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|Director||ASHWINI KUMAR DALMIA|
|Director||GANESH WAMANRAO JIRKUNTWAR|
Dalmia Bharat Ltd. is a public company domiciled and incorporate in India. The Companys state-of-the art plants are spread across 13 locations, servicing the growing cement appetite of 22 States. It is a responsible custodian of manufacturing assets, operating at 72% capacity utilisation in FY19. The Company had 30 subsidiaries and 2 joint venture companies as on March 31, 2019.The Board of Directors of the Company had, at its meeting held on March 28, 2016, approved the Scheme of Arrangement and Amalgamation amongst the Company, OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited and Dalmia Bharat Cements Holdings Limited and their respective shareholders and creditors. The Scheme 1 involves the following: (a) Slump Sale of Rail, Power & Solid Waste Management System Undertakings of OCL India Limited (the holding company) to the Company as a going concern, together with all its properties, assets, liabilities, rights, benefits and interest therein, without assigning value to individual assets and liabilities. (b) Amalgamation of residual of OCL India Limited with the Company. (c) Slump Sale of Rail & Solid Waste Management System Undertakings of Dalmia Cement East Limited to the Company as a going concern, together with all its properties, assets, liabilities, rights, benefits and interest therein, without assigning value to individual assets and liabilities; (d) Amalgamation of (i) residual Dalmia Cement East Limited, (ii) Dalmia Bharat Cements Holdings Limited and (iii) Shri Rangam Securities & Holdings Limited with the Company; and (e) Change in name of the Company to OCL India Limited. The Scheme 1 has also been consented to by the shareholders of the Company and approved by various authorities and by the shareholders of other companies involved in the Scheme 1 as per the provisions of law. The proceedings with respect to Scheme 1 are pending before jurisdictional National Company Law Tribunal Bench(s) for their sanction.The Board of Directors of the Company had, at its meeting held on November 05, 2016, also approved the Scheme of Arrangement and Amalgamation amongst the Company, Dalmia Bharat Limited and Dalmia Cement (Bharat) Limited (Scheme 2). The Scheme 2 involves the following: a) The reduction and reorganization of authorized, issued, subscribed and paid-up share capital of the Company; b) Amalgamation of Dalmia Bharat Limited with the Company and reduction of the entire issued, subscribed and paid-up share capital of the Company held by Dalmia Cement (Bharat) Limited and corresponding reduction of the securities premium account of Dalmia Cement (Bharat) Limited; and c) The transfer and vesting of Transferred Undertaking (as defined in the Scheme 2) of the Company (post the Amalgamation of Dalmia Bharat Limited with the Company), to Dalmia Cement (Bharat) Limited by way of Slump Exchange. Scheme 2 is inter alia conditional upon the effectiveness of the Scheme 1, subject to approval of shareholders, creditors and other applicable regulatory authorities.The registered office of the Company has been shifted from the State of Odisha to the State of Tamil Nadu under the Jurisdiction of the Registrar of Companies, Chennai with effect from September 02, 2016.Pursuant to the Schemes of Arrangement and Amalgamation, the Company had, on October 27, 2018, issued and allotted 5,69,00,220 equity shares of Rs.10/- each to the shareholders of erstwhile OCL India Limited and the Company got listed and started trading on BSE Limited and National Stock Exchange of India Limited with effect from December 21, 2018. Out of said 5,69,00,220 equity shares, 2,65,428 equity shares were allotted to the Investor Education and Protection Fund and the dividend accrued on the said shares amounting to 74,51,227.67 (@ Rs.1.70 per share declared by the Company at its Annual General Meeting held on December 31,2018) has also been transferred to Investor Education and Protection Fund. Further Pursuant to the Scheme, the share capital of the Company was then reduced on January 09, 2019 to 1,44,20,947 equity shares of Rs.2/- each by reduction of face value of shares from Rs.10/- each to Rs.2/- each and cancellation of cross holding of Dalmia Cement (Bharat) Limited. The said Shares of the Company post reduction got listed and trading commenced with effect from January 22, 2019. Further, on January 09, 2019 the Company had issued and allotted 17,83,06,606 equity shares of Rs.2/- each to the shareholders of erstwhile Dalmia Bharat Limited and the same got listed and trading commenced with effect from January 25, 2019.The name of the Company has been changed from Odisha Cement Limited to Dalmia Bharat Limited with effect from April 15, 2019.During the financial year 2018-19, the Companys material subsidiary, namely Dalmia Cement (Bharat) Limited (DCBL), has given a bank guarantee of Rs.50 Crore to the Resolution Professional appointed for revival of Murli Industries Limited (MIL) as per the Resolution Plan filed pursuant to the provisions of Insolvency and Bankruptcy Code and recommended by the Committee of Creditors to the National Company Law Tribunal, Mumbai Bench for its approval. Following receipt of requisite approvals, the Resolution Plan provides for payment of Rs.402 Crore to the creditors of MIL. The matter is currently pending disposal at the NCLT, Mumbai Bench.During the financial year ended 31st March, 2019, certain mutual fund units (Securities) valued at Rs.344 Crore (value as on 31st December, 2018 and carried at same value) were illegally and fraudulently transferred by one of the Depository Participant (DP), from demat accounts of its subsidiary company namely DCBL. Based on the complaint filed by DCBL and after preliminary enquiry, the Economic Offences Wing, Delhi (EOW) directed the Clearing Agent of DP (i.e. ISSL) not to deal with the Securities and also froze such Securities till further orders.The Government of Assam granted Mega Project status to one of the step down Subsidiary namely Calcom Cement India Limited (COIL), under the Industrial and Investment Policy of Assam 2014 for the investment done for establishment of clinkerisation unit at Umrangshu (Assam). The said unit will be entitled to 100% reimbursement of net State Goods and Services Tax (SGST) paid for a period of 15 years from the date of commercial production. Accordingly, 100% remission of SGST for the period from July 01, 2017 to March 31, 2019 of Rs.51 crores has been recognized as income on reasonable assurance during the year under review.During the year 2019, the profitability of CCIL improved on account of better utilization of installed capacity, increase in demand of cement and also recognition of remission of SGST. Accordingly, CCIL recognised deferred tax assets of Rs.51 crores during the current year under review.The Cement manufacturing facility at one of the step down subsidiary namely, Dalmia DSP Limited, has been commissioned on March 31,2019.