Mar 31, 2017
Dear Members,
The Directors have pleasure in submitting their twelfth report along with the financial statements of the Company and the highlights of the performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company for the financial year ended March 31, 2017.
Financial Highlights
(RS, Crore)
Particulars |
Standalone |
Consolidated |
||
FY-2016-17 |
FY-2015-16 |
FY - 2016-17 |
FY-2015-16 |
|
Gross Revenue |
222.51 |
204.31 |
8348.10 |
7262.15 |
Less: Excise Duty |
- |
- |
916.44 |
889.55 |
Net Revenue |
222.51 |
204.31 |
7431.66 |
6372.60 |
Profit before interest, depreciation and tax |
121.06 |
87.41 |
2200.66 |
1821.10 |
Less: Interest and Financial Charges |
21.47 |
2.02 |
889.99 |
730.19 |
Profit before depreciation and tax |
99.59 |
85.39 |
1310.67 |
1090.91 |
Less: Depreciation |
5.36 |
4.36 |
602.71 |
580.87 |
Profit before tax |
94.23 |
81.03 |
707.96 |
510.04 |
Provision for current tax |
29.67 |
20.54 |
265.70 |
132.33 |
Provision for deferred tax |
1.19 |
(2.73) |
23.51 |
113.29 |
Prior year tax charge |
- |
0.74 |
(13.06) |
(0.12) |
Profit / (loss) after tax before share of profit in associates |
63.37 |
62.48 |
431.81 |
264.54 |
Less: Share of minority interest |
- |
- |
87.01 |
74.53 |
Profit / (loss) after tax |
63.37 |
62.48 |
344.80 |
190.01 |
Other Comprehensive Income |
(2.46) |
0.49 |
23.22 |
14.65 |
Total Comprehensive Income |
60.91 |
62.97 |
368.02 |
204.66 |
Add: Surplus brought forward |
192.79 |
161.09 |
942.36 |
825.79 |
Add: Amount transferred from debenture redemption reserve |
- |
- |
25.00 |
95.83 |
Add: Provision for dividend Distribution tax written back |
- |
1.64 |
- |
1.64 |
Profit available for appropriation |
253.70 |
225.70 |
1335.38 |
1127.92 |
Surplus carried forward after appropriations |
253.70 |
192.79 |
1153.25 |
942.36 |
Previous financial year figures have been restated as per IND AS.
Operations and Business Performance
The net revenue of the Company for the financial year 2016-17 has increased by 8.90% which is RS,222.51 crore as compared to RS,204.31 crore in financial year 2015-16 and the profit before tax for financial year 2016-17 has increased by 16.29% which is RS,94.23 crore as compared to RS,81.03 Crore in financial year 2015-16.
The performance of the Company along with its subsidiaries, associates and joint venture companies (collectively "the Group") during financial year 2016-17 is a showcase of how cement companies that have invested in the right strategy can grow across industry cycles. The Group has focused on improving all the efficiencies parameter which in turn has helped to improve the margins. The result is that we have been successful in increasing gross revenue of the Group for the financial year 2016-17 by 14.95% which is RS,8348.10 crore as compared to RS,7262.15 crore in financial year 2015-16 and the profit before tax for financial year 2016-17 has increased by 38.80% which is RS,707.96 crore as compared to RS,510.04 crore in financial year 2015-16.
Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during the financial year 2016-2017.
The Company continues to be engaged in the same line of business during the financial year 2016-17. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
Transfer to reserves
The Company proposes to retain the entire earnings in the profit and loss account and not to transfer any amount to the General Reserve.
Dividend
Your Directors have recommended a dividend of H2.20/- (110%) per equity share of face value of H2/- each for the current financial year ended on March 31, 2017 as against dividend of H2/- (100)% per equity share paid in the immediately preceding year. The proposed dividend is based on the financial and non-financial factors prevailing during the year in terms of the Dividend Distribution Policy of the Company.
Credit rating
During the financial year 2016-17, CARE has reaffirmed the rating for long term and the short term facilities at AA- and A1 respectively, signifying the sound financial management and the ability to meet its financial obligations.
Board of Directors, its Committees and their Meetings
During the financial year 2016-17, five Board meetings were held. Reference is invited to the Corporate Governance Report which forms part of this Report, for the details of Board of Directors, its Committees and their meetings.
Directors and Key Managerial Personnel
Mr. Jayesh Doshi, Whole-time Director and Chief Financial Officer, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Jayesh Doshi has given declaration to the effect that he is qualified to be reappointed as a Director of the Company.
The Key Managerial Personnel, namely, Mr. Jai Hari Dalmia, Managing Director, Mr. Y.H. Dalmia, Managing Director, Mr. Jayesh Doshi, Chief Financial Officer and Whole-time Director and Ms. Nidhi Bisaria, Company Secretary continue to hold their respective offices during the current financial year.
The Independent Directors, namely, Mr. N. Gopalaswamy, Mr. V.S. Jain and Mr. P.K. Khaitan have given their respective declaration of independence and have also held a separate meeting wherein they inter alia reviewed the performance of the Non-Independent Directors, Chairman and Board as a whole.
The details of familiarization programmes imparted to the Independent Directors of the Company during the financial year 2016-17 can be accessed at https://www.dalmiabl.com/upload/ Familarisation-Programme-for-ID-2016-17.pdf.
The Nomination and Remuneration Policy of the Company on Director''s appointment and remuneration is attached as Annexure
- 1 and forms part of this Report.
Your Directors have conducted a formal evaluation of its own performance and of the performance of its Committees and that of individual Directors in accordance with norms laid down in the Nomination and Remuneration Policy of the Company and SEBI Guidance Note on Board Evaluation.
Directors'' Responsibility Statement
Your Directors state that:
(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Particulars of Remuneration of Directors'', Key Managerial Personnel and Employees''
The particulars of remuneration to Directors and Key Managerial Personnel and other required particulars are attached as Annexure
- 2 and forms part of this Report.
Further a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits is attached as Annexure - 2A and forms part of this Report.
Employees'' Stock Option Scheme
The Nomination and Remuneration Committee of the Company has granted 10,67,000 stock options, net of lapsed options, to eligible employees of your Company.
During the year, 1,72,500 stock options have vested to eligible employees and the Nomination and Remuneration Committee allotted 1,66,500 equity shares of H2/- each of your Company upon exercise of stock options by the employees.
In terms of the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014, the details of the Stock Options granted under the Scheme are available on your Company''s website viz. www.dalmiabharat.com.
A certificate from the Statutory Auditor on the implementation of your Company''s Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the Members.
Subsidiaries, Associates and Joint Venture Companies
A detailed report on the highlights of performance of each of the Company''s Subsidiaries and joint ventures companies for the financial year ended March 31, 2017 in Form AOC 1 is attached and marked as Annexure - 3 to this report. The contribution of the Company''s Subsidiaries and joint ventures companies to the overall performance of the Company during the period under report is given under the financial highlights above.
The Company has 39 subsidiaries including step down subsidiaries, namely, Dalmia Cement (Bharat) Limited, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, Adwetha Cement Holdings Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri Madhusudana Mines and Properties Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited, Golden Hills Resort Private Limited, Calcom Cement India Limited, Vinay Cement Limited, SCL Cements Limited, RCL Cements Limited, Adhunik Cement Limited, Adhunik MSP Cement (Assam) Limited, Alsthom Industries Limited, Dalmia Bharat Cements Holdings Limited, Shri Rangam Securities & Holdings Limited, JayeVijay Agro Farms Private Limited, Dalmia Cement East Limited, Bangaru Kamakshiamman Agro Farms Private Limited, OCL India Limited, OCL Global Limited, OCL China Limited and Odisha Cement Limited.
During the year under review, Alsthom Industries Limited was incorporated as a step-down subsidiary of the Company w.e.f. December 20, 2016
During the said financial year no company ceased to be a subsidiary of the Company or its Subsidiary.
During the financial year 2016-17, Dalmia Renewables Energy Limited became an associate of Company''s subsidiary, Dalmia Cement (Bharat) Limited w.e.f. February, 2017. Apart from this, the Company''s subsidiary, Dalmia Cement (Bharat) Limited has one joint venture company, Khappa Coal Company Private Limited, and OCL India Limited, the step down subsidiary, has one joint venture company, Radhikapur (West) Coal Mining Private Limited.
Any Member desirous to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Registered Office of the Company during business hours.
The policy for determining material subsidiaries may be accessed at the Company''s website at http://www.dalmiabl.com/upload/ policies/DBL-Material-Subsidiary-Policy.pdf
Schemes of Arrangement and Amalgamation
The following Schemes of Arrangement and Amalgamation, involving the subsidiaries / step down subsidiaries of the Company, their respective shareholders and creditors, as approved by the respective board of directors of said companies, had been filed with jurisdictional High Courts and later transferred to jurisdictional NCLTs:
a) Scheme of Arrangement and Amalgamation involving Company''s step down subsidiaries i.e., OCL India Limited ("OCL"), Odisha Cement Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited and Dalmia Bharat Cement Holdings Limited ("Scheme 1").
b) Scheme of Arrangement and Amalgamation involving Company''s subsidiary Dalmia Cement (Bharat) Limited ("DCBL") and its related parties, DCB Power Ventures Limited, Dalmia Power Limited and Adwetha Cement Holdings Limited ("Scheme 2").
c) Scheme of Arrangement involving DCBL and its subsidiaries i.e., Adhunik Cement Limited and Adhunik MSP Cement (Assam) Limited ("Scheme 3").
All the aforesaid schemes have not come into effect since final sanction of the jurisdictional NCLTs in respect of some of the companies are pending.
Further, the Board of Directors of the Company at their meeting held on November 5, 2016 had approved the scheme of arrangement and amalgamation amongst Odisha Cement Limited, the Company and Dalmia Cement (Bharat) Limited ("Scheme 4"), which is inter alia conditional upon the effectiveness of Schemes 1 and 2. Scheme
4 has been approved by the Stock Exchanges. The said Scheme is expected to be filed before the NCLT, Chennai, having jurisdiction over the Registered Office of the aforesaid companies shortly.
Consolidated Financial Statements
This Annual Report also includes Consolidated Financial Statements for the financial year 2016-17 which have been prepared based on audited Financial Statements of all the subsidiaries including step down subsidiaries of the Company. In this regard attention is invited to note no. 33(B) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2017 which fully explains the matter and replies to the Auditors observation under "Emphasis of Matter".
Corporate Governance Report
Your Directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth for the Company Your Company''s corporate governance practices are driven by strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision-making. The Company''s corporate governance practices have been detailed in the Corporate Governance Report and same is attached together with the Auditors'' certificate thereon and forms part of this Report.
Business Responsibility Report
A separate section on Business Responsibility forms part of this Annual Report.
Extract of Annual Return
The extract of the annual return is attached in Form MGT-9 giving inter-alia details of shareholding pattern, indebtedness, managerial remuneration and forms part of this report as Annexure - 4.
Corporate Social Responsibility (CSR)
Your Directors have constituted a Corporate Social Responsibility Committee responsible to identify, monitor and review corporate social responsibility activities of the Company and provide strategic direction for implementation of the corporate social responsibility policy of the Company which can be accessed on the website of the Company at http://www.dalmiabl.com/upload/policies/DBL-CSR-Policy.pdf.
The Committee decided to expend an amount of RS,0.81 crore on CSR activities covering eradication of extreme hunger and poverty, promotion of education including special education, ensuring environmental sustainability and ecological balance, etc. health, sanitation, education and environment sustainability. Pursuant to the said policy, the Company has made expenses aggregating to RS,0.81 crore towards Corporate Social Responsibility activities during the financial year 2016-17, which is equal to 2% of average net profits of the Company made during three immediately preceding financial years. The Annual Report on CSR activities is attached as Annexure - 5 and forms part of this Report.
The Group as a whole has spent RS,10.16 crore towards Corporate Social Responsibility activities during the said financial year.
Related Party Policy and Transactions
The policy on related party transactions may be accessed at the Company''s website at http://www.dalmiabl.com/upload/policies/ DBL-Related-Party-Policy.pdf
The particulars of material contracts or arrangements with the related parties is attached in Form AOC 2 and forms part of this Report as Annexure - 6.
Risk Management Policy
Your Company has constituted a Risk Management Committee to review the risk management plan / process of your Company and that the Company has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood. The risk assessment is not limited to threat analysis, but also identifies potential opportunities. The Risk Management Committee oversees the risk management process.
Whistle Blower Policy and Vigil Mechanism
The Company has in place the Whistle Blower Policy and Vigil Mechanism with a view to provide for adequate safeguards against victimization of persons who use such mechanism and provide for direct access to the Chairperson of the Audit Committee in appropriate cases.
The policy can be accessed at the website of the Company at http:// www.dalmiabl.com/ upload/ policies/ DBL-Whistle-Blower-Policy-Vigil-Mechanism.pdf.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
No such complaints have been received by the said Committee during the financial year 2016-17.
Loans, Guarantees, Security and Investments
The particulars of investments made and securities/guarantees given by the Company are provided at Note Nos. 5, 8 and 29 read with 30(F) of the notes to accounts to the Standalone Financial Statements of the Company. The details of loans given by the Company are provided at Note Nos. 37 and 38 of the notes to accounts to the Standalone Financial Statements of the Company.
Adequacy of Internal Financial Controls
Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has requisite policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The internal control systems are subjected to regular reviews, self assessments and audits and based on such reviews, we believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
Energy Conservation, Technology Absorption and Foreign Exchange Transactions
The particulars of energy conservation, technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity. The details of foreign exchange earnings and outgo is an under:
(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services, and export plans:
The Company has not undertaken any exports during the year under review.
(b) Total foreign exchange used and earned during the year:
(i) Used: RS,1.63 crore (ii) Earned: RS,nil.
Statutory Auditors
M/s. S.S. Kothari Mehta & Co., were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September 2015 for a period of five years subject to ratification by members of the Company every year. The Board recommends the ratification of their appointment, till the conclusion of the next following Annual General Meeting of the Company.
The Company has obtained from them a certificate to the effect that they are eligible to continue as the Statutory Auditors of the Company and that they comply with the prescribed requirements.
Secretarial Auditor and Their Report
The Board of Directors of the Company appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit. The Report of Secretarial Audit is attached in Form MR 3 and forms part of this Report as Annexure - 7.
Comments on Auditors'' Observations
The Report submitted by the Statutory Auditors on the Standalone Financial Statements of the Company and the Report by the Secretarial Auditor does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on Financial Statements referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any comments and explanation.
During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act.
Public Deposits
The Company has not accepted any deposits from public till date.
Orders passed by Regulators
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
Acknowledgement
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board
P. K. Khaitan
Place: New Delhi Chairman
Dated: May 10, 2017 DIN-0004821
Mar 31, 2016
The Directors have pleasure in submitting the Annual Report and Audited
Financial Statements of the Company for the year ended 31st March,
2016.
FINANCIAL RESULTS
(Rs,Crore)
Particulars Standalone Consolidated
FY-16 FY-15 FY-16 FY-15
Net Revenue 204.31 175.30 6437.95 3514.12
Profit before interest,
depreciation and tax
(EBITDA) 90.84 40.78 1742.82 695.85
Less: Interest and
Financial Charges 1.70 0.31 725.64 434.38
Profit before
depreciation and
tax (PBDT) 89.14 40.47 1017.18 261.47
Less: Depreciation 2.94 3.66 452.76 271.58
Profit/(loss) before
exceptional item and tax 86.20 36.81 564.42 (10.11)
Exceptional Items - - - (6.12)
Profit/(loss) before tax 86.20 36.81 564.42 (16.23)
Provision for current tax 20.54 11.82 132.36 13.36
Provision for deferred tax (0.63) (0.39) 166.84 35.92
Prior year tax charge 074 028 (0.12) (2.42)
Profit /(loss) after tax
before share of profit in
associates 65.55 25.10 265.34 (63.09)
Add: Share of profit in
associates - - - 48.53
Less: Share of minority
interest - - 74.53 (17.61)
Profit/(loss) after tax 65.55 25.10 190.81 3.05
Add: Surplus brought
forward 77.83 70.19 58.50 292.91
Add: Amount transferred
from debenture redemption
reserve - - 95.83 32.50
Add: Provision for
dividend Distribution
tax written back 1.64 - 1.64 -
Less: Depreciation on
account of change in
useful life of assets as - 0.22 - 5.13
per Companies Act, 2013
Profit available for
appropriation 145.02 95.07 346.78 323.33
Appropriations:
Debenture Redemption
Reserve - - 130.20 113.96
General Reserve - 2.51 - 122.51
Reserve fund as per RBI - 0.28 - -
Proposed Dividend/Interim
Dividend 17.76 12.18 23.53 19.32
Dividend Distribution
tax thereon 0.42 2.55 5.05 7.18
Distribution tax on
dividend from Associates - - - 1.86
Balance carried forward 126.84 77.83 187.72 58.50
145.02 95.07 346.78 323.33
OPERATIONS AND BUSINESS PERFORMANCE
Please refer to the Chapter on Management Discussion and Analysis for a
detailed analysis of the performance of the Company during the
financial year2015-16.
DIVIDEND
Your Directors had distributed an Interim Dividend of 100% per share
amounting to Rs,2.00 per equity share of face value of Rs,2/- each in
March, 2016 to those Shareholders holding shares on 23-3-2016.
Your Directors have decided not to recommend any final dividend and to
treat the interim dividend paid as the final dividend for the financial
year 2015-16.
CHANGES IN BUSINESS
There have been no changes in business carried on by the Company during
the year.
CORPORATE GOVERNANCE REPORT
The Company''s corporate governance practices have been detailed in a
separate Chapter and is attached separately to this Report together
with the Auditor''s certificate thereon.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The report on the financial position of the Company''s Subsidiaries for
the year ended 31st March 2016 in Form AOC 1 is attached and marked as
Annexure -1 to this report.
The Company has 38 subsidiaries including step down subsidiaries,
namely, Dalmia Cement (Bharat) Limited, Dalmia Power Limited, DCB Power
Ventures Limited, Kanika Investment Limited, Adwetha Cement Holdings
Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz.,
Ishita Properties Limited, Shri Rangam Properties Limited, Geetee
Estates Limited, D. I. Properties Limited, Hemshila Properties Limited,
Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers &
Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya
Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri
Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and
Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri
Madhusudana Mines and Properties Limited, Cosmos Cements Limited,
Sutnga Mines Private Limited, Rajputana Properties Private Limited,
Golden Hills Resort Private Limited, Calcom Cement India Limited, Vinay
Cement Limited, SCL Cements Limited, RCL Cements Limited, Adhunik
Cement Limited, Adhunik MSP Cement (Assam) Limited, Dalmia Bharat
Cements Holdings Limited, Shri Rangam Securities & Holdings Limited,
JayeVijay Agro Farms Private Limited, Dalmia Cement East Limited,
Bangaru Kamakshiamman Agro Farms Private Limited, OCL India Limited,
OCL Global Limited, OCL China Limited and Odisha Cement Limited.
During the year under review, Bangaru Kamakshiamman Agro Farms Private
Limited and Adwetha Cement Holdings Limited became subsidiaries of the
Company w.e.f. 29th April, 2015 and 2nd March, 2016 respectively.
During the said financial year no company ceased to be a subsidiary of
the Company or its Subsidiary.
Apart from this, the Company''s Subsidiary Dalmia Cement (Bharat)
Limited has one joint venture company, Khappa Coal Company Private
Limited, and OCL India Limited, the step down subsidiary, has one joint
venture company Radhikapur (West) Coal Mining Private Limited.
Any Member desirous to inspect the detailed Annual Reports of any of
the aforementioned subsidiaries may inspect the same at the Registered
Office of the Company during business hours. The same are also posted
on the Company''s website www.dalmiabl.com.
The policy for determining material subsidiaries may be accessed at the
Company''s website at http://www.dalmiabl.com/upload/
policies/DBL-Material-Subsidiary-Policy.pdf During the year under
review, two Schemes of Arrangement and Amalgamation, involving the
following subsidiaries / step down subsidiaries of the Company, their
respective shareholders and creditors, have been approved by the
respective board of directors of said companies:
(i) Scheme No.l amongst OCL India Limited, Dalmia Cement East Limited,
Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements
Holdings Limited and Odisha Cement Limited;
(ii) Scheme No. 2 amongst Adwetha Cement Holdings Limited, DCB
Power Ventures Limited, Dalmia Power Limited and Dalmia Cement (Bharat)
Limited.
The said Schemes are expected to be filed before the respective High
Courts having jurisdiction over the Registered Office of the aforesaid
companies shortly.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with Section 129(3) of the Companies Act, 2013 and the
Accounting Standard 21 on Consolidated Financial Statements, this
Annual Report also includes Consolidated Financial Statements for the
financial year 2015-16.
The revised Consolidated Financial Statements attached with this report
have been prepared based on audited Financial Statements of all the
subsidiaries including sub-subsidiaries of the Company. In this regard
attention is invited to note No. 32B and note No. 62 of the
Consolidated Financial Statements of the Company for the year ended
31st March, 2016 which fully explains the matter and replies to the
Auditors observation under "Emphasis of Matter".
EXTRACT OF ANNUAL RETURN
In compliance with sub-section (3) of section 92 of the Companies Act
2013, the extract of the Annual Return is attached in FormMGT- 9 and
forms part of this report as Annexure - 2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Independent Directors namely, Mr. N. Gopalaswamy, Mr. V.S.Jain and
Mr. P.K. Khaitan have given theirdecla ration of independence in terms
of section 149 of the Companies Act, 2013. During the year two meetings
of the Independent Directors excluding all other Directors and
Officials of the Company were held as mandated by the provisions of
Rule 8 of Schedule IV to the Companies Act, 2013 wherein they apprised
the performance of the Executive Directors.
The details of familiarisation programmes imparted to the Independent
Directors of the Company during the financial year 2015-16 can be
accessed at the website of the Company at
https://www.dalmiabl.com/upload/Familiarisation-Programme-for-
ID-2015-16.pdf.
Mr. Gautam Dalmia, Director, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re- appointment.
Mr. Gautam Dalmia has given his declaration in terms of Section 164(2)
of the Companies Act, 2013 to the effect that he is not disqualified
from being reappointed as a Director of the Company.
The term of Key Managerial Persons, namely, Mr. Jai H. Dalmia and Mr.
Y.H. Dalmia, Managing Directors, expired on 31-3-2016 and 10-2-2016
respectively. Mr. Y.H. Dalmia has been re-appointed as Managing
Director w.e.f. 11-2-2016 for a further period of three years and Mr.
Jai H. Dalmia has been re-appointed as Managing Director w.e.f.
1-4-2016 for a further period of three years. Their appointments are
subject to the approval of shareholders at the ensuing Annual General
Meeting. The Company has received Notices from the respective
individual Directors as required under section 160(1) of the Companies
Act, 2013, proposing their names for appointment as Managing Directors
of the Company. Mr. Y.H. Dalmia and Mr. Jai H. Dalmia have given their
declaration in terms of Section 164(2) of the Companies Act, 2013 to
the effect that they are not disqualified from being appointed as
Managing Directors of the Company. Other Key Managerial Persons,
namely, Mr. Jayesh Doshi, Group CFO and Whole-time Director and Ms.
Nidhi Bisaria, Company Secretary continue to hold their respective
offices during the year under review.
The Nomination and Remuneration Policy of the Company on Director''s
appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of the Directors and
other matters provided in section 178(3) of the Companies Act, 2013 has
been approved by the Board of Directors on the recommendation of the
Nomination and Remuneration Committee. The Nomination and Remuneration
Policy is attached as Annexure - 3 to this Report.
The Board of Directors have conducted a formal evaluation of its own
performance and of the performance of its Committees and individual
Directors in accordance with norms laid down in the Nomination and
Remuneration Policy aforesaid.
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
Reference is invited to the attached Corporate Governance Report for
the details thereof.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has constituted the CSR Committee which has approved the
CSR Policy. The Committee decided to expend an amount of Rs,0.88 crore on
CSR activities covering eradication of extreme hunger and poverty,
promotion of education including special education, ensuring
environmental sustainability and ecological balance, etc. health,
sanitation, education and environment sustainability. Pursuant to the
said policy, the Company has made expenses aggregating to Rs,0.88 crore
towards Corporate Social Responsibility during the Financial Year
2015-16, which is more than 2% of average net profits of the Company
made during three immediately preceding financial years.
The CSR policy is available on the website of the Company at https://
www.dalmiabl.com/upload/policies/DBL-CSR-Policy.pdf The Annual Report
on CSR activities, in terms of Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules 2014, is attached as Annexure-4 and
forms part of this Report.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame and monitor the Risk Management Plan of the Company.
The Committee is responsible for identifying critical risks, framing
Risk Management Plan and reviewing effectiveness of implementation of
Risk Management Plan on ongoing basis. The purpose of Risk Management
Plan is not to eliminate the risks inherent to the business but to
proactively address such risks. Major risks have been identified and
actions to address them are underway.
RELATED PARTY POLICY AND TRANSACTIONS
The policy on related party transactions may be accessed at the
Company''s website at http://www.dalmiabl.com/upload/policies/
DBL-Related-Party-Policy.pdf
The particulars of material contracts or arrangements with the related
parties referred to in section 188(1) of the Companies Act, 2013 is
attached in Form AOC 2 and forms part of this Report as Annexure-5.
INVESTMENTS, LOANS AND GUARANTEES
The particulars of investments made and securities/guarantees given by
the Company are furnished in Note Nos. 11 and 26 of the Standalone
Financial Statements of the Company. The details of loans given by the
Company are furnished in Note Nos. 40 and 41 of the Standalone
Financial Statements of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company (with its inherent
weaknesses), work performed by the internal, statutory and secretarial
auditors and external consultants specially appointed for this purpose,
including audit of internal financial controls over financial reporting
by the statutory auditors, and the reviews performed by management and
the relevant Board committees, including the audit committee, the Board
is of the opinion that the Company''s internal financial controls were
adequate and effective during the period ended on 31st March, 2016.
WHISTLEBLOWERPOLICYANDVIGILMECHANISM
The Company has in place the Whistle Blower Policy and Vigil Mechanism
with a view to provide for adequate safeguards against victimisation of
persons who use such mechanism and provide for direct access to the
Chairperson of the Audit Committee in appropriate cases.
The policy can be accessed at the website of the Company at
https://www.dalmiabl.com/ upload/ policies/ DBL-Whistle-Blower-
Policy-Vigil-Mechanism.pdf
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of the provisions of Section 134(3)(c) read with section
134(5) of the Companies Act, 2013 your Directors state that:
(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed along with proper explanation
relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
EMPLOYEES''STOCK OPTION SCHEME
The Human Resource Department and the Nomination and Remuneration
Committee of the Board of Directors of the Company administer the
Employees ''Stock Option Scheme of the Company in accordance with the
applicable SEBI Guidelines.
The disclosure as on 31st March 2016 (cumulative disclosure) as
stipulated under the SEBI Guidelines with regard to the Employees''
Stock Option Scheme is provided as Annexure - 6 to this Report.
STATUTORY AUDITORS
M/s. S.S. Kothari Mehta & Co., were appointed as the Statutory Auditors
of the Company at the Annual General Meeting held on 30th September
2015 for a period of five years in accordance with the provisions of
section 139 of the Companies Act, 2013 subject to ratification by
members of the Company every year. The Board recommends the
ratification of their appointment, till the conclusion of the next
following Annual General Meeting of the Company.
The Company has obtained from them a certificate to the effect that
they are eligible to continue as the Statutory Auditors of the Company
and that they comply with the requirements prescribed in Section 141 of
the Companies Act, 2013.
SECRETARIAL AUDITOR AND REPORTTHEREON
The Board of Directors of the Company appointed Mr. R.
Venkata subramanian, Practising Company Secretary, as the Secretarial
Auditor to conduct the Secretarial Audit in terms of section 204 of the
Companies Act, 2013. The Report of Secretarial Audit is attached in
Form MR 3 and forms part of this Report as Annexure- 7.
COMMENTS ON AUDITORS''OBSERVATIONS
The Reports submitted by the Secretarial Auditors and Statutory
Auditors on the Standalone Financial Statements of the Company do not
contain any qualification, reservation or adverse remark.
LISTING OF SHARES
The Company''s shares continue to remain listed on the National Stock
Exchange and Bombay Stock Exchange and the listing fees for the
financial year 2016-17 has been paid to the said Exchanges.
UNCLAIMED SUSPENSE ACCOUNT
In terms of Regulation 39(4) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Company has opened the demat
account.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
TRANSACTIONS
The particulars of energy conservation, technology absorption are not
applicable to the Company as it is not engaged in any manufacturing
activity. A statement giving details of Foreign Exchange transactions,
in accordance with the Companies (Accounts) Rules, 2014, forms a part
of this report as Annexure-8.
PARTICULARS OF DIRECTORS''AND EMPLOYEES'' REMUNERATION
The particulars of remuneration to Directors and Key Managerial
Personnel and other particulars in terms of Section 197(12) read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure - 9 to this Report.
A statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in Annexure - 10 to this Report.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the printed copy of the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such information may write
to the Company Secretary and the same will be furnished on request. The
full Annual Report including the aforesaid information is being sent
electronically to all those members who have registered their email
addresses and is also available on the Company''s website.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public till date.
ORDERS PASSED BY REGULATORS
No order has been passed by the regulators or courts or tribunals
impacting the status of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
No such complaints have been received by the said Committee during the
financial year 2015-16.
OTHER REPORTABLE MATTERS
The Statutory Auditors have not reported any fraud to the Audit
Committee or the Board of Directors of the Company during the year
under review.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
excellent cooperation received from all employees and stakeholders of
the Company.
For and on behalf of the Board
Place: New Delhi Jayesh Doshi Y.H. Dalmia
Dated: 17th August, 2016 Whole-time Managing
Directors Group CFO Director
(DIN No. 00017963) (DIN No.00009800)
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting the Annual Report and Audited
Statements of Account of the Company for the year ended March 31, 2014.
Financial Results
(Rs. Crore)
2013-14 2012-13
Net Revenue 229.73 190.60
Profit before interest, depreciation 66.04 53.38
and tax (EBITDA)
Less: Interest and Financial Charges 0.36 0.11
Profit before depreciation and tax 65.69 53.27
(PBDT)
Less: Depreciation 2.34 1.65
Profit before tax (PBT) 63.34 51.62
Provision for current tax 13.75 9.78
Provision for deferred tax (0.15) 0.34
Prior year tax charge - 0.17
MAT credit charge/(entitlement) - -
Profit after tax (PAT) 49.74 41.33
Add: (i) Surplus brought forward 44.45 22.55
(ii) Provision for dividend distribution - 1.91
tax written back
Profit available for appropriation 94.19 65.79
Appropriations:
General Reserve 5.00 4.35
Proposed Dividend 16.24 16.24
Dividend Distribution tax thereon 2.76 0.75
(net of tax credit of Rs. Nil (Rs. 2.01 crores)
on dividend from Subsidiary)
Balance carried forward 70.19 44.45
94.19 65.79
Dividend
Your Directors have decided to recommend a final dividend amounting to Rs.
2/- per equity share of Rs. 2/- each as against a dividend of Rs. 2/- per
equity share paid in the immediately preceding year.
Operations And Business Performance
Please refer to the Chapter on Management Discussion and Analysis for a
detailed analysis of the performance of the Company during the year
2013-14.
The Company has decided to discontinue the refractory business of the
Company with efect from 1st April, 2014.
Corporate Governance
The Company''s corporate governance practices have been detailed in a
separate Chapter and is annexed to and forms part of this Report. The
Auditors certifcate on the compliance of Corporate Governance Code
embodied in Clause 49 of the Listing Agreement is also attached as
annexure and forms part of this Report.
Listing Of Shares
The Company''s shares continue to remain listed on the Madras Stock
Exchange, National Stock Exchange and Bombay Stock Exchange and the
listing fees for the year 2014-15 has been paid to the said Exchanges.
Industrial Relations
The industrial relations during the year under review remained
harmonious and cordial. The Directors wish to place on record their
appreciation for the excellent cooperation received from all employees
at various units of the Company.
Employees'' Particulars
The statement giving particulars of employees who were in receipt of
remuneration in excess of the limits prescribed under Section 217(2A)
of the Companies Act, 1956 read with the Rules and Notifcations made
thereunder, is annexed. However, in terms of the proviso (b)(iv) to
Section 219(1) of the Companies Act, 1956 the Report and Accounts are
being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining copy of the same may write to the Company
Secretary at the Registered Ofce.
Energy Conservation, Technology Absorption And Foreign Exchange
Transactions
A statement giving details of Foreign Exchange transactions, in
accordance with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988, forms a part of this report as
Annexure  A. As the Company is getting its goods manufactured on job
work basis, the details regarding Conservation of Energy, Technology
Absorption are not applicable and are thus not furnished.
Subsidiaries
The Annual Report of Dalmia Cement (Bharat) Limited is attached.
The Central Government vide Notifcation No. 5/12/2007 Â CL III, dated
8-2-2011 has given a general exemption to all Companies in terms of
Section 212(8) of the Companies Act, 1956 from attaching the Annual
Reports of its Subsidiaries. Accordingly, the Directors'' Report and
audited accounts of the Company''s other Subsidiaries, Dalmia Power
Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the
Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties
Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I.
Properties Limited, Hemshila Properties Limited, Arjuna Brokers &
Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia
Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited,
Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals
Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama
Mines and Properties Limited, Sri Madhusudhana Mines and Properties
Limited, Cosmos Cements Limited, Sutnga Mines Private Limited,
Rajputana Properties Private Limited, Golden Hills Resort Private
Limited, Calcom Cement India Limited, Vinay Cement Limited, SCL Cements
Limited, RCL Cements Limited, Adhunik Cement Limited and Adhunik MSP
Cement (Assam) Limited for the year ended 31st March 2014 are not being
enclosed with this Annual Report.
During the year Dalmia Cement Ventures Limited was amalgamated with its
parent company Dalmia Cement (Bharat) Limited, vide orders of Hon''ble
Madras High Court dated 13th November, 2013.
Dalmia Cement (Bharat) Limited foated two new subsidiaries in the month
of March, 2014 The frst accounting year of the said subsidiary
companies will end on 31-3-2015 in accordance with the provisions of
section 2(41) of the Companies Act, 2013 and the Balance Sheet for the
year ended 31-3-2014 are therefore not been prepared. However
appropriate entries with regard to the investment in those companies by
Dalmia Cement (Bharat) Limited is refected in the consolidated financial
statements of the Company.
Any Member desiring to inspect the detailed Annual Reports of any of
the aforementioned subsidiaries may inspect the same at the Head Ofce
of the Company and that of the subsidiaries concerned. In event a
Member desires to obtain a copy of the Annual Report of any of the
aforementioned subsidiaries, he may write to the Registered Ofce of the
Company specifying the name of the subsidiary whose Annual Report is
required. The Company shall supply a copy of such Annual Report to such
Member. The Annual Report of the aforementioned Subsidiaries are
available at the Company''s website www.dalmiabl.com.
A statement, as required under section 212 of the Companies Act, 1956,
of the Company''s interest in its subsidiaries and step down
subsidiaries is attached.
Fixed Deposits
The Company has not accepted any fixed deposits from public till date.
Directors
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
Independent Directors namely, Mr. N. Gopalaswamy, Mr. V.S. Jain and Mr.
P.K. Khaitan have given their declaration of independence. All the
three Independent Directors are to be appointed at the ensuing Annual
General Meeting as Independent Directors for a term of five years in
terms of section 149 of the Companies Act, 2013.
Mr. Gautam Dalmia, Director, retires by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment.
The said Independent Directors and Mr. Gautam Dalmia have given their
respective declarations in Form DIR-8 in terms of Section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and
Qualifcation of Directors) Rules, 2014.
Shareholdings in the Company by its Directors as at 31-3-2014, are as
under:
Name of the Director No. of Shares of Rs. 2/- each held
Mr. Jai H. Dalmia 16,35,010
Mr. Y.H. Dalmia Nil
Mr. Gautam Dalmia 10,73,308
Mr. Puneet Yadu Dalmia Nil
Mr. N. Gopalaswamy Nil
Mr. P.K. Khaitan Nil
Mr. V.S. Jain Nil
Mr. Asanka Rodrigo Nil
Consolidated Financial Statements
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2013-14.
CEO/CFO Report On Accounts
As required under clause 49 of the Listing Agreement, the CEO/ CFO''s
Report on the Accounts is attached.
Directors'' Responsibility Statement
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors declare that:
(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and no departures have been
made there from;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of afairs
of the Company at the end of the financial year and of the profit of the
Company for that period;
(c) the Directors had taken proper and sufcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
(d) the Directors had prepared the annual accounts on a going concern
basis.
Auditors
M/s. S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They have been the Statutory Auditors of the Company since the
financials year 2010-11 and are entitled to continue as Auditors for a
further period of six years in terms of section 139(2)(b) of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules
2014. The Directors have decided to appoint them for a period of one
year so as to complete the frst terms of five years.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained from them a certifcate to the efect that their
re-appointment, if made, would be in accordance with the conditions as
prescribed in Rule 4 of Companies (Audit and Auditors) Rules, 2014 and
satisfy the criteria mentioned in Section 141 of the Companies Act,
2013.
General
The above Directors'' Report has been prepared as per guidelines given
in the General Circular No. 8/2014 dated 4th April 2014.
For and on behalf of the Board
New Delhi ( P. K. Khaitan)
Dated: May 15, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in submitting the Annual Report and Audited
Statements of Account of the Company for the year ended 31st March,
2013.
Financial Results
(Rs. Crore)
FY - 13 Fy - 12
Net Revenue 190.60 156.79
Profit before interest,
depreciation and 53.38 43.30
tax (EBITDA)
Less: Interest and Financial Charges 0.11 0.31
Profit before depreciation and tax 53.27 42.99
(PBDT)
Less: Depreciation 1.65 1.30
Profit before tax (PBT) 51.62 41.69
Provision for current tax 9.78 9.16
Provision for deferred tax 0.34 (0.28)
Prior year tax charge 0.17 0.27
MAT credit charge/(entitlement) 0.14
Profit after tax (PAT) 41.33 32.40
Add: (i) Surplus brought forward 22.55 7.55
(ii) Provision, for dividend 1.91
distribution tax written back
Profit available for appropriation 65.79 39.95
Appropriations: General Reserve 4.35 3.25
Proposed Dividend 16.24 12.17
Dividend Distribution tax thereon (net 0.75 1.98
of tax credit of Rs.2.01
crore (Rs. Nil) on
dividend from Subsidiary)
Balance carried forward 44.45 22.55
65.79 39.95
Dividend
Your Directors have decided to recommend a final dividend amounting to
Rs.2/- per equity share of Rs.2/- each as against a dividend of Rs.1.50 per
equity share paid in the immediately preceding year.
Change in Name of the Company
So as to reflect the group and brand identity, the name of the Company
has been changed from Dalmia Bharat Enterprises Limited to Dalmia
Bharat Limited and the Company has obtained a Fresh Certificate of
Incorporation Consequent upon the Change in Name dated 1st November,
2012 issued by the Deputy Registrar of Companies, Tamil Nadu.
Operations and Business Performance Please refer to the chapter on
Management Discussion and Analysis for a detailed analysis of the
performance of the Company during 2012-13.
Corporate Governance
The Company''s corporate governance practices have been detailed in a
separate Chapter and is annexed to and forms part of this Report. The
Auditors certificate on the compliance of Corporate Governance Code
embodied in Clause 49 of the Listing Agreement is also attached as
annexure and forms part of this Report.
Listing of Shares
The Company''s shares continue to remain listed on the Madras Stock
Exchange, National Stock Exchange and Bombay Stock Exchange and the
listing fees for the year 2013-14 has been paid to the said Exchanges.
Industrial Relations
The industrial relations during the year under review remained
harmonious and cordial. The Directors wish to place on record their
appreciation for the excellent cooperation received from all employees
at various units of the Company.
Employees'' Particulars
The statement giving particulars of employees who were in receipt of
remuneration in excess of the limits prescribed under Section 217(2A)
of the Companies Act, 1956 read with the Rules and Notifications made
thereunder, is annexed. However, in terms of the proviso (b)(iv) to
Section 219(1) of the Companies Act, 1956 the Report and Accounts are
being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining copy of the same may write to the Company
Secretary at the Registered Office.
Energy Conservation, Technology Absorption and Foreign Exchange
Transactions
A statement giving details of Foreign Exchange transactions, in
accordance with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988, forms a part of this report as
Annexure - A. As the Company is getting its goods manufactured on job
work basis, the details regarding Conservation of Energy, Technology
Absorption are not applicable and are thus not furnished.
Subsidiaries
The Annual Report of Dalmia Cement (Bharat) Limited is attached.
The Central Government vide Notification No. 5/12/2007 - CL III, dated
8-2-2011 has given a general exemption to all Companies in terms of
Section 212(8) of the Companies Act, 1956 from attaching the Annual
Reports of its Subsidiaries. Accordingly, the Directors'' Report and
audited accounts of the Company''s other Subsidiaries, Dalmia Power
Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the
Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties
Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I.
Properties Limited, Hemshila Properties Limited, Arjuna Brokers &
Minerals Limited,
Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals &
Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri
Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals
Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama
Mines and Properties Limited, Sri Madhusudhana Mines and Properties
Limited, Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga
Mines Private Limited, Rajputana Properties Private Limited, Golden
Hills Resort Private Limited, Calcom Cement India Limited, Vinay Cement
Limited, SCL Cements Limited, RCL Cements Limited, Adhunik Cement
Limited and Adhunik MSP Cement (Assam) Limited for the year ended 31st
March 2013 are not being enclosed with this Annual Report. Any Member
desiring to inspect the detailed Annual Reports of any of the said
subsidiaries may inspect the same at the Head Office of the Company and
that of the subsidiaries concerned. In event a Member desires to
obtain a copy of the Annual Report of any of the aforementioned
subsidiaries, he may write to the Registered Office of the Company
specifying the name of the subsidiary whose Annual Report is required.
The Company shall supply a copy of such Annual Report to such Member.
The Annual Report of the aforementioned Subsidiaries are available at
the Company''s website www.dalmiabel.com.
A statement, as required under section 212 of the Companies Act, 1956,
of the Company''s interest in its subsidiaries and step down
subsidiaries is attached.
Fixed Deposits
The Company has not accepted any fixed deposits from public till date.
Directors
Mr. Bharat Anand and Mr. Donald M. Peck resigned from the Directorship
of the Company on 18-8-2012 and 14-1-2013 respectively. Your Directors
place on record their appreciation for the valuable services rendered
by each of them during their tenure on the Board.
Mr. Asanka Rodrigo was co-opted as a Nominee Director on the Board of
Directors of the Company in the Meeting held on 6-2-2013. He holds
office till the conclusion of the ensuing Annual General Meeting. The
Company has received a Notice from a Shareholder together with
requisite deposit as required under the provisions of section 257 of
the Companies Act, 1956 to the effect that he intends to propose the
name of Mr. Asanka Rodrigo for being appointed as a Director of the
Company.
Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia, Directors, retire by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment.
Shareholdings in the Company by its Directors as at 31 -3-2013, are as
under:
Name of the Director No. of Shares of Rs.2/- each held
Mr. Jai H. Dalmia 16,35,010
Mr. Y.H. Dalmia 7,51,880
Mr. Gautam Dalmia 10,73,308
Mr. Puneet Yadu Dalmia 15,00,655
Mr. N. Gopalaswamy Nil
Mr. P.K. Khaitan Nil
Mr. V.S. Jain Nil
Mr. Asanka Rodrigo Nil
Consolidated Financial Statements In compliance with the Accounting
Standard 21 on Consolidated Financial Statements, this Annual Report
also includes Consolidated Financial Statements for the financial year
2012-13.
CEO/CFO Report on Accounts
As required under clause 49 of the Listing Agreement, the CEO/CFO''s
Report on the Accounts is attached.
Directors'' Responsibility Statement
In terms of the provisions of Section 217(2AA) of the
Companies Act, 1956 your Directors declare that:
(a) - in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and no departures have been
made there from;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
(d) the Directors had prepared the annual accounts on a going concern
basis.
Auditors
M/s. S.S. Kothari Mehta & Co., Chartered Accountants the Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. As required under Section
224 of the Companies Act, 1956, the Company has obtained from them a
certificate to the effect that their re-appointment, if made, would be
in conformity with the limits prescribed in the said Section.
For and on behalf of the Board
New Delhi P.K. Khaitan
Dated: 30th May, 2013 Chairman
Mar 31, 2012
The Directors' have pleasure in submitting the Annual Report and
Audited Statements of Account of the Company for the year ended March
31, 2012.
FINANCIAL RESULTS
(Rs.in Crore)
FY12 FY11
Net Sales Turnover 156.79 134.56
Profit before interest, depreciation 43.30 30.25
and tax (EBITDA)
Less: Interest and Financial Charges 1.30 1.44
Profit before depreciation and tax 42.00 28.81
(PBDT)
Less: Depreciation 0.31 0.21
Profit before tax (PBT) 41.69 28.60
Provision for current tax 9.16 7.41
Provision for deferred tax (0.28) (0.11)
Prior year tax charge 0.27 -
MAT credit charge/(entitlement) 0.14 (0.14)
Profit after tax (PAT) 32.40 21.44
Add: (i) Surplus brought forward 7.55 0.10
Profit available for appropriation 39.95 21.54
APPROPRIATIONs:
General Reserve 3.25 2.20
Proposed Dividend 12.17 10.15
Dividend Distribution tax thereon 1.97 1.64
Balance carried forward 22.56 7.55
39.95 21.54
DIVIDEND
Your Directors have decided to recommend a maiden final dividend
amounting to Rs.1.50 per equity share of Rs.2/- each as against a dividend
of Rs.1.25 per equity share paid in the immediately preceding year.
OPERATIONS AND BUSINESS PERFORMANCE
Please refer to the chapter on Management Discussion and Analysis for a
detailed analysis of the performance of the Company during 2011-12.
CORPORATE GOVERNANCE
The Company's corporate governance practices have been detailed in a
separate chapter and is annexed to and forms part of this Report. The
Auditors certificate on the compliance of Corporate Governance Code
embodied in Clause 49 of the Listing Agreement is also attached as
annexure and forms part of this Report.
listing of shares
The Company's shares are listed on the Madras Stock Exchange,
National Stock Exchange and Bombay Stock
Exchange and the listing fees for the year 2012-13 has been paid.
INDUSTRIAL RELATIONS
The industrial relations during the year under review remained
harmonious and cordial. The Directors wish to place on record their
appreciation for the excellent cooperation received from all employees
at various units of the Company.
EMPLOYEES' PARTICULARS
The statement giving particulars of employees who were in receipt of
remuneration in excess of the limits prescribed under Section 217(2A)
of the Companies Act, 1956 read with the Rules and Notifications made
there under, is annexed. However, in terms of the proviso (b)(iv) to
Section 219(1) of the Companies Act, 1956 the Report and Accounts are
being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining copy of the same may write to the Company
Secretary at the Registered Office.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
TRANSACTIONS
A statement giving details of Foreign Exchange transactions, in
accordance with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988, forms a part of this report as
Annexure - A. As the Company is getting its goods manufactured on job
work basis, the details regarding Conservation of Energy, Technology
Absorption are not applicable and are thus not furnished.
SUBSIDIARIES
The Annual Report of Dalmia Cement (Bharat) Limited is attached.
The Central Government vide Notification No. 5/12/2007 - CL III, dated
February 8, 2011 has given a general exemption to all Companies in
terms of Section 212(8) of the Companies Act, 1956 from attaching the
Annual Reports of its Subsidiaries. Accordingly, the Directors'
Report and audited accounts of the Company's Subsidiaries, Dalmia
Power Limited, DCB Power Ventures Limited, Kanika Investment Limited,
and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita
Properties Limited, Shri Rangam Properties Limited, Geetee Estates
Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna
Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings
Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines &
Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri
Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and
Minerals Limited, Sri Trivikrama Mines and Properties Limited,
Sri Madhusudhana Mines and Properties Limited, Dalmia Cement Ventures
Limited, Cosmos Cements Limited, Sutnga Mines Private Limited,
Rajputana Properties Private Limited and Golden Hills Resort Private
Limited for the year ended March 31, 2012 are not being enclosed with
this Annual Report. Any Member desiring to inspect the detailed Annual
Reports of any of the aforementioned subsidiaries may inspect the same
at the Head Office of the Company and that of the subsidiaries
concerned. In event a Member desires to obtain a copy of the Annual
Report of any of the aforementioned subsidiaries, he may write to the
Registered Office of the Company specifying the name of the subsidiary
whose Annual Report is required. The Company shall supply a copy of
such Annual Report to such Member. The Annual Report of the
aforementioned Subsidiaries are available at the Company's website
www.dalmiabharatenterprises.com.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public till date.
DIRECTORS
Mr. V. S. Jain was co-opted as Additional Director on the Board of
Directors of the Company in the Meeting held on November 7, 2011. He
holds office till the conclusion of the ensuing Annual General Meeting.
The Company has received a Notice from a Shareholder together with
requisite deposit as required under the provisions of section 257 of
the Companies Act, 1956 to the effect that he intends to propose the
name of Mr. V. S. Jain for being appointed as a Director of the
Company.
Mr. Asanka Rodrigo ceased as Alternate Director to act in place of Mr.
Donald M. Peck on November 7, 2011.
Mr. Donald M. Peck and Mr. Bharat Anand, Directors, retire by rotation
at the ensuing Annual General Meeting and are eligible for
re-appointment.
Shareholdings in the Company by its Directors as at March 31, 2012, are
as under:
Name of the
Director No. of Shares of Rs.2/- each held
Shri Jai H. Dalmia 16,35,010
Shri Y H. Dalmia 7,51,880
Shri Gautam Dalmia 7,51,990
Shri Puneet Yadu Dalmia 7,42,055
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2011-12.
CEO/CFO REPORT ON ACCOUNTS
As required under clause 49 of the Listing Agreement, the CEO/CFO's
Report on the Accounts is attached.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors declare that:
(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and no departures have been
made there from;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
(d) the Directors had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. S. S. Kothari Mehta & Co., Chartered Accountants the Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. As required under Section
224 of the Companies Act, 1956, the Company has obtained from them a
certificate to the effect that their re-appointment, if made, would be
in conformity with the limits prescribed in the said Section.
For and on behalf of the Board
Place : New Delhi P. K. Khaitan
Dated : May 18, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors have pleasure in submitting the Annual Report and Audited
Statements of Account of the Company for the yearended March 31,2011.
FINANCIAL RESULTS
(Rs in Million)
FY -11 FY -10
Net Sales Turnover 1346 -
Profit before interest, depreciation
and tax (EBITDA) 301 1
Less: Interest and Financial Charges 1 -
Profit before depreciation and
tax (PBDT) 300 1
Less: Depreciation 14 -
Profit before tax (PBT) 286 1
Provision for current tax 73 -
Provision for deferred tax (1) -
Profit after tax (PAT) 214 1
Add: (i) Surplus brought forward 1 -
Profit available for appropriation 215 1
APPROPRIATIONS:
General Reserve 22 -
Proposed Dividend 102 -
Dividend Distribution tax thereon 16 -
Balance carried forward 75 1
215 1
The results for the year under review are not comparable with that of
the earlier previous year on account of implementation of the Scheme
ofArrangement,detailed herein below.
DIVIDEND
Your Directors have decided to recommend a maiden final dividend
amounting to f. 25 per equity share of the face value of Rs2/-each.
SCHEME OF ARRANGEMENT
The Scheme of Arrangement between Dalmia Bharat Sugar and Industries
Limited (formerly known as Dalmia Cement (Bharat) Limited, the Company,
Dalmia Cement (Bharat) Limited (formerly known as Avnija Properties
Limited) and DCB Power Ventures Limited, which was approved by the
Madras High Court by its Order dated July 29, 2010 was made effective
on September 01, 2010. In accordance with the said Scheme of
Arrangement, the refractory business carried out in the name and style
of Dalmia Refractories stood transferred and vested in the Company with
effect from the appointed date, viz., April 01, 2010. The cement
business got vested in a subsidiary, Dalmia Cement (Bharat) Limited,
and the power business comprising of captive thermal power plants
installed at the cement units got vested in its ultimate subsidiary,
DCB Power Ventures Limited. The results for the year ended March
31,2011 are, therefore, not strictly comparable with that of the
immediately preceding year.
SHARE CAPITAL AND LISTING OF SHARES
In terms of the aforesaid Scheme of Arrangement, the Company issued and
allotted 8,09,39,303 Equity Shares of X2I- each in the capital of the
Company to those Shareholders of Dalmia Bharat Sugarand Industries
Limited holding shares on the record date, i.e. September 27,2010,
fixed bythe Board of Directors forthis purpose.
The Equity Shares of the Company now stand listed on the Bombay Stock
Exchange, National Stock Exchange and Madras Stock Exchange.
Consequent upon the issue of shares, the Company ceased to be a wholly
owned subsidiary of Dalmia Bharat Sugar and Industries Limited.
OPERATIONS AND BUSINESS PERFORMANCE
Please refer to the chapter on Management Discussion and Analysis for a
detailed analysis of the performance of the Company during 2010-11.
CORPORATE GOVERNANCE
The Company's corporate governance practices have been detailed in a
separate chapter and is annexed to and forms part of this Report. The
Auditors certificate on the compliance of Corporate Governance Code
embodied in Clause 49 of the Listing Agreement is also attached as
annexure and forms part of this Report.
LISTING OF SHARES
The Company's shares are listed on the Madras Stock Exchange,
National Stock Exchange and Bombay Stock Exchange.
INDUSTRIAL RELATIONS
The industrial relations during the year under review remained
harmonious and cordial.The Directors wish to place on record their
appreciation for the excellent cooperation received from all
employeesat various units of the Company.
EMPLOYEES'PARTICULARS
The statement giving particulars of employees who were in receipt of
remuneration in excess of the limits prescribed under Section 217(2A)
of the Companies Act, 1956 read with the Rules and Notifications made
thereunder, is annexed. However, in terms of the proviso (b)(iv) to
Section 219(1) of the Companies Act, 1956 the Report and Accounts are
being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining copy of the same may write to the Company
Secretary at the Registered Office.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGETRANSACTIONS
A statement giving details of Foreign Exchange transactions, in
accordance with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988, forms a part of this report as
Annexure - A. As the Company is getting its goods manufactured on job
work basis, the details regarding Conservation of Energy,Technology
Absorption are not applicable andarethus not furnished.
SUBSIDIARIES
The Annual Repo rtofDalmiaCement (Bharat) Limited it attached.
The Central Government vide Notification No. 5/12/2007 - CL III, dated
February 08, 2011 has exempted all Companies in terms of Section 212(8)
of the Companies Act, 1956 from attaching the Annual Reports of its
Subsidiaries. Accordingly, the Directors' Report and audited accounts
of the Company's Subsidiaries, Dalmia Power Limited, DCB Power Ventures
Limited, Kanika Investment Limited, and the Subsidiaries of Dalmia
Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam
Properties Limited, Geetee Estates Limited, D. I. Properties Limited,
Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri
Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties
Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines
& Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri
Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and
Properties Limited, Sri Madhusudhana Mines and Properties Limited,
Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga Mines
Private Limited, Rajputana Properties Private Limited and Golden Hills
Resort Private Limited for the year ended March 31, 2011 are not being
enclosed with this Annual Report. Any Member desiring to inspect the
detailed Annual Reports of any of the aforementioned subsidiaries may
inspect the same at the Head Office of the Company and that of the
subsidiaries concerned. In event a Member desires to obtain a copy of
the Annual Report of any of the aforementioned subsidiaries, he may
write to the Registered Office of the Company specifying the name of
the subsidiary whose Annual Report is required. The Company shall
supply a copy of such Annual Report to such Member. The Annual Report
of the aforementioned Subsidiaries are available at the Company's
websitewww.dalmiabharat.com.
FIXED DEPOSITS
The Company has not accepted any fixed deposits from public till date.
DIRECTORS
Mr. Bharat Anand and Mr. Donald M. Peck were co-opted as Additional
Directors on the Board of Directors of the Company in the Meeting held
on OctoberOI ,2010.
Mr. Jai Hari Dalmia, Mr. Yadu Hari Dalmia, Mr. Gautam Dalmia, Mr.
Puneet Yadu Dalmia, and Mr. P. K. Khaitan were appointed as Directors
of the Company in the Meeting held on February 11, 2011. The
appointment of Mr. Yadu Hari Dalmia as Managing Director with effect
from the said date and the appointment of Mr. Jai Hari Dalmia as
Managing Director of the Company effective April 01,2011 were also
approved by the Board in the said Meeting.
Mr. B. B. Mehta and Mr. Rajesh Kumar Ghai, Directors, ceased to hold
office on February 12, 2011 and February 18, 2011, respectively, owing
to their resignations. The Board places on record its appreciation for
the valuable contribution made by them during theirtenure on the Board.
Mr. Asanka Rodrigo was appointed as an Alternate Director to act in
place of Mr. Donald M. Peckin the Meeting held on May 26,2011.
Mr. N. Gopalaswamy, Director, retires by rotation at the ensuing Annual
General Meeting.
The other Directors, namely, Mr. Bharat Anand, Mr. Donald M. Peck, Mr.
Gautam Dalmia, Mr. Puneet Yadu Dalmia and Mr. P. K. Khaitan hold office
till the conclusion of the ensuing Annual General Meeting. The Company
has received Notices from a Shareholder together with requisite deposit
as required under the provisions of section 257 of the Companies Act,
1956 to the effect that he intends to propose the name of the said
persons for being appointed as a DirectoroftheCompany.
Shareholdings in the Company by its Directors as at March 31, 2011, are
as under:
Name of the Director No. of Shares of Rs2 each held
Mr. Jai H. Dalmia 1,635,010
Mr. YH. Dalmia 751,880
Mr. Gautam Dalmia 751,990
Mr. Puneet Yadu Dalmia 742,055
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements forthefinancialyear2010-11.
CEO/CFOREPORTON ACCOUNTS
As required under clause 49 of the Listing Agreement, the CEO/CFO's
Report on the Accounts is attached.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956your Directors declare that:
(a) in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and no departures have been
made there from;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and ofthe profit of
theCompanyforthat period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions ofthe Act for safeguarding the assets ofthe Company and for
preventing and detecting frauds and other irregularities;and
(d) the Directors had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. S. S. Kothari Mehta &Co., Chartered Accountants the Auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. As required under Section
224 of the Companies Act, 1956, the Company has obtained from them a
certificate to the effect that their re- appointment, if made, would be
in conformity with the limits prescribed in thesaid Section.
For and on behalf of the Board
Place: New Delhi N.Gopalaswamy Y.H.Dalmia
Dated: May26,2011 Director Managing Director