr M B Raju, Total 34 34 3936844 100 0 0 0 0 0Executive Chairman liable to retire by rotation andapprove the remuneration payable to him w.e.f. 1st April,2014 up to 31st March, 2017.

14 To consider and, if thought fit to pass with or without Electronic 17 17 2988256 100 0 0 0 0 0modification (s), the following resolution as a Special Physical 17 17 948588 100 0 a 0 0 0Resolution - approving the remuneration payable to Ms Total 34 34 3936844 100 0 0 0 0 0P Parvathi Managing Director w.e.f. Ist April, 2014 up to31st March, 2017.

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