Dalmia Bharat Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 6th Report alongwith the financial statements of the Company and the highlights of the performance of subsidiaries, associates and joint venture Companies (collectively referred to as "the Group") and their contribution to the overall performance of the Company for the financial year ended March 31,2019.

Financial Highlights

(H Crore)

Particulars

Standalone

Consolidated

FY-2018-19 FY-2017-18 FY-2018-19 FY-2017-18
Revenue from operations 164 125 9484 8827
Profit before interest, depreciation and tax 125 102 2186 2295
Less: Interest and Financial Charges 2 4 551 693
Profit before depreciation and tax 123 98 1635 1602
Less: Depreciation 4 4 1296 1213
Profit before tax 119 94 339 389
Provision for current tax 29 21 112 108
Provision for deferred tax 3 1 (119) 17
Prior year tax charge (14) - (5) (28)
Deferred tax for earlier years - - 2 1
Profit / (Loss) after tax before share of profit in associates/ 101 72 349 291
joint ventures
Add: Share of Profit/ (Loss) in associates /joint ventures 0 0 0 0
Profit / (Loss) for the year after share of Profit / (Loss) in 101 72 349 291
associates / joint ventures
Less: Share of minority interest - - 41 (1)
Profit / (Loss) after tax 101 72 308 292
Other Comprehensive Income (11) 2 27 448
Total Comprehensive Income 90 74 376 739
Add: Surplus brought forward 123 82 2042 1242
Add: Amount transferred from debenture redemption reserve - - 62 131
Profit available for appropriation 213 156 2480 2112

State of the Companys affairs

(a) Status of Group restructuring

Your Directors have pleasure to report that the Group restructuring activities have been completed and the Company is now the ultimate listed holding Company of the Group and the manufacturing undertaking(s) inter-alia pertaining to cement, refractory and power have been consolidated into one operating Company, namely Dalmia Cement (Bharat) Limited, wholly-owned subsidiary of the Company.

National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") have issued permission for listing and trading of equity shares of the Company with effect from December 21, 2018. The shares issued to the shareholders of erstwhile OCL India Limited started trading with effect from that date. Subsequently on issue and allotment of shares to the shareholders of erstwhile Dalmia Bharat Limited, NSE and BSE issued listing and trading permission for these shares with effect from January 25, 2019.

(b) Changes in the capital structure

Pursuant to the restructuring, the following changes have taken place in the capital structure of the Company:

S. No. Capital Before restructuring (in Rs.) After restructuring (in Rs.)
1 Authorized share capital 10,00,000/- 370,10,00,000/-
2 Issued share capital 5,00,000/- 38,59,17,106/-
3 Subscribed share capital 5,00,000/- 38,59,17,106/-
4 Paid up share capital 5,00,000/- 38,59,17,106/-

Pursuant to the Scheme(s) of Arrangement and Amalgamation ("Scheme"), 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.

(c) Change of name of the Company

The name of the Company has been changed from Odisha Cement Limited to Dalmia Bharat Limited with effect from April 15, 2019.

(d) Impact on profitability

As a result of amortisation of intangible assets and goodwill pursuant to the Schemes the profit/ (loss) before tax is lower/ (higher) by as under:

(Rs. in Crore)
Particulars

Year ended

31-03-2019 31-03-2018
Goodwill 420 417
Intangible assets 134 146
Total 554 563

(e) Material events related to Subsidiary Companies

1. 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.

2. 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.

Likewise, SEBI also directed the DP, its promoters/ directors, its related associates and other noticees mentioned in the order, not to dispose of, alienate or encumber any assets, except with the prior permission of SEBI / National Stock Exchange.

The matter is currently under investigation by SEBI and EOW and also by DCBL through an independent firm of Chartered Accountants.

DCBL is confident of recovering its Securities based on the legal opinion obtained in the matter to the effect that there is a strong chance of getting its Securities returned. Hence, no provision is considered necessary to be made in the books of accounts currently.

3. The Government of Assam has 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.

4. During the year under review, the profitability of CCIL has improved on account of better utilization of installed capacity, increase in demand of cement and also recognition of remission of SGST. The management based on the future profitability projections and also profits earned during the financial year 2018-19 and the previous year is confident that there would be sufficient profit in future to utilize the unabsorbed amount of depreciation and business losses etc. Accordingly, CCIL has recognised deferred tax assets of Rs.51 crores during the current year under review.

5. The Cement manufacturing facility at one of the step down subsidiary namely, Dalmia DSP Limited, has been commissioned on March 31,2019.

Operations and Business Performance

Your Company recorded net revenue of Rs.164 crores for the financial year 2018-19 registering a growth of 31.20 % as compared to the net revenue of Rs.125 crores in the financial year 2017-18. Earned profit before tax of Rs.119 crore during the financial year 2018-19 registering a growth of 26.60 % as compared to Rs.94 crores earned in the last financial year 201718.

Your Directors have pleasure to announce that the Company has presented the current Annual Report prepared as per Integrated Reporting framework. The operations and business performance of the Group is detailed in the Integrated Report being presented to the members, demonstrating the value created by the Group while operating within its economic, social and environmental system being inclusive of all materially relevant capitals, connecting them to business risks, decisions and outcomes in the short, medium and long term.

The performance of the Group during financial year 2018-19 is presented in the consolidated financial statements. The gross revenue of the Group for the financial year 2018-19 has increased by 7.44 % which is Rs.9484 crores as compared to Rs.8827 crores in financial year 2017-18 and the profit before tax for financial year 2018-19 has decreased by 12.85% which is Rs.339 crores as compared to Rs.389 crores in financial year 2017-18 owing to increase in fuel, slag and other input costs.

Management Discussion and Analysis for the year under review, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, giving detailed analysis of the performance of the Company and the Group is presented in a separate section forming part of this Annual Report.

The Company continues to be engaged inter-alia in the business of providing management services. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Dividend

Your Directors have recommended a dividend of Rs.2/- (100%) per equity share of face value of Rs.2/- each for the financial year ended on March 31,2019 as against dividend of Rs.1.70/- (85%) per equity share paid in the immediately preceding financial year. The proposed dividend is based on the financial and non-financial factors prevailing during the year under review in terms of the Dividend Distribution Policy of the Company and the same is posted on the Companys website www.dalmiacement.com.

The Register of Members and Share Transfer books will remain closed from August 24, 2019 to August 30, 2019 (both days inclusive) for the purposes of payment of dividend for the financial year ended March 31, 2019 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on August 30, 2019.

Transfer to reserves

Your Directors do not propose to transfer any amount to the General Reserve.

Credit rating

There are no borrowings in the Company. In connection with Dalmia Cement (Bharat) Limited, subsidiary of the Company and operating Company, ICRA has reaffirmed rating of [ICRA] AA and [ICRA]A1 + for the long term and the short term facilities respectively availed by Dalmia Cement (Bharat) Limited. The said ratings are considered to have high degree of safety regarding timely servicing of financial obligations.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 read with the Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company and of all the subsidiaries and associate companies for the financial year 2018-19 have been prepared in accordance with applicable accounting standards and form part of the Integrated Annual Report.

Subsidiaries, Associates and Joint Venture Companies

The Company has 30 subsidiaries and 2 joint venture

Companies as on March 31, 2019. Dalmia Cement (Bharat) Limited is the material unlisted subsidiary of the Company in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and the Companys Policy for determining material subsidiary. The said Policy may be accessed at the Companys website at www.dalmiacement. com

The changes in the subsidiaries, joint venture Companies and associate Companies during the financial year 2018-19 are as under:

S. No. Name of Company Status (subsidiary/joint venture/ associate) Added/Ceased as such Effective date
1 Dalmia DSP Limited Subsidiary Company Added July 10, 2018
2 Hopco Industries Limited Subsidiary Company Added December 21,2018
3 Dalmia Renewables Energy Limited Associate Company Ceased May 30, 2018

A statement containing the salient features of the financial statement of the Companys subsidiaries, joint ventures and associate Companies for the financial year ended March 31, 2019 in Form AOC-1 is attached and marked as Annexure - 1 and forms part of this report. The contribution of the Companys subsidiaries, joint ventures and associates Companies to the overall performance of the Company during the period under report is given under the aforementioned financial highlights.

The Financial Statements of the Company/its Subsidiaries and the Consolidated Financial Statements of the Company including all other documents required to be attached thereto, are placed on the Companys website at www.dalmiacement. com. These documents will also be available for inspection on all working days, during business hours, at the registered office of the Company and any member desirous of obtaining a copy of the same may write to the Company Secretary.

Board Meetings

The Board meetings are scheduled on quarterly basis and as and when required. During the year under review, the Board of Directors of the Company met six times, i.e., on May 15, 2018, August 09, 2018 October 15, 2018, October 30, 2018, February 07, 2019 and March 18, 2019 out of which 1 meeting was held on October 30, 2018 was adjourned and concluded on October 31, 2018. The Board meetings are conducted in due compliance with and following the procedures prescribed in the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and applicable Secretarial Standards. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report.

Directors and Key Managerial Personnel

During the financial year 2018-19, pursuant to the implementation of the Schemes of Arrangement and upon increase in the paid up share capital and listing of the Company on BSE Limited and National Stock Exchange of India Limited, the Board of Directors has been reconstituted in due compliance with the Companies Act, 2013, SEBI LODR Regulations and the Nomination and Remuneration Policy of the Company.

Mr. Pradip Kumar Khaitan, Mr. Jai Hari Dalmia, Mr. Yadu Hari Dalmia, Mr. Gautam Dalmia, Mr. Puneet Yadu Dalmia, Mr. Nagarajan Gopalaswamy, Mr. Virendra Singh Jain, Mrs. Sudha Pillai, Mr. Dharmendar Nath Davar and Mr. Jayesh Doshi were appointed as Additional Directors by the Board of Directors with effect from October 15, 2018 and were appointed as Directors by the shareholders at the Annual General Meeting held on December 31, 2018. Mr. Ganesh Jirkuntwar and Mr. Amandeep have resigned from the directorship with effect from October 15, 2018; and Mr. Ashwini Kumar Dalmia has resigned from the directorship with effect from October 16, 2018.

Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia have been appointed as Managing Director(s) and Mr. Jayesh Doshi has been appointed as Whole Time Director and Chief Financial Officer of the Company, with effect from October 30, 2018.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,

Mr. Jai Hari Dalmia, Mr. Yadu Hari Dalmia, Mr. Dharmendar Nath Davar and Mr. Jayesh Doshi are liable to retire by rotation. Mr. Dharmendar Nath Davar shall retire by rotation at the ensuing Annual General Meeting, he however, has not offered himself for re-appointment.

Mr. Pradip Kumar Khaitan, Mr. Nagarajan Gopalaswamy, Mr. Virendra Singh Jain and Mrs. Sudha Pillai, being the Independent Directors, have given their declaration(s) of meeting the criteria of independence laid down in the Companies Act, 2013 and SEBI LODR Regulations.

Dr. Sanjeev Gemawat has been acting as the Company Secretary and Compliance Officer of the Company with effect from October 15, 2018.

Committees of the Board

During the financial year 2018-19, pursuant to the implementation of the Schemes of Arrangement and in terms of the Companies Act, 2013 and SEBI LODR Regulations, the following committees of the Board have been constituted:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Group Governance Committee.

The details with respect to the compositions, powers, terms of reference and other related matters of the committees are given in detail in the Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the objective -

(a) to ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations;

(b) to set out criteria for the evaluation of performance and remuneration of directors, key managerial personnel and senior managerial personnel;

(c) to recommend to the Board, the remuneration payable to senior management;

(d) to adopt best practices to attract and retain talent by the Company; and

(e) to ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at www.dalmiabharat.com

Performance Evaluation

The annual evaluation of the performance of the Board, its committees and individual Directors was carried by the Independent Directors, the Nomination and Remuneration Committee and the Board of Directors in compliance with the Companies Act, 2013 and SEBI LODR Regulations during financial year 2018-19.

An indicative criteria of evaluation was circulated to the Directors to facilitate such evaluation. Based on the feedback of the Directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy and such indicative criterion.

Directors Responsibility Statement

Your Directors state that:

(a) In preparation of the annual accounts for the year ended March 31, 2019, 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 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 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;

(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 details relating to the ratio of the remuneration of each director to the median employees remuneration and other prescribed details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 2 and forms part of this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure-2A and forms part of this report.

Employees Stock Option Scheme

The Board of Directors of the Company has, in its meeting held on October 30, 2018, adopted DBEL ESOP Scheme 2011 of erstwhile DBL with a new name "DBL ESOP Scheme 2018" having the same terms and conditions.

In terms of and as an integral part of the Scheme of Arrangement, in lieu of every 1 (one) ESOP under DBEL ESOP Scheme 2011 the Company has granted 2 (Two) new stock options, aggregating to 22,72,000 ESOPs, under the DBEL ESOP Scheme 2018 to the eligible employees and the existing 11,36,000 ESOPs pending to be allotted / granted under the DBEL ESOP Scheme 2011 stand cancelled. The New Options entitle the eligible employees to purchase 1 (one) equity share of the Company for each New Option.

The BSE Limited and National Stock Exchange of India Limited had issued in-principal approval for further listing of 22,72,000 equity shares of Rs.2/- each on allotment of ESOPs.

During the year, 2,31,000 stock options were vested into eligible employees against which 2,31,000 equity shares of Rs.2/- each were allotted 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 the Companys website at www.dalmiacement.com.

A certificate from the Statutory Auditors of the Company on implementation of the Companys Employees Stock Option Scheme will be placed at the ensuing Annual General Meeting for inspection by the members.

Corporate Governance Report

Your Directors are committed to achieving the highest standards of ethics, corporate governance and continue to comply with the Code of Conduct. The endeavour is to enhance the reputation of the Company as a responsible and sustainable company in order to attract as well as retain talents, customers, suppliers, investors and to maintain fulfilling relationships with the communities.

The strong corporate governance and zeal to grow has helped the Group to deliver the best value to the stakeholders. We have always been positively cautious about the near term and optimistic about the medium and long term in view of the improved macro indicators for the economy, significant growth in public spending and focused execution plans.

The Corporate Governance Report for the financial year 201819 as required under SEBI LODR Regulations of the Company is attached hereto and forms part of this Report. The requisite certificate(s) from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Company Secretary in practice that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by Secruities and Exchanged Board of India/ Ministry of Corporate Affairs or any such authority is attached to the Corporate Governance Report.

Business Responsibility Report

The Business Responsibility Report, as stipulated under Regulation 34 (2) (f) of SEBI LODR Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of this Annual Report prepared as per the Integrated Reporting framework.

Extract of Annual Return

In terms of the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of annual return of your Company for the financial year ended March 31, 2019 has been uploaded at the Companys website www. dalmiacement.com.

Corporate Social Responsibility (CSR)

The Group has been following the concept of giving back and sharing with the under privileged sections of the society for more than seven decades. The Corporate Social Responsibility of the Group is based on the principal of Gandhian Trusteeship. For over seven decades, the Group has addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

The Corporate Social Responsibility Policy of the Company may be accessed at the Companys website www.dalmiacement.com. Pursuant to the said Policy, the Company has spent aggregating to Rs.95 Lakhs towards corporate social responsibility activities during the financial year 2018-19. The said amount spent was more than 2% of average net profits of the Company made during three immediately preceding financial years, post giving effect to the Scheme(s). The annual report on corporate social responsibility activities is attached and marked as Annexure - 3 and forms part of this Report.

Related Party Transaction Policy and Transactions

Your Company has formulated a policy on related party transactions and dealing with related party transactions duly approved by the Board of Directors and same may be accessed at the Companys website at www.dalmiacement. com

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the financial year 2018-19 were the ordinary course of the business and on an arms length basis. The particulars of material contracts or arrangements or transactions entered into with the related parties at arms length basis are provided in prescribed Form AOC-2 which is attached and marked as Annexure - 4 and forms part of this Report.

Risk Management

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has adequate risk management procedures in place. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood. The Risk Management Committee oversees the risk management process. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company.

Adequacy of Internal Financial Controls

Internal financial controls are an integrated part of the risk management process. Your Company has in place adequate internal control systems commensurate with the size of its operations and the policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, the safeguarding of assets, the prevention and detection of frauds and errors, the adequacy and completeness of the accounting records, and the timely preparation of reliable financial information. The entire system is complemented by external auditing of selected functions such as the SAP - IT ERP system and IT general controls.

The internal auditors of the Company conduct regular internal audits as per approved plan and the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

The Statutory Auditors in their report on Consolidated Financial Statements have made certain observations regarding internal financial controls of Dalmia Cement (Bharat) Limited, subsidiary of the Company in respect of mutual fund investments in demat accounts; and the Company has since attached the issue and taken measures to strengthen the internal controls. (refer clarifications on statutory auditors report mentioned herein below).

Whistle Blower Policy and Vigil Mechanism

The Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, health, safety, environmental issues. Adequate safeguards are provided against victimization of stakeholders who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Companys website at www.dalmiacement.com.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2018-19, no complaint has been received by ICC.

Loans, Guarantees, Security and Investments

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note nos. 6, 7, 9, 10, 40 and 41.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

The particulars of energy conservation and technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity.

The total foreign exchange earned by the Company during the financial year 2018-19 is Nil and the total foreign exchange used by the Company during the financial year 2018-19 is Rs.3.93 crores.

Cost records

Your Company is not required to maintain the cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

Statutory Auditor and their report

M/s. S. S. Kothari Mehta & Company, the Statutory Auditors of the Company hold office as such till the conclusion of eighth Annual general Meeting of the Company to be held in 2021. They have confirmed that they are eligible to continue as the Statutory Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There is no qualification, reservation or adverse remark in their report on Standalone Financial Statements. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

The Report submitted by the Statutory Auditors on the consolidated financial statements of the Company do not contain any qualification, reservation or adverse remark or disclaimer. However, the Statutory Auditors in their report on the consolidated financial statements included matters of emphasis regarding (a) dispute between minority shareholders of CCIL and DCBL which is under adjudication before the Arbitral Tribunal. Pending final disposal of the disputes, no adjustments are considered necessary in these financial statements (b) current investments valued at Rs.344 crores as on December 31,2018 (carried as current investments as on March 31,2019 at same value) appearing in the books of DCBL have been fraudulently and unauthorisedly transferred by the depository participant. DCBL is fully confident of recovering its Securities based on the legal opinion obtained in the matter to the effect that there is a strong chance of getting its Securities returned, hence no provision is made in its books of accounts (c) amortisation of goodwill as per the provisions of Scheme(s) of arrangement and amalgamation. The said Emphasis of Matters have been explained and clarified in note no. 44, note no. 49 and note no. 3(e) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2019, which are self explanatory and do not call for any further comments and explanation.

The Statutory Auditors in their report on consolidated financial statements with respect to Report on the Internal Financial Controls under clause (i) of sub section 3 of section 143 of the Companies Act, 2013, reported their qualified opinion with regard to the internal control system of Dalmia Cement (Bharat) Limited ("DCBL"), wholly owned subsidiary of the Company for existence and verification of investments in Mutual Fund Units maintained in Demat Accounts were not operating effectively during the current financial year to detect the lapses on timely basis, which could potentially result in material misstatement of carrying value of such investments.

In this connection, DCBL has since taken all necessary steps to strengthen the internal controls to plug any further risk in this regard. The Statutory Auditors of DCBL and the Company have also verified and confirmed that necessary remedial measures have since been taken to strengthen the controls. The clarification and explanations mentioned here as well as in the note no 49 of the notes to the Consolidated Financial Statement are self-explanatory and do not call for any further comments and explanation.

Secretarial Auditor and their Report

The Board of Directors has appointed Mr. R. Venkatasubramanian, Practising Company Secretary, as Secretarial Auditors of the Company for the financial year 2018-19.

The Secretarial Audit report in Form MR 3 for financial year 2018-19 is attached and marked as Annexure - 5 and forms part of this Report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

Your Company is in compliance with all the Secretarial Standards issued by the Institute of Company Secretaries of India and having become effective.

Public Deposits

No public deposits are accepted by the Company.

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 Companys 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 Companys executives, staff and workers.

For and on behalf of the Board
P.K. Khaitan
Place: New Delhi Chairman
Dated: May 09, 2019 DIN-0004821

AOC-1

Salient features of financial statements of Subsidiary / Associates / Joint Ventures as per Companies Act, 2013 All amounts stated in H are in H Crores except wherever stated otherwise Statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

PART - A : Subsidiaries

Sl. no. Name of the subsidiary Reporting Currency Share capital Reserves & Surplus Total Assets Total Liabilities Invest ments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of sharehold ing
Subsidiary
i Dalmia Cement (Bharat) Limited INR 314 8,851 18,177 9,012 984 8,312 98 18 80 - 100.00%
2 Dalmia Power Limited INR 1 182 1,009 826 1,001 13 (14) (0) (14) - 100.00%
Step down Subsidiaries
3 D.I. Properties Limited INR 1 1 2 0 - - (0) - (0) - 100.00%
4 Shri Rangam Properties Limited INR 1 9 11 0 - - (0) - (0) - 100.00%
5 Dalmia Minerals & Properties Limited INR 1 52 52 0 13 - (0) (0) - 100.00%
6 Sri Shanamugha Mines & Minerals Limited INR 1 8 9 0 - - (0) - (0) - 100.00%
7 Sri Subramanya Mines & Minerals Limited INR 0 6 6 0 - - (0) - (0) - 100.00%
8 Ishita Properties Limited INR 0 (2) 1 3 0 0 0 0 0 - 100.00%
9 Hemshila Properties Limited INR 1 6 7 0 0 - (0) 0 (0) - 1 00.00%
10 Geetee Estates Limited INR 1 7 7 (1) - - (0) - (0) - 1 00.00%
11 Sri Swaminatha Mines & Minerals Limited INR 0 3 4 0 - - (0) - (0) - 1 00.00%
12 Sri Trivikrama Mines & Properties Limited INR 0 6 7 0 - - (0) - (0) - 100.00%
13 Sri Madhusudana Mines & Properties Limited INR 0 7 7 0 - - (0) - (0) - 100.00%
14 Sri Dhandauthapani Mines & Minerals Limited INR 0 0 0 0 - 0 0 0 0 - 100.00%
15 Golden Hills Resort Private Limited INR 1 0 2 1 - - (0) - (0) - 100.00%
16 Rajputna Properties Private Limited INR 0 (0) 3 3 - 4 (0) - (0) - 100.00%
17 Sutnga Mines Private Limited INR 2 0 2 0 2 0 (0) 0 (0) - 100.00%
18 Cosmos Cements Limited INR 13 (1) 50 37 - 0 (0) 0 (0) - 100.00%
19 Calcom Cement India Limited INR 409 396 1,530 725 73 882 162 (51) 213 - 76.00%
20 RCL Cements Limited INR 4 5 38 30 31 1 (4) - (4) - 100.00%
21 SCL Cement Limited INR 3 45 4 (43) - 0 (9) - (9) - 100.00%
22 Vinay Cement Limited INR 19 (157) 136 274 53 13 (25) - (25) - 97.21%
23 Bangaru Kamakshi Amman Agro Farms Private Limited INR 0 4 4 0 - - (0) - (0) - 100.00%
24 Jayevijay Agro Farms Private Limited INR 0 3 4 0 - - (0) - (0) - 100.00%
25 OCL Global Limited USD 0 80 85 4 28 175 22 - 22 - 100.00%
26 OCL China Limited RMB 24 22 61 15 - 145 6 1 5 - 90.00%
27 Alsthom Industries Limited INR 19 12 180 149 14 216 22 3 19 - 99.99%
28 Chandrasekara Agro Farms Private Limited INR 0 2 2 0 - - (0) - (0) - 100.00%
29 Hopco Industries Limited INR 0 0 0 0 - - - - - - 100.00%
30 Dalmia DSP Limited INR 150 (138) 445 433 - - (0) - (0) - 100.00%

Names of subsidiaries which are yet to commence operation

Hapco Industries Limited

PART - B : Associates and Joint Ventures

Statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Shares of Associate/Joint Ventures held by the company at the year end

Sl. no. Name of Associate/Joint Venture Latest audited Balance Sheet Date No. of shares Amount of Investment in Associate/ Joint Venture Extend of Holding % Networth attributable to Shareholding as per latest audited Balance Sheet Profit / Loss for the year considered in consolidation Profit / Loss for the year not considered in consolidation Description of how there is significant influence Reason why the associate/ joint venture is not consolidated
Joint Venture
i Khappa Coal Company Private Limited 31-Mar-19 18,36,500 2 36.73% 1 - - - -
2 Radhikapur (West) Coal Mining Private Limited 31-Mar-19 73,48,000 4 14.70% 4 0 - - -

Annexure - 2

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2018-19.

1. Details of the ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19 are as under:

Name of the Director/KMP and Designation Remuneration of Director/KMP for the F.Y. 2018-19 (H in Crore) Ratio of remuneration of each Director to median remuneration of employees of the Company * % increase in the remuneration in the F.Y. 2018-19#
Mr. PK. Khaitan, Chairman 0.45 4.5 Not Applicable
Non-Executive Independent
Mr. Jai Hari Dalmia 0.02 0.2 Not Applicable
Non-Executive
Mr. Yadu Hari Dalmia 0.02 0.2 Not Applicable
Non-Executive
Mr. Gautam Dalmia 6.24 62.4 Not Applicable
Managing Director
Mr. Puneet Yadu Dalmia 7.78 77.8 Not Applicable
Managing Director
Mr. N. Gopalaswamy 0.16 1.6 Not Applicable
Non-Executive Independent
Mr. V.S. Jain 0.27 2.7 Not Applicable
Non-Executive Independent
Mrs. Sudha Pillai 0.15 1.5 Not Applicable
Non-Executive Independent
Mr. Dharmendar Nath Davar 0.22 2.2 Not Applicable
Non-Executive
Mr. Jayesh Doshi 6.13 61.3 Not Applicable
Whole-time Director & CFO
Dr. Sanjeev Gemawat 1.66 16.6 Not Applicable
Company Secretary

Note: * The median remuneration of employees of the Company during the financial year 2017-18 was Rs.10.44.159/-

# The Directors and KMPs were appointed in the Company from October 15. 2019 hence figures of increase in remuneration is not available/ applicable.

1. The Company did not have any permanent employee during the last financial year hence maiden remuneration for last financial year is NIL / not available hence percentage increase in the median remuneration of employees in the financial year was not available.

2. The number of permanent employees on the rolls of the Company at the end of the financial year was 315.

3. The average percentage increase in the salaries of employees other than the managerial personnel and managerial personnel during the financial year 2018-19 is not available since the Company had nil employee during last financial year 2017-18.

4. It is hereby affirmed that the remuneration paid to Directors. Key Managerial Personnel and senior management personnel is as per the Nomination & Remuneration Policy of the Company.

Statement of Pariculars of Employees pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 for the financial year 2018-19

SI. no. Name Age Designation Qualification Experience (years) Date of Commencement of Employment* Date of leaving Name of the Company (last employment) Designation (last employment) Remuneration received (? in Crore) Whether related to a Director
A. Employed throughout the year
NIL- there was no employee in the Company prior to implementation of the Scheme of Arrangement and Amalgamation on October 30, 2018.
B. Employed for part of the Year
1 SAN JAYS MITRA 57 SENIOR EXECUTIVE DIRECTOR B.COM (HONS.), F.C.A. 35 YEARS 12/07/83 - DALMIA BHARAT SUGAR & INDUSTRIES LIMITED SR. EXECUTIVE DIRECTOR 1.03 No
2 R K AGRAWAL 61 EXECUTIVE DIRECTOR CA, CS(INTER), B.COM 42 YEARS 01/09/97 - DALMIA INDUSTRIES LIMITED DEPUTY GENERAL MANAGER # 1.41 No
3 SURATH KR. MUKHERJEE 50 EXECUTIVE DIRECTOR A.C.A, A.I.C.W.A 24 YEARS 29/08/08 - DALMIA BHARAT SUGAR & INDUSTRIES LIMITED ASSISTANT EXECUTIVE DIRECTOR 1.39 No
4 SAMEER NAG PAL 49 CHIEF EXECUTIVE OFFICER - REFRACTORY BE MECHANICAL, PGDBM 29 YEARS 03/08/15 - SHALIMAR PAINTS MANAGING DIRECTOR & CEO 1.63 No
5 REENAVERMA BHASIN 46 EXECUTIVE DIRECTOR CFA - AIMR LONDON 23 YEARS 01/12/16 ARPWOOD EXECUTIVE DIRECTOR -(MERGERS AND ACQUISITION) 1.66 No
6 SANJEEVGEMAWAT 49 EXECUTIVE DIRECTOR GRADUATE IN LAWS; GRADUATE IN COMMERCE; CS; CA; DOCTORATE OF PHILOSOPHY; ICWAI; 25 YEARS 01/01/16 DALMIA CEMENT (BHARAT) LIMITED EXECUTIVE DIRECTOR 1.74 No
7 AMITGARG 51 EXECUTIVE DIRECTOR PGDM - MARKETING AND FINANCE 25 YEARS 21/11/16 - HINDUSTAN TIMES EXECUTIVE DIRECTOR 1.96 No
8 B B MEHTA 65 CHIEF EXECUTIVE OFFICER- SUGAR BUSINESS BOOM (HONS.), A.C.A 42 YEARS 01/02/93 - DALMIA BHARAT SUGAR & INDUSTRIES LIMITED SR. EXECUTIVE DIRECTOR 2.53 No
9 AJITMENON 54 SENIOR EXECUTIVE DIRECTOR B.S.C, B.B.A 22 YEARS 31/08/12 DDB MUDRA PRIVATE LIMITED EXECUTIVE DIRECTOR (ORGANIZATION DEVELOPMENT) 5.72# No
10 JAYESH NAGINDAS DOSHI 54 WHOLE TIME DIRECTOR & CFO B.COM, L.L.B, A.C.A. 27 YEARS 01/02/13 - PANCHSHIL REALTY GROUP DIRECTOR - STRATEGY & FINANCE 6.21# No
11 HARISH CHANDER SEHGAL 61 GROUP GENERALCOUNCEL BOOM (H), LLB 38 YEARS 10/08/09 - DALMIA BHARAT SUGAR & INDUSTRIES LIMITED GROUP GENERAL COUNSEL 3.95 No
12 PUNEETYADU DALMIA 46 MANAGING DIRECTOR B. TECH. AND MBA 22 YEARS 31/10/18 - DALMIA CEMENT (BHARAT) LIMITED MANAGING DIRECTOR 7.81** Yes**
13 GAUTAM DALMIA 51 MANAGING DIRECTOR B.SC, M.S.IN ELECTRICAL ENGINEERING, COLUMBIA UNIVERSITY 27 YEARS 31/10/18 DALMIA CEMENT (BHARAT) LIMITED MANAGING DIRECTOR 6.3** Yes**

* Date of commencement of employment of all the employees except Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia, is in the erstwhile Daimia Bharat Limited. Ail these employees were employees of erstwhile Daimia Bharat Limited and became employees of the Company pursuant to the Scheme of Arrnagement and Amalgamation.

** Mr. Gautam Daimia and Mr. Puneet Yadu Dalmia are sons of Mr. J.H. Dalmia and Mr. Y.H. Dalmia, respectively. Mr. J.H.Dalmia and Mr. Y.H. Dalmia, are brothers and accordinlgy all the four Directors are related to each other.

# The remuneration includes perquisite value of shares alloted under ESOP scheme of erstwhile DBL.

Notes: 1. None of the employees held 2% or more of the equity shares of the Company by himself or alongwith his spouce and dependent children.

2. Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia have been appointed as the Managing Director(s) of the Company for a period of five years.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis None

2. Details of material contracts or arrangements or transactions at arms length basis

1
(a) Name(s) of the related party and nature of relationship Dalmia Cement (Bharat) Limited Wholly owned Subsidiary Company
(b) Nature of contracts/ arrangements/ transactions Receipt of Corporate Service charges
(c) Duration of the contracts / arrangements/ transactions entered by erstwhile Dalmia Bharat Limited 10 years effective 1-4-2010
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Allocation of all expenses for availing corporate office services with mark up of 15% on basis of value added. Direct expenses on project supervision costs on time spent besides direct costs at actuals.
Value: Rs.149.61 crores for the financial year ended March 31, 2019.
(e) Date(s) of approval by the Board, if any: Approved by Audit Committee /Board of erstwhile Dalmia Bharat Limited on November 15, 2010 and February 3, 2016 and by Audit Committee and the Board of the Company on October 30, 2018.
(f) Amount paid as advances, if any: NIL