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Directors Report of Dalmia Bharat Sugar and Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting the Annual Report and Audited Financial Statement of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. Crore)

FY - 15 FY - 14

Net Sales Turnover 1123.80 1186.05

Profit before interest, depreciation and tax 128.87 127.53 (EBITDA)

Less: Interest and Financial Charges 78.01 75.64

Profit before depreciation and tax (PBDT) 50.86 51.89

Less: Depreciation 50.58 49.30

Profit/(Loss) before tax (PBT) 0.28 2.59

Less: Provision for current tax 0.09 0.62

Prior year tax charge - 0.12

MAT credit received 12.58 (0.62)

Provision for deferred tax (13.87) (0.56)

Profit after tax (PAT) 1.48 3.03

Add: Surplus brought forward 412.21 412.31

Less: Depreciation adjustment 7.23 -

Add: Deferred tax liability for earlier years apportioned from General Reserve 2.50 -



Balance available for appropriation 408.96 415.34

APPROPRIATIONS:

Debenture Redemption Reserve (net) - 3.13

Balance carried forward 408.96 412.21

408.96 415.34

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 2014-15. In addition, working results for key businesses have been provided as an annexure to this report vide Annexure - 1.

DIVIDEND

Keeping in view the performance of the Company your Directors have decided not to recommend payment of dividend for the year under review.

CHANGES IN BUSINESS

There have been no changes in business carried on by the Company.

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

The report on the financial position of the Company's Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited,for the year ended 31-3-2015 is attached in Form AOC -1 and forms part of this report as Annexure - 2.

The detailed Annual Reports of these subsidiaries 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.dalmiasugar.com.

During the said financial year no company ceased to be a subsidiary of the Company or its Subsidiary. The Company has no Associates and Joint Ventures.

The policy for determining material subsidiaries may be accessed in the Company's website at http://www.dalmiasugar.com/upload/policies/DBSIL- Material-Subisdiary-Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

As required under section 129(3) of the Companies Act, 2013 read with clause 41 of the listing agreement and Accounting Standard - 21, this Annual Report also includes Consolidated Financial Statements for the financial year 2014-15.

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 Form MGT-9 and forms part of this report as Annexure - 3.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The independent Directors namely, Shri J.S. Baijal, Shri M. Raghupathy and Shri P Kannan have given their respective declaration of independence under Section 149 of the Companies Act, 2013. A meeting of the Independent Directors excluding all Directors and Officials of the Company was held as mandated by 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 programs for independent Directors of the Company can be accessed at the website of the Company at http://www.dalmiasugar.com/upload/policies/ DBSIL-IDF-Policy.pdf.

Shri B.B. Mehta, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. He has furnished requisite declaration in Form DIR -8 pursuant to Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified from being reappointed as a Director of the Company.

Smt. Himmi Gupta was appointed as a Director on the Board of the Company, effective 26-3-2015 and continues to hold office till the conclusion of the ensuing Annual General Meeting. The Company has received a notice from a Shareholder pursuant to the provisions of section 160(1) of the Companies Act, 2013, proposing the name of Smt. Himmi Gupta for being appointed as a Director of the Company whose office is liable to retirement by rotation. Smt. Himmi Gupta has furnished requisite declaration in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that she is not disqualified from being reappointed as a Director of the Company.

The Key Managerial Personnels, namely, Shri Jai H. Dalmia and Shri Gautam Dalmia, Managing Directors, Shri Anil Kataria, Chief Financial Officer and Shri K.V. Mohan, 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 - 4 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.

The Board has accepted all recommendations made by the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted the CSR Committee which has approved the CSR Policy and decided to expend an amount of Rs. 0.50 Crore (which is 2% of average net profits of the Company made during three immediately preceding Financial Years) on CSR activities covering eradication of extreme hunger and poverty, promotion of education including special education, ensuring environmental sustainability and ecological balance, etc., health, and sanitation of which Rs. 0.06 Crore is lying unspent. The said amount is expected to be spent in the current financial year on executions of certain projects under contemplation.

The CSR policy is available on the website of the Company at http://www.dalmiasugar.com/upload/policies/DBSIL-CSR- POLICY.pdf.

The Annual Report of CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, is attached as Annexure - 5 and forms part of this Report.

RISK MANAGEMENT

A Risk Management Committee has been formed by the Board during the year in order to assist the Board to frame, implement and monitor the Risk Management Plan of the Company.

The Committee has engaged professionals to assist them in framing a comprehensive risk management policy document and it is expected to be in place by the end of the current financial year.

RELATED PARTY POLICY AND TRANSACTIONS

The policy on related party transactions may be accessed on the Company's website at http://www.dalmiasugar.com/ upload/policies/DBSIL- Related-Party-Policy.pdf.

During the year there were no material contracts or arrangements with the related parties referred to in section 188(1) of the Companies Act, 2013. Hence, Form AOC 2 is not being attached to this Report.

INVESTMENTS, LOANS AND GUARANTEES

The particulars of investments made by the Company and the details of loans given and guarantees furnished by the Company are furnished in Note No. 13 and Note No. 46 of the attached Standalone Financial Statements for the year ended 31-3-2015.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The said financial controls have been tested and no reportable material weakness in the design and operations were observed.

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 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 web site of the Company at http://www.dalmiasugar.com/upload/policies/DBSIL-Whistle-Blower-Policy- Vigil-Mechanism.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors declare 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 Company has not granted any employee stock options.

STATUTORY 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. The Board has decided to recommend their appointment for a further period of one year in terms of section 139 of the Companies Act, 2013.

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 section 141 of the Companies Act, 2013.

COST AUDITOR

M/s. R.J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct cost audit for the year ended 31-3-2014, and they have submitted the Cost Audit Reports for the said year on 20-8-2014. Their appointment for the year ended 31-3-2015 continues and they will be submitting their report in due course of time.

The Directors have decided to appoint M/s. HMVN & Associates, Cost Auditors, New Delhi, as the Cost Auditors to conduct cost audit for the year ended 31-3-2016 and the remuneration payable to them for conduct of Cost Audit will be coming up for approval before the Shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR AND REPORT THEREON

The Board of Directors of the Company appointed M/s Harish Khurana & Associates, Practising Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit in terms of section 204 of the Companies Act, 2013. The Report of the Secretarial Audit is attached in Form MR - 3 and forms part of this report as Annexure - 6.

COMMENTS ON AUDITORS' OBSERVATIONS

The Reports submitted by the Secretarial Auditor and Statutory Auditor of the Company do not contain any qualification, reservation or adverse remark.

LISTING OF SHARES

Consequent upon Madras Stock Exchange voluntarily surrender of its registration as a recognised Stock Exchange, the shares of the Company were delisted from dealings on that Exchange.

The Company's shares continue to be listed on the National Stock Exchange and Bombay Stock Exchange and the listing fees for the year 2015-16 has been paid to both exchanges.

UNCLAIMED SUSPENSE ACCOUNT

In terms of clause 5A of the Listing Agreement, the Company has opened a demat account.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014, forms a part of this report as Annexure - 7.

PARTICULARS OF DIRECTORS' AND EMPLOYEES' REMUNERATION

The particulars of remuneration to Directors and Key Managerial Personnels 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 - 8 to this Report.

A statement showing the names and other particulars of the employee 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 - 9 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 orders have 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 2014-15.

HEALTH, SAFETY AND ENVIRONMENT

Health and Safety of employees and clean environment receive utmost priority at all locations of your Company. It has already implemented EHS System and provided safe working environment at its plants and mines. Use of personal protective equipment by employees have become compulsory and training programs on Health, Safety and Occupational Health are being conducted on a continuous basis. Your Company has launched the new Safety and Housekeeping programme during the current year which has substantially improved the plant housekeeping. Our endeavour is to make all our plants safe and keep all its employees healthy. Your Company has a philosophy that 'Clean & Green' is more profitable.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at various units of the Company and other stakeholders.

For and on behalf of the Board

Place: New Delhi (J.S. Baijal) Dated: 14th May, 2015 CHAIRMAN


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 31st March, 2014.

Financial Results

(Rs. crores)

2013-14 2012-13

Net Sales Turnover 1186.05 993.54

Profit before interest, 127.53 157.32 depreciation and tax (EBITDA)

Less: Interest and Financial Charges 75.64 65.55

Profit before depreciation and 51.89 91.77 tax (PBDT)

Less: Depreciation 49.30 72.80

Profit/(Loss) before tax (PBT) 2.59 18.97

Provision for current tax - -

Provision for tax – earlier years - -

Prior year tax charge 0.12 -

Provision for deferred tax -0.56 0.62

Profit after tax (PAT) 3.03 18.35

Add: Surplus brought forward 412.31 399.90

Balance available for appropriation 415.34 418.25

APPROPRIATIONS:

General Reserve - 0.46

Debenture Redemption Reserve 3.13 3.12 (net)

Proposed Dividend - 2.02

Dividend Distribution tax thereon - 0.34

Balance carried forward 412.21 412.31

415.34 418.25

Dividend

Keeping in view the per formance of the Company your Directors have decided not to recommend payment of dividend for the year under review as against dividend calculated at Rs. 0.25 per share in the immediately preceding previous 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 2013-14. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

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 be 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.

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 Conservation of Energy, Technology Absorption and 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 – B.

Subsidiaries

The Central Government vide Notifcation 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 Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 2014 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 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.dalmiasugar.com.

A statement of the Company''s interest in its subsidiaries mentioned above is attached as required under section 212 of the Companies Act, 1956.

Fixed Deposits

The Company has not accepted any Public Deposits.

Directors

Shri Y.H. Dalmia resigned as the Vice-Chairman of the Company efective 1-11-2013. Shri Puneet Yadu Dalmia resigned as the Managing Director of the Company efective 1-11-2013. The Board places on record its appreciation for the valuable services rendered by each of them during their tenure with the Company and with the Board.

Shri J.S. Baijal, Shri M. Raghupathy and Shri P. Kannan, Independent Directors are to be appointed by the Shareholders as Independent Directors for a period of fve years in accordance with section 149(10) of the Companies Act, 2013. Each of them have testifed their consent to be appointed as Independent Directors of the Company and have given requisite declarations as required under section 149(7) and section164(2) of the Companies Act, 2013 and also in Form DIR – 8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 .

Shri T. Venkatesan, Director, retires by rotation at the ensuing Annual General Meeting. He has furnished requisite declaration in Form DIR -8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification 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

Shri Jai H. Dalmia 16,35,010

Shri Gautam Dalmia 7,51,990

Shri P. Kannan 2,730

Shri J.S. Baijal Nil

Shri M. Raghupathy Nil

Shri T. Venkatesan Nil

Shri B.B. Mehta Nil

Consolidated Financial Statements

As required under clause 41 of the listing agreement, this Annual Report also includes Consolidated Financial Statements for the fnancial year 2013-14 prepared in accordance with Accounting Standard - 21.

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 fnancial year and of the proft 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. The Board has decided to recommend their appointment for a further period of one year in terms of 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 conformity with the limits prescribed in the said section.

Cost auditors

M/s. R.J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct cost audit for the year ended 31-3-2013, and they have submitted the Cost Audit Reports for the said year on 27-8-2013. The said frm has been appointed as Cost Auditors to conduct cost audit for the year ended 31-3-2014 and will be submitting their report in due course of time.

General

The above Directors'' Report, in so far as it relates to references under the Companies Act, 1956, meets the requirements given in the General Circular No. 8/2014 dated 4th April 2014.

For and on behalf of the Board

NEW DELHI (J. S. Baijal)

Dated: May 16, 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 Sales Turnover 993.54 715.15

Proft before interest, depreciation 157.32 92.68 and tax (EBITDA)

Less: Interest and Financial Charges 65.55 50.25

Proft before depreciation and tax 91.77 42.43 (PBDT)

Less: Depreciation 72.80 41.82

Proft/(Loss) before tax (PBT) 18.97 0.61

Provision for current tax 1.16

Provision for tax – earlier years 3.41

Provision for deferred tax 0.62 1.96

Proft after tax (PAT) 18.35 0.90

Add: Surplus brought forward 399.90 402.13

Balance available for appropriation 418.25 403.03

Appropriations:

General Reserve 0.46

Debenture Redemption Reserve (net) 3.12 3.13

Proposed Dividend 2.02

Dividend Distribution tax thereon 0.34

Balance carried forward 412.31 399.90

418.25 403.03

Dividend

Keeping in view the performance of the Company your Directors have decided to recommend payment of dividend calculated at Rs. 0.25 per share as against nil dividend in the immediately preceding previous 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 2012-13. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

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 be 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.

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

There was no employee 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.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Conservation of Energy, Technology Absorption and 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 – B.

Subsidiaries

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 Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures 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 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.dalmiasugar.com.

A statement of the Company''s interest in its subsidiaries mentioned above is attached as required under section 212 of the Companies Act, 1956.

Fixed Deposits

The Company has not accepted any Public Deposits.

Directors

The following Directors retire by rotation at the ensuing Annual General Meeting:

1. Shri J. S. Baijal and

2. Shri B.B. Mehta.

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

Shri Jai H. Dalmia 16,35,010

Shri Y.H. Dalmia 45,41,880

Shri Gautam Dalmia 7,51,990

Shri Puneet Yadu Dalmia 39,28,055

Shri P. Kannan 2,730

Shri J.S. Baijal Nil

Shri M. Raghupathy Nil

Shri T. Venkatesan Nil

Shri B.B. Mehta Nil

Consolidated Financial Statements

As required under clause 41 of the listing agreement, this Annual Report also includes Consolidated Financial Statements for the financial year 2012-13 prepared in accordance with Accounting Standard - 21.

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 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 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.

Cost Auditors

M/s. R.J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct cost audit of the sugar manufacturing, power co-generation and wind farm units for the year ended 31-3-2012, and they have submitted the Cost Audit Reports for the said year on 1-1-2013 . The said firm has been appointed as Cost Auditors to conduct cost audit of the sugar manufacturing units, power co-generation units and wind farm unit for the year ended 31-3-2013.

For and on behalf of the Board

New Delhi (J.S. Baijal)

Dated: 27th 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 31st March, 2012.

FINANCIAL RESULTS

(Rs in Crore)

FY - 12 FY - 11

Net Sales Turnover 712.83 666.81

Profit before interest, depreciation and 92.68 87.85 tax (EBITDA)

Less: Interest and Financial Charges 50.25 48.08

Profit before depreciation and tax 42.43 39.77 (PBDT)

Less: Depreciation 41.82 39.41

Profit/(Loss) before tax (PBT) 0.61 0.36

Provision for current tax 0.24 0.10

Provision for tax - earlier years -2.49 0.41

Provision for deferred tax 1.96 -3.25

Profit after tax (PAT) 0.90 3.10

Add: Surplus brought forward 402.13 806.72

Balance 403.03 809.82

Less: Transfer pursuant to Scheme of - 402.13 Arrangement

Profit available for appropriation 403.03 407.69 APPROPRIATIONS:

General Reserve - 0.08

Debenture Redemption Reserve (net) 3.13 3.13

Interim/Proposed Dividend - 2.02

Dividend Distribution tax thereon - 0.33

Balance carried forward 399.90 402.13

403.03 407.69

DIVIDEND

Keeping in view the need to conserve resources, your Directors do not recommend payment of any dividend for the year under review.

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. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

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 be 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

There was no employee 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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A statement giving details of Conservation of Energy, Technology Absorption and 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 - B.

SUBSIDIARIES

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 Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 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.dalmiasugar.com.

FIXED DEPOSITS

Company has not accepted any fixed deposits during the year.

DIRECTORS

The following Directors retire by rotation at the ensuing Annual General Meeting:

1. Shri M. Raghupathy; and

2. Shri T. Venkatesan.

Shri B.B. Mehta was appointed as an additional Director of the Company in the Meeting of the Board of Directors held on 23-5-2011 and he holds office till the conclusion of the ensuing Annual General Meeting. Shri P. Kannan was appointed as a Director in the vacancy caused by the resignation of Shri P.K. Khaitan and he holds office till the conclusion of the ensuing Annual General Meeting. The Company has received notices pursuant to the provisions of section 257 of the Companies Act, 1956 from a member signifying his intention to propose, the names of Shri B.B. Mehta and Shri P. Kannan as Directors of the Company, at the ensuing Annual General Meeting.

Shri Asanka Rodrigo, Shri Donald M. Peck, Shri M.H. Dalmia and Shri N. Gopalaswamy resigned from the Board of Directors of the Company on 1-6-2011, 7-11-2011, 30-11-2011 and 15-12-2011, respectively. Your Board places on record its appreciation for the valuable contribution made by them during their tenure as a Director of the Company.

Shareholdings in the Company by its Directors as at 31-3-2012, 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 45,41,880

Shri Gautam Dalmia 7,51,990

Shri Puneet Yadu Dalmia 34,92,055

Shri T. Venkatesan 2,000

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.

COST AUDITORS

M/s. R.J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct cost audit of the sugar manufacturing units for the year ended 31-3-2011, and they have submitted the Cost Audit Reports for the said year on 16-8-2011 . The said firm has been appointed as Cost Auditors to conduct cost audit of the sugar manufacturing units, power co-generation units and wind farm unit for the year ended 31- 3-2012.

For and on behalf of the Board

NEW DELHI J.S. Baijal

Dated: 11th May, 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 year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs million) FY11 FY10

Net Sales Turnover 6668 21543

Profit before interest, 879 5117 depreciation and

tax (EBITDA)

Less: Interest and Financial Charges 481 1756

Profit before depreciation and tax 398 3361 (PBDT)

Less: Depreciation 394 1320

Profit/(Loss) Before tax (PBT) 4 2041

Provision for current tax 1 67

Provision for tax - earlier years 4 -

Provision for deferred tax (32) 604

Fringe Benefit tax - -

Profit after Tax(PAT) 31 1370

Add:(i) Surplus brought forward 8067 70911

(ii)Transfer from Debenture 1251 - Redemption Reserve

Balance 8098 8586

Less: Transfer pursuant to Scheme of 4022 -

Arrangement

Profit available for appropriation 4076 8586

APPROPRIATIONS:

General Reserve 1 200

Debenture Redemption Reserve (net) 31 129

Interim/Proposed Dividend 20 162

Dividend Distribution tax thereon 3 27

Balance carried forward 4021 8068

4076 8586

The results for the year under review are not comparable with that of theearlierpreviousyear on account of the implementation of the Scheme of Arrangement, detailed herein below

DIVIDEND

Despite the lower profits, your Directors recommend payment of a final dividend @ 12.5%, i.e. Rs 0.25 per equity share as against a dividend of Rs 21- per equity share paid last year.

OPERATIONS AND BUSINESS PERFORMANCE Please refer to the chapter onManagement Discussion and Analysis for a detailed analysis of the performance of the Company during 2010-11. In addition, working results for key businesses have been provided as an annexure to this report (Annexure -A).

SCHEME OF ARRANGEMENT

With a view to effectively and efficiently cater to the growth Plans of the business segments, the Board of Directors of the Company approved a Scheme of Arrangement between the Company, Dalmia Bharat Enterprises Limited, Avnija Properties Limited and DCB Power Ventures Limited under which certain business undertakings like the refractory, cement and the captive thermal power businesses together with certain subsidiaries were to be demerged into Dalmia Bharat Enterprises Limited, Avnija Properties Limited(now known as Dalmia Cement (Bharat) Limited) and DCB Power Ventures Limited. The said Scheme of Arrangement was sanctioned by the Madras High Court by its order dated 29-7-2010 and was made effective from 1-9-2010. Consequently the operating results for the year 2010-11 comprise the remaining businesses, viz., sugar, Magnesite, travel agency and wind power.

CHANGE IN NAME OF COMPANY

The name of the Company was changed from Dalmia Cement (Bharat) Limited to Dalmia Bharat Sugar and Industries Limited with the approval of the Shareholders in the last Annual General Meeting held on 27th August, 2010. The Registrar of Companies, Tamil Nadu, has approved the said change in the name and had issued the Fresh Certificate of Incorporation consequent upon Change in the Name on 7th September, 2010.

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 be listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock Exchange.

INDUSTRIAL RELATIONS

Barring a two months strike by the workers at Salem, 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 Conservation of Energy, Technology Absorption and 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 - B.

SUBSIDIARIES

The Central Government vide Notification 5/12/2007 -- CL III, dated 8-2-2011 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, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 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 website www. dalmiacement.com.

FIXED DEPOSITS

As at the end of the year, the total amount of deposits remaining due for payment and not claimed by the depositors as on 31st March 2011 was Rs NIL million.

DIRECTORS

The following Directors retire by rotation at the ensuing Annual General Meeting:.

1. Shri J.S. Baijal; and 2. Shri Donald M. Peck.

Shareholdings in the Company by its Directors as at 31-3-2011, are as under:

Name of the Director No.of Shares of Rs21-each held

Shri Jai H.Dalmia 1,635,010

Shri Y.H.Dalmia 751880

Shri Gautam Dalmia 751,990

Shri Puneet Yadu Dalmia 742.055

Shri T. Venkatesan 2,000

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 2010-11.

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

Jai H. Dalmia PuneetYadu Dalmia Vice Chairman Managing Director

Place:New Delhi Dated :23rd May, 2011


Mar 31, 2010

The Directors have pleasure in submitting the Annual Report and Audited Statements of Account of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Million)

FY-10 FY-09

Net Sales Turnover 21543 17536

Profit before interest,

depreciation and tax (EBITDA) 5117 4941

Less: Interest and Financial Charge 1756 1469

Profit before depreciation

andtax(PBDT) 3361 3472

Less: Depreciation 1320 872

Profit before tax (PBT) 2041 2600 Provision for current tax 67 337 Provision for deferred tax 604 657 Fringe Benefit tax - 20

Profit after tax (PAT) 1370 1586

Add: (i) Surplus brought forward 7091 6118

(ii)Transfer from Debenture Redemption Reserve 125 -

Profit available for appropriation 8586 7704

APPROPRIATIONS:

General Reserve 200 200

Debenture Redemption

Reserve (net) 129 129

Interim/Proposed Dividend 162 243

Dividend Distribution tax thereon 27 47

Balance carried forward 8068 7091

8586 704 DIVIDEND

Your Directors had disbursed an interim dividend amounting to Re. 1/- per equity share of face value of Rs. 21- each in February, 2010. In addition to the interim dividend, your Directors have decided to recommend a final dividend amounting to Re. 1 /- per equity share of the face value of Rs. 21- each, thus making the total dividend payout for the year Rs. 21- perequityshareasagainstRs.3/-perequitysharelastyear.

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 2009-10. In addition, working results for key businesses have been provided as an annexure to thisreport(Annexure-A).

SCHEME OF ARRANGEMENT

With a view to effectively and efficiently cater to the growth plans of the business segments, the Board of Directors of the Company have approved a Scheme of Arrangement whereby the refractory, cement and the captive thermal power businesses are being demerged into Dalmia Bharat Enterprises Limited, a wholly owned subsidiaryoftheCompanyandthereafter,thecementand captive thermal power businesses are being transferred, respectively, to Avnija Properties Limited and DCB Power Ventures Limited, two other subsidiaries of the Company. In consideration of the demerger of the businesses, Dalmia Bharat Enterprises Limited will be issuing one Equity Share of Rs. 21- each for every one Equity Share of Rs. 21- each held by the Members of the Company as on the record date to be announced for such purposes.

CORPORATE GOVERNANCE

The Companys 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 Companys shares continue to be listed on the Madras Stock Exchange, National Stock Exchange and Bombay StockExchange.

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 Secretaryatthe Registered Office.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGETRANSACTIONS

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988,formsapartofthisreportasAnnexure-B.

SUBSIDIARIES

The Central Government vide their letter No. 47/255/2010- CL III, dated 15-4-2010 has exempted the Company in terms of Section 212(8) of the Companies Act, 1956, from attaching the Annual Reports of its Subsidiaries. Accordingly,theDirectorsReportandaudited accounts of the Companys Subsidiaries, Kanika Investment Limited, Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D.I. Properties Limited, Avnija Properties Limited, Hemshila Properties Limited, Himshikhar Investment Limited, ArjunaBrokers&Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Solar Power Limited (formerly: Shri Rangam Brokers & Holdings Limited), Dalmia Minerals & Properties

Limited, Dalmia Power Limited (formerly: Seeta Estates & Brokers Limited), Dalmia Bharat Enterprises Limited (formerly: Sri Kesava Mines & Minerals Limited), Sri Shanmugha Mines & Minerals Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, DCB Power Ventures Limited (formerly: Sri Madhava Minerals & Properties Limited), Sri Dhandauthapani Mines & Minerals Limited, Sri Madhusudana Mines and Properties Limited, Sri Trivikrama Mines and Properties Limited, Dalmia Sugar Ventures Limited, and ultimate subsidiaries, 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 31st March 2010 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries mayinspectthesameatthe Head Officeofthe 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 Companys website www.dalmiacement.com.

Avnija Properties Limited (APL), a wholly owned subsidiary of this Company, into which it is proposed to demerge the cement business, has entered into definitive agreements with M/s. KKR Mauritius Limited (KKR) under which fresh equity subscription will be infused into APL to the extent of Rs.7,500million,intranches,foranequitystakeofupto21%. The investment by KKR will be subject to necessary approvals and fulfilment of the agreed conditions precedent. Besides aforementioned, the definitive agreements also contain covenants on affirmative rights to KKR, appointment of nominee directors in APL and exit option including through Initial PublicOffering by APL.

FIXED DEPOSITS

The total amount of deposits remaining due for payment and not claimed by the depositors as on 31 st March 2010 was Rs. 1.08 million in respect of 14 depositors. None of the depositors have approached the Company for renewal/repayment of deposits till date.

DIRECTORS

The following Directors retire by rotation at the ensuing Annual General Meeting:.

1. ShriT.Venkatesan;

2. ShriM.H. Dalmia; and

3. ShriN.Gopalaswamy

Shri Asanka Rodrigo was appointed as an Alternate Director to act in place of Shri Donald M. Peck in the Board Meeting held on 18-3-2010.

Shareholdings in the Company by its Directors as at 31-3- 2010,areasunder:

Name of the Director No. of Shares of Rs. 21- each held

Shri J.H. Dalmia 16,35,010

Shri Y.H. Dalmia 602,380

Shri Gautam Dalmia 6,77,290

Shri Puneet Dalmia 7,42,055

ShriT.Venkatesan 2,000

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 2009-10.

CEO/CFO REPORT ON ACCOUNTS

As required under clause 49 of the Listing Agreement, the CEO/CFOs 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 thatarereasonableandprudentsoas 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 profitoftheCompanyforthatperiod;

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 and M/s. S.R. Batliboi & Co., Chartered Accountants, the Joint 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 both of 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

Dated:May26,2010 CHAIRMAN



 
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