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Directors Report of Dalmia Bharat Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting their 10th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2022-23.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

FINANCIAL HIGHLIGHTS

Particulars

Standalone

('' Crore) Consolidated

2022-23

2021-22

2022-23

2021-22*

Revenue from operations

132

135

13,540

11,286

Profit before finance costs, depreciation and tax

214

235

2,454

2,586

Less: Finance costs

3

4

234

202

Profit before depreciation and tax

211

231

2,220

2,384

Less: Depreciation and amortisation

6

6

1,305

1,235

Profit before share of profit/ (loss) in associate and joint venture and exceptional items

205

225

915

1,149

Add: Share of profit in associate and joint ventures

-

-

554

5

Less: Exceptional items (net)

-

30

144

2

Profit before tax from continuing operations

205

195

1,325

1,152

Tax expense:

Current tax

11

6

32

25

Deferred tax charge/ (credit)

(1)

(5)

239

279

Tax adjustments for earlier years

(0)

11

(29)

11

Total tax expense of continuing operations

10

12

242

315

Profit after tax for the year from continuing operations

195

183

1,083

837

Net profit/ (loss) for the year from discontinued operations

-

-

(4)

8

Profit for the year

195

183

1,079

845

Profit attributable to non controlling interest

-

-

44

29

Profit attributable to owners of the Parent

195

183

1,035

816

Other comprehensive income/ (loss)

(185)

383

(1,313)

1,815

Total comprehensive income

10

566

(234)

2,660

Basic EPS - Continuing operations

10.41

9.75

55.44

43.15

Basic EPS - Discontinued operations

-

-

(0.22)

0.45

Basic EPS

10.41

9.75

55.22

43.60

Retained earnings: Balance of profit for earlier years

344

263

4,825

3,641

Add: Profit for the year (attributable to owners of the Parent)

195

183

1,035

816

Add: Transfer from debenture redemption reserve

-

-

0

19

Add: Other comprehensive income/ (loss) recognised in retained earnings

1

(2)

2

(2)

Add: Transfer of realised gain on sale of equity instruments through other comprehensive income

-

-

-

460

Less: Transfer to debenture redemption reserve

-

-

0

(0)

Less: Share of deemed capital contribution transferred to non-controlling interest

-

-

-

9

Less: Dividends paid on equity shares

169

100

169

100

Retained earnings: Balance to be carried forward

371

344

5,693

4,825

* Restated, refer note 59(b) of consolidated financial statements.


OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

On a standalone basis, your company recorded net revenue of '' 132 crore for the FY 2022-23 registering a marginal decline of 2.55% as compared to the net revenue of ''135 crore in the FY 2021-22; Earnings before Finance Costs, Depreciation and Taxes stood at '' 214 crore in FY 2022-23 as compared to ''235 crore in FY 2021-22 and earned profit before tax of ''205 crore during the FY 2022-23 as compared to ''195 crore profit earned in the FY 2021-22.

The consolidated performance of the Company, its subsidiaries, associate and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

Your company achieved a significant milestone in the financial year 2022-23. On a consolidated basis, the net revenue reached ''13,540 crore, marking a notable growth of 20% compared to the previous financial year''s net revenue of ''11,286 crore. However, there was a slight decline in the earnings before finance costs, depreciation, and taxes, which stood at ''2,454 crore in FY 2022-23, representing a decrease of 5.11% compared to ''2,586 crore in FY 2021-22.

Despite this decline, the company performed well in terms of profit. The profit before tax in FY 2022-23 amounted to ''1,325 crore, registering a growth of 15.02% when compared to ''1,152 crore earned in the financial year 2021-22. Moreover, the profit after tax for FY 2022-23 reached ''1,079 crore, showing an impressive growth rate of 27.69% compared to ''845 crore earned in FY 2021-22.

UPDATES ABOUT THE SUBSIDIARIES(i) Composite Scheme of Murli Industries Limited

The Composite Scheme of Arrangement and Amalgamation, approved and sanctioned by the Honorable National Company Law Tribunal, Chennai Bench, through its Order(s) dated June 10, 2022, involved the following steps:

(a) Demerger: The Paper and Solvent Extraction Undertakings of Murli Industries Limited were demerged into two wholly owned subsidiaries of Dalmia Cement (Bharat) Limited (''DCBL''), namely Ascension Mercantile Private Limited and Ascension Multiventures Private Limited.

(b) Amalgamation: Subsequently, Murli Industries Limited having remaining business was amalgamated with DCBL.

The implementation of this Composite Scheme took effect from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours). As a result of the Scheme''s implementation, Murli Industries Limited merged with DCBL.

(ii) Amalgamation of Dalmia DSP Limited

The National Company Law Tribunal (NCLT), Kolkata and NCLT, Chennai, have granted their approval for the Scheme of Amalgamation between Dalmia DSP Limited and DCBL. NCLT, Kolkata approved it on February 15, 2022, while the NCLT, Chennai approved it on June 10, 2022.

Effective from July 1, 2022, with the appointed date being March 31, 2020 (at close of business hours), the Scheme of Amalgamation was implemented. As a result, Dalmia DSP Limited merged with DCBL.

(iii) Dalmia Bharat Green Vision Limited:

Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of DCBL, was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar to add 5.5 MnTPA cement capacity. The North Bihar project with capacity of 2.5 MnTPA is deferred for the time-being. Except the North Bihar project, the capacity in other two plants are expected to be added in FY 2024.

(iv) Capacity Enhancement(s) / Acquisitions / Divestment

During the year under review, DCBL, wholly owned subsidiary of the Company, entered into a Definitive Agreements for the acquisition of Clinker, Cement and Power Plants from Jaiprakash Associates Limited and its associate having total cement capacity of 9.4 MnT (along with Clinker capacity of 6.7MnT and Thermal Power plants of 280MW) at an Enterprise Value of ''5,836 Crore. These assets are situated in the states of Madhya Pradesh, Uttar Pradesh & Chhattisgarh.

During the year, DCBL has also enhanced its Cement capacity to 38.6 MnT; Clinker Capacity to 21.7 MnT; Solar Power capacity to 100 MW and West Heat Recovery System Power to 66 MW. In addition to that, 2nd Cement line at Jharkhand Bokaro Cement Manufacturing Works with 2.5 MnT capacity has been set up and trial production and sales invoicing begun.

In a bid to exit from the non-core business, on April 25, 2023, DCBL has sold its entire investment of 1,87,23,743 equity Shares of ''10 each (42.36% of share capital) of Dalmia Bharat Refractories Limited, an associate company, at a consideration of ''800 crore to M/s Sarvapriya Healthcare Solutions Private Limited (Sarvapriya), a promoter group company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

The Board of Directors at their meeting held on April 25, 2023, has recommended payment of ''5/- (@250%) per equity share of the face value of ''2/- each as final dividend for the financial year ended March 31, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the AGM.

During the year under review, the Board of Directors of the Company at their meeting held on November 2, 2022, also declared an Interim dividend of ''4/- (@200%) per equity share of the face value of

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company had 30 Direct and Indirect subsidiaries and 7 Direct and Indirect Associate Companies and 2 Joint Ventures.

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2023 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

During the year under review, Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) are the material unlisted subsidiaries of the Company in terms of the Listing Regulations as amended from time to time and the Company''s Policy for determining material subsidiary.

The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/ pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2022-23 are as under:

No Name of Company

Status (subsidiary / joint venture / associate)

Added/ Ceased

Effective date*

1. Dalmia DSP Limited

Subsidiary

Ceased

July 1, 2022 (appointed date close of business

2. Murli Industries Limited

Subsidiary

Ceased

hour on March 31, 2020)

* Pursuant to implementation of the scheme(s) from July 01, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Retirement by rotation and subsequent reappointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sh. Yadu Hari Dalmia, Non-Executive Director of the Company, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible offers himself for reappointment. Appropriate resolution for his reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Sh. Yadu Hari Dalmia and other related information as stipulated under Regulation 36 (3) of the Listing Regulations, is appended in the Notice of AGM.

II. Appointment/Resignation/Cessation:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the following were the Key Managerial Personnel of the Company as on March 31, 2023

1. Mr. Gautam Dalmia, Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja, Chief Financial Officer

4. Mr. Rajeev Kumar, Company Secretary

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing Regulations and they have registered their names in the Independent Director''s Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, your Board has constituted several Committees of the Board namely (a) Audit Committee (b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee

The details with respect to the compositions, number of meetings held during the financial year 2022-23 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the Annual Report.

Apart from above, the Board constitutes several operational committees from time to time.

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 formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors of the Company;

(b) 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 Act and the Listing Regulations;

''2/- each. The interim dividend was paid to the shareholders on November 21, 2022.

The total dividend for the financial year 2022-23, including the proposed final dividend, amounts to ''9/- (@450%) per equity share of the face value of ''2 each consistent with the dividend of ''9/- (@450%) per equity share of the face value of ''2 each paid for the previous financial year 2021-22.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The Board of Directors recommends the dividend after considering the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at:

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 Company''s website www.dalmiabharat.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.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met Six (6) times, i.e., on May 9, 2022, June 16, 2022, August 4, 2022, November 2, 2022, December 12, 2022 and February 4, 2023. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

https://www.dalmiacement.com/wp-content/themes/DalmiaCement/

assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed to transfer any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and form an integral part of this Annual Report.

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

(d) to recommend policy relating to the remuneration of Directors, KMPs and Senior Management Personnel to the Board of Directors to ensure:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and employees to effectively and qualitatively discharge their responsibilities;

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) Align the growth of the Company and development of employees and accelerate the performance;

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

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 https://www.dalmiacement.com/wp-content/uploads/2023/06/2.-DBL-Nomination-and-Remuneration-Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2022-23.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation

https://www.dalmiacement.com/wp-content/uploads/2023/05/DBL-

ESOP-Disclosure-as-on-March-31-2023.pdf

A certificate from the Secretarial Auditor of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company''s website at https://www.dalmiacement.com/wp-content/uploads/2023/06/ DBL-Annual-Return-2022-2023.pdf

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 eight decades. The CSR of the Group is based on the principal of Gandhian Trusteeship. For over eight 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 CSR 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 Board of Directors of your Company has formulated and adopted a policy on CSR. The said policy was revised during the year keeping in view the changes in related provisions. The said policy can be accessed at: https://www.dalmiacement.com/wp-content/ uploads/2022/09/Corporate-Social-Responsibility-Policy.pdf

During the year under review, the Company has spent an aggregate amount of ''2.58 Crore towards CSR activities as against the spending requirement of ''96.83 lakhs, being 2% of average net profit. As a result, the excess amount spent would be carried forward for set off in next financial year(s).

The annual report on CSR activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent ''17.50 crore in FY 2022-23 towards CSR.

Please refer to CSR Report and Social and Relationship Capital section in the IR for further details.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be

was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) In preparation of the annual accounts for the year ended March 31, 2023, 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 operating effectively; and

(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details 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 as amended from time to time are provided

in the prescribed format and 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.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings and Mr. Yadu Hari Dalmia as Advisor, from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2022-23 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian, Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is also attached to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 1,11,688 equity shares of ''2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post such allotment of shares, the Issued, Subscribed and Paid up equity share capital of the Company is ''37.49 crore constituting of 18,74,80,361 equity shares of ''2/- each.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the "DBL ESOP Scheme 2018" of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at

considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year to align it with the amendments in the Listing Regulations. The said policy is available on Company''s website at https://www.dalmiacement.com/wp-content/uploads/2022/09/ Policy-on-Related-Party-Transactions.pdf

RISK MANAGEMENT

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company has Risk Management Committee which monitors and reviews the risk management plan / process. The Company has also appointed a Chief Risk Officer and 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 processes with respect to all probable risks that the organisation could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by Internal audit conducted by reputed external firm of Chartered Accountants on selected functions such as Human Resource, Logistics, material movement, legal Compliances, 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.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations as amended from time to time, 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, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower-Policy-and-Vigil-Mechanism.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to ensure that all are treated with dignity and respect. Company has zero tolerance towards any action of any executive which may fall under the ambit of ''Sexual Harassment'' at workplace and is fully committed to uphold and maintain the dignity of every women working in your Company. The Human Resource and the Legal 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 2022-23, no complaint was received by ICC.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Your Company has given loans and guarantees, provided security and made investments in other Companies with the requisite approval and in compliance 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 no 35.

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 disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:

Foreign Exchange earnings and outgo

'' In crore

Foreign Exchange

^^^^2022-2023

2021-2022

Earnings

Nil

Nil

Outgo

2.67

2.52

AUDITORS AND AUDITOR’S REPORT

A. Statutory Auditors and their report

M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co. LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

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) Profit before tax from continuing operations for the financial year ended March 31, 2023 was lower by ''203 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (b) accounting of the composite scheme of arrangement and amalgamation from the appointed date i.e. closing business hours of March 31, 2020 as approved by the Hon''ble National Company Law Tribunal, though the scheme has become effective on July 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(iii), and note no 59(b) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2023, which are self-explanatory and do not call for any further comments and explanation.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2022-23.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2022-23 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited (Formerly known as Calcom Cement India Limited) material subsidiaries, has also been carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is available at Company''s website at www.dalmiabharat.com.

C. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted any deposits under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2023 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services continuously being rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

P.K. Khaitan

Chairman

Place: New Delhi DIN-00004821

Date: May 26, 2023



Mar 31, 2022

Your Directors have pleasure in presenting their 9th Report along with the audited financial statements including the consolidated financial statements for the financial year ("FY") 2021-22.

The state of affairs of the Company comprising the performance of its business relating to providing management services and cement business of its subsidiaries are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report.

Financial Highlights

(? in Crore)

Standalone

Consolidated

Particulars

2021-22

2020-21

2021-22

2020-21 1

Revenue from operations

135

148

11,286

10,110

Profit before finance costs, depreciation and tax

235

56

2,581

2,943

Less: Finance costs

4

11

202

303

Add: Foreign currency fluctuation (net)

-

-

5

8

Profit before depreciation and tax

231

45

2,384

2,648

Less: Depreciation and amortisation

6

11

1,236

1,250

Profit before exceptional items and tax expense

225

34

1,148

1,398

Less: Exceptional items (net loss)

30

-

2

34

Profit before tax

195

34

1,146

1,364

Tax expense:

Current tax

6

17

187

30

Deferred tax charge/ (credit)

(5)

(7)

(211)

385

Tax adjustments for earlier years

11

(1)

10

(237)

Total tax expense of continuing operations

12

9

(14)

178

Profit after tax before share of profit in associate and joint ventures

183

25

1,160

1,186

Share of profit in associate and joint ventures

-

-

5

(1)

Net profit for the year from continuing operations

183

25

1,165

1,185

Net profit/ (loss) for the year from discontinued operations

-

-

8

(2)

Profit for the year

183

25

1,173

1,183

Profit attributable to non-controlling interest

-

-

29

12

Profit attributable to owners of the Parent

183

25

1,144

1,171

Other comprehensive income

383

193

1,815

1,293

Total comprehensive income

566

218

2,988

2,476

Balance of profit for earlier years

263

238

3,526

2,170

Add: Profit for the year (attributable to owners of the Parent)

183

25

1,144

1,171

Add: Transfer from debenture redemption reserve

-

-

19

36

Add: Other comprehensive income/ (loss) arising from remeasurement of defined benefit obligations (net of tax)

(2)

1

(2)

(3)

Add: Transfer of realised gain on sale of equity instruments through other comprehensive income

-

-

460

149

Add: Transfer from reserves

-

-

-

4

Less: Transfer to Debenture Redemption Reserve

-

-

0

-

Less: Transfer to capital redemption reserve

-

1

-

1

Less: Share of deemed capital contribution transferred to noncontrolling interest

-

-

9

-

Less: Dividends paid on equity shares

100

-

100

-

Balance carried forward to the Balance Sheet

344

263

5,038

3,526

Overview of Operational and Financial Performance

On a standalone basis, your company recorded net revenue of '' 135 crore for the FY 2021-22 registering a decline of 9 % as compared to the net revenue of '' 148 crore in the FY 2020-21; Earnings before Finance Costs, Depreciation and Tax stood at '' 235 crore in FY 202122 as compared to '' 56 crore in FY 2020-21 and earned profit before tax of '' 195 crore during the FY 2021-22 as compared to '' 34 crore profit earned in the FY 2020-21.

The consolidated performance of the Company, its subsidiaries, associates and joint venture companies (collectively referred to as "the Group") has been detailed at appropriate places in this report.

On a consolidated basis, your Company recorded net revenue of '' 11,286 crores for the FY 2021-22 registering a growth of 12% as compared to the net revenue of '' 10,110 crore in the FY 2020-21; Earnings before Finance Cost, Depreciation and Taxes stood at '' 2,581 crore in FY 2021-22 as compared to '' 2,943 crore in FY 202021 registering a decline of 12%; earned profit before tax of '' 1,146 crore during the FY 2021-22 registering a decline of 16% as compared to '' 1,364 crore earned in the financial year 2020-21 and earned profit after tax of '' 1,165 crore in FY 2021-22 as compared to '' 1,185 crore earned during FY 2020-21 registering a marginal decline of 2%.

Updates about the subsidiaries

(i) Murli Industries Limited

During the year, Murli Industries Limited(MIL) commenced commercial production at its cement plant in Chandrapur district, Maharashtra with 2.9 MnT cement capacity. MIL spent for the revival, modernisation, expansion and installing green manufacturing equipment such as waste heat recovery systems, solar power, green fuel systems and robotic labs for enhanced quality monitoring.

The Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited into Ascension Mercantile Private Limited and Ascension Multiventures Private Limited (both wholly owned subsidiaries of Dalmia Cement (Bharat) Limited), respectively, followed by (b) Amalgamation of Murli Industries Limited with Dalmia Cement (Bharat) Limited, have since been approved by the National Company Law Tribunal Chennai/ Mumbai, the formal order is awaited. The appointed date for the said Scheme is closing business hours of March 31, 2020.

(ii) Amalgamation of Dalmia DSP Limited

The Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited, has been approved by the National Company Law Tribunal ("NCLT"), Kolkata on February 15, 2022. The matter had been heard by the NCLT, and the order is awaited. The appointed date for the said Scheme is closing business hours of March 31, 2020.

(iii) Restructuring of Refractory business in Dalmia Cement (Bharat) Limited:

The Scheme of Arrangement between Company''s subsidiary namely Dalmia Cement (Bharat) Limited (''DCBL'') and its then subsidiary namely Dalmia Bharat Refractories Limited (''DBRL'') (''Scheme 1''), and the Scheme of Amalgamation of Dalmia Refractories Limited (''DRL'') and its then subsidiary GSB Refractories India Private Limited (''GSB India'') with DBRL (''Scheme 2''), were approved by the National Company Law Tribunal, Chennai (NCLT), vide order(s) dated February 3, 2022.

On filing of the said order(s) with the respective Registrar of Companies, the Scheme(s) became effective on March 1, 2022 and has been given effect to from their respective Appointed Date(s) i.e. April 1, 2019 and April 1, 2020.

Pursuant to aforesaid Scheme(s) becoming effective, the refractory undertaking of DCBL stands transferred and vested to DBRL from the Appointed Date i.e. April 1, 2019. Further, DBRL and its subsidiaries namely Dalmia OCL Limited, OCL Global Limited and OCL China Limited ceased to be subsidiary of DCBL and become an associate(s) of DCBL with effect from April 1, 2020.

(iv) Capacity Enhancement(s)

During the year under review, Dalmia Cement (Bharat) Limited (''DCBL''), wholly owned subsidiary of the Company, added 5.15 MnT of Grinding Capacity (2.25 MnT at Dalmia DSP Unit- II, near Cuttack, Odisha and 2.9 MnT at Murli Plant in Maharashtra) which led to increase in its capacity from 30.75 MnT in financial year 2021 to 35.9 MnT in financial year 2022.

During the year, DCBL has also doubled its renewable energy capacity from 32 MW in financial year 2021 to 63 MW in financial year 2022. This included 9.4 MW of Waste Heat Recovery System (WHRS) at Kadapa; 17.5 MW of Solar Power at Kapilas cement works and 4.6 MW of Solar Power at Bengal plant.

In addition to the above, DCBL has added 32 MW of Thermal Power through acquisition of Murli Industries Limited.

Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of the Dalmia Cement (Bharat) Limited, was incorporated to set up three green field cement projects in Tuticorin, South Chennai and North Bihar to add 5.5 MnTPA cement capacity. The said capacity expected to be added in FY 2024.

In a bid to exit from the non-core business areas, DCBL has completed the sales of Hippo Stores, generating cash of '' 155 crore. Besides, 5.2% stake in India Energy Exchange (IEX) was disposed off by the subsidiaries for '' 614 crore.

Management Discussion and Analysis Report

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business, risks and concerns and material developments during the financial year under review.

Dividend

The Board of Directors at their meeting held on May 09, 2022, has recommended payment of '' 5/- (@250%) per equity share of the face value of '' 2/- each as final dividend for the financial year ended March 31, 2022. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The recommended final dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

During the year under review, the Board of Directors of the Company at their meeting held on October 27, 2021, declared an Interim dividend of '' 4.00 (@200%) per equity share of the face value of '' 2/- each. The interim dividend was paid to the shareholders on November 17, 2021.

The total dividend amount for the financial year 2021-22, including the proposed final dividend, amounts to '' 9/- (@450%) per equity share of the face value of '' 2 each as against the total dividend of '' 1.33 (@66.50%) per equity share of the face value of '' 2 each paid for the previous financial year 2020-21.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend is recommended based on the financial and nonfinancial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at: https://www. dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/ dbl-industries/Dividend-Distribution-Policy.pdf

Transfer to General Reserves

Your Directors have not proposed to transfer any amount to the General Reserve.

Consolidated Financial Statements

The consolidated financial statements of your Company for the Financial Year 2021-22, are prepared in compliance with applicable provisions of the Companies Act, 2013 (''the Act"), Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and forms an integral part of this Annual Report.

Subsidiaries, Associates and Joint Venture Companies

A report containing the salient features of the financial statements of the Company''s subsidiaries, joint ventures and associate companies for the financial year ended March 31, 2022 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure 1 and forms an integral part of this Annual Report.

Dalmia Cement (Bharat) Limited is the material unlisted subsidiary of the Company in terms of the Listing Regulations as amended from time to time and the Company''s Policy for determining material subsidiary. The said policy may be accessed at the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2021-22 are as under:

S.

No.

Name of Company

Status (subsidiary / joint venture / associate)

Added/ Ceased

Effective date

1.

Dalmia Bharat Green Vision Limited

Subsidiary Company

Added

May 22, 2021

2.

OCL Global Ltd

Subsidiary Company

Ceased

April 1, 2020*

3.

OCL China Limited

Subsidiary Company

Ceased

April 1, 2020*

4.

Dalmia OCL Limited

Subsidiary Company

Ceased

April 1, 2020*

5.

Dalmia Bharat Refractories Limited

Associate Company

Added

April 1, 2020*

* Pursuant to implementation of the scheme(s) from March 01, 2022.

reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Dr. Niddodi Subrao Rajan and other related information has also been detailed in the Notice of AGM.

II. Appointment/Resignation/Cessation:

As reported earlier, Sh. Jai Hari Dalmia, Promoter and NonExecutive Director of the Company passed away on July 08, 2021. He has been the guiding light for the Dalmia Bharat Group and played a crucial leadership role for over five decades with the Group. The Board places on record its sincere appreciation for the valuable contribution of Late Sh. Jai Hari Dalmia.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2022

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Dr. Sanjeev Gemawat, Group General Counsel & Company Secretary

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 Company''s website www.dalmiabharat.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.

Number of Board Meetings

During the year under review, the Board of Directors of the Company met four (4) times, i.e., on April 29, 2021, July 27, 2021, October 27, 2021 and January 27, 2022. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Directors and Key Managerial Personnel I. Retirement by rotation and subsequent re-appointment:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Dr. Niddodi Subrao Rajan, Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for

III. Declaration of Independence from Independent Directors:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

Committees of the Board

There are five statutory Committees of the Board namely (a) Audit Committee (b) Stakeholders'' Relationship Committee (c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee.

The details with respect to the compositions, number of meetings held during the FY 2021-22 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the 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 Listing 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 https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Nomination%20and%20Remuneration%20Policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv) Performance of all Committees of Board for the Financial Year 2021-22.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions

of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/ support to the Management outside Board/Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on the feedback of the Directors and after due deliberations and taking into account the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

(a) I n preparation of the annual accounts for the year ended March 31, 2022, 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 operating effectively; and

(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Particulars of Remuneration of Directors, Key Managerial Personnel and Employees

Disclosure pertaining to remuneration and other details 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 are provided in the prescribed format and 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.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission, except sitting fees for attending meetings, from the Subsidiary Company of your Company.

Corporate Governance Report

In compliance with the provisions of Listing Regulations a separate report on the Corporate Governance for the financial year 2021-22 forms an integral part of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian, Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority is attached to the Corporate Governance Report.

Business Responsibility and Sustainability Report

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

Changes in Share Capital

During the year under review, the Company has issued 2,51,160 equity shares of '' 2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post taking into account the said issue of shares, the Issued, Subscribed and Paid up equity share capital of the Company is '' 37.47 crore constituting of 18,73,68,673 equity shares of '' 2/- each.

Employees’ Stock Option Scheme

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited ("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions. During the year under review, there has been no material change in the ''DBL ESOP Scheme 2018'' of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ uploads/2022/05/DBL-ESOP-Disclosure-as-on-March-31-2022.pdf

A certificate from the Secretarial Auditors of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder''s resolution will be made available electronically for inspection by the members during the AGM.

Annual Return

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company''s website at https://www.dalmiacement.com/wp-content/themes/ DalmiaCement/assets/pdf/DBL-Annual-Return-2021-2022.pdf

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 eight decades. The Corporate Social Responsibility of the Group is based on the principal of Gandhian Trusteeship. For over eight 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 Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility. The said policy was revised during the year keeping in view the changes in related provisions. The said policy can be accessed at: https://www. dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/ dbl-industries/Corporate-Social-Responsibilitv-Policv.pdf

The Company has spent an aggregate amount of '' 1.33 crore towards corporate social responsibility activities during the FY 2021-22.

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent '' 12.81 crore in FY 202122 towards Corporate Social Responsibility.

Related Party Transaction Policy and Transactions

Related Party Transactions entered during the year under review are on an arm''s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions. The said policy was revised during the year keeping in view the amendments in the legal provisions. The said policy is available on Company''s website at https://www.dalmiacement. com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policv-on-Related-Partv-Transactions.pdf


Risk Management

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The Company has appointed a Chief Risk Officer and 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 processes with respect to all probable risks that the organisation could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by external auditing of selected functions such as Human Resource and Labour Law Compliances, 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.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 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, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimisation to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company''s website at https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower-Policv-and-Vieil-Mechanism.pdf

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 2021-22, no complaint was 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 no 36.

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 disclosure of foreign exchange earnings and outgo, in terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given hereunder:

Foreign Exchange earnings and outgo

'' crore

Foreign Exchange

2021-2022

2020-2021

Earnings

Nil

Nil

Outgo

2.52

2.47

Auditors and Auditor’s Report

A. Statutory Auditors and their report

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to hold office till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2026.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

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) Restatement done by the management of Company in accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors on account of reclassification of its equity investments in Dalmia Bharat Sugar and Industries Limited; (b) Profit before tax from continuing operations for the financial year ended March 31, 2022 was lower by '' 203 Crore, in view of amortisation

of goodwill pursuant to the National Company Law Tribunal approved Scheme of Arrangement and Amalgamation; (c) in respect of dispute between one of the Company''s subsidiary namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG) shareholder of a step down subsidiary. During the year, Arbitral Tribunal has passed the Award according to which DCBL has to pay '' 30 Crore along with interest and cost of arbitration amounting to '' 16 Crore to BG. The Award has further rejected DCBL''s claim of refund of '' 59 Crore in respect of investment in optionally redeemable convertible debentures and awarded to transfer 0.01% equity in Saroj Sunrise Private Limited (a BG Group company) against it. Based on the legal opinion, DCBL has challenged the above arbitral award before the Hon''ble Delhi High Court. The Court has stayed the operation and execution of the Award qua the amounts awarded against DCBL subject to deposit of certain amounts with the Court, which deposit has been made. Management is of the view that no adjustments are required towards the interest, charges and impairment of investment in these consolidated financial Statements; (d) Release of mutual fund units to DCBL pursuant to Hon''ble Supreme Court order, upon furnishing of Bank Guarantee of '' 344 Crore in Trial Court; and (e) accounting of the scheme(s) from the appointed dates being April 1, 2019 and April 1, 2020, respectively as approved by the National Company Law Tribunal, though the schemes has become effective on March 1, 2022 and restatement of comparative for the previous year by the management of DCBL.

The said Emphasis of Matters have been explained and clarified in note no. 62, note no. 4(b)(ii), note no. 37(B) ; note no. 9(i)(2) and note no. 54 of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2022, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2021-22.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 2021-22 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited, a material subsidiary, has also been carried out. Copy of Secretarial Audit Report of Dalmia Cement (Bharat) Limited is available at Company''s website at www.dalmiabharat.com.

C. Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Deposits

During the year under review, the Company has not accepted any deposits from the public/member under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Compliance with Secretarial Standards

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

Significant/Material orders passed by the Regulators

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

Material changes and commitments affecting the financial position

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2022 and the date of the report.

No application has been made under the Insolvency and Bankruptcy Code

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

No difference in valuation

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Acknowledgement & Appreciation

Your Directors 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

P.K. Khaitan

Place: New Delhi Chairman

Dated: May 09, 2022 DIN-00004821

1

During the year, the Group has given accounting effect of Scheme of Arrangement between Company''s subsidiary namely Dalmia Cement (Bharat) Limited and its then subsidiary namely Dalmia Bharat Refractories Limited (''DBRL'') (''Scheme 1''), and the Scheme of Amalgamation of Dalmia Refractories Limited (''DRL'') and its then subsidiary GSB Refractories India Private Limited (''GSB India'') with DBRL (''Scheme 2'') from their respective Appointed Date(s) i.e. April 1, 2019 and April 1, 2020, after the Schemes were approved by National Company Law Tribunal, Chennai vide its Order dated February 3, 2022. The consolidated financial statements for the year ended March 31, 2021 have been restated to give impact of the aforesaid NCLT order. Accordingly, comparative figures for previous year have been given on the basis of restated consolidated financial statements.


Mar 31, 2021

Your Directors have pleasure in presenting their 8th report along with the audited financial statements for the financial year (“FY”) 2020-21 prepared on standalone and consolidated basis. The consolidated performance of the Company, its subsidiaries and joint venture companies (collectively referred to as "the Group”) has been detailed at appropriate places in this report.

FINANCIAL HIGHLIGHTS

('' Crore)

Particulars

Standalone

Consolidated

2020-21

2019-20

2020-21

2019-20

Revenue from operations

148

151

10,522

9,674

Profit before finance costs, depreciation and tax

56

166

2,965

2,323

Less: Finance costs

11

4

303

415

Less: Foreign currency fluctuations (net)

-

-

(8)

23

Profit before depreciation and tax

45

162

2,670

1,885

Less: Depreciation and amortisation

11

9

1,262

1,528

Profit before tax

34

153

1,408

357

Current income tax

17

19

22

114

Deferred tax charge/(credit)

(7)

(3)

374

(16)

Tax adjustments for earlier years

(1)

2

(231)

21

Total tax expense

9

18

165

119

Profit after tax

25

135

1,243

238

Profit attributable to non-controlling interest

-

-

12

14

Profit attributable to owners of the Parent

25

135

1,231

224

Other comprehensive income

1

0

1,095

(211)

Total comprehensive income

26

135

2,338

27

Balance of profit for earlier years

238

180

2,170

1,844

Add: Profit for the year (attributable to owners of the Parent)

25

135

1231

224

Add: Transfer from debenture redemption reserve

-

-

36

195

Add: Other comprehensive income / (loss) arising from re-measurement of defined benefit obligation (net of income tax)

1

0

(3)

(6)

Add: Transfer of realised gain on sale of equity instruments through other comprehensive income

-

-

149

7

Less: Transfer to capital redemption reserve

1

-

1

-

Less: Transfer to Reserves

-

-

-

1

Less: Dividends paid on equity shares

-

77

-

77

Less: Dividend distribution tax

-

-

-

16

Balance carried forward to the Balance Sheet

263

238

3,582

2,170

OPERATIONS AND BUSINESS PERFORMANCE

Cement has been the first sector to come out from the impact of COVID related disruptions. During the financial year 2020-21, the cement demand growth has been robust, with your company achieving a 7% volume growth year on year. There are tremendous opportunities that lie ahead given that honourable Finance Minister in her annual budget increased the budgetary allocation for infrastructure by an unprecedented 34.5%. The budget has significantly increased the capital outlay for road transport by 34.9%, for railways by 36.3% and for metros by 8.7%. The setting up of new Development Financial Institution with an initial allocation of '' 20,000 crore is a big positive for infrastructure financing.

With normalising of the economy, the demand for the sector is gaining momentum driven by the rural recovery, increase

in the construction of rural infrastructure and low-cost housing. A steady pick up has been witnessed in housing and government infrastructure projects which has resulted in reviving the demand in urban India.

The challenge for the industry and your Company is the increase in commodity pricing specially the petcoke, imported coal, diesel and slag. This has been the focus area for the Company during the ensuing year and the coming years.

On a standalone basis, your company recorded net revenue of '' 148 crore for the FY 2020-21 registering a decline in growth of 1.97% as compared to the net revenue of '' 151 crore in the FY 2019-20; Earnings before finance costs, depreciation and tax stood at '' 56 crore in FY 2020-21 as compared to '' 166 crore in FY 2019-20 and earned profit before tax of '' 34 crore during the FY 2020-21 as compared to '' 153 crore profit earned in the FY 2019-20.

On a consolidated basis, your Company recorded net revenue of '' 10,522 crore for the FY 2020-21 registering a growth of 8.77% as compared to the net revenue of '' 9,674 crore in the FY 2019-20; Earnings before finance costs, depreciation and tax stood at '' 2,965 crore in FY 2020-21 as compared to '' 2,323 crore in FY 2019-20 registering a growth of 27.64%; earned profit before tax of '' 1408 crore during the FY 202021 registering a growth of 294.40% as compared to '' 357 crore earned in the financial year 2019-20 and earned profit after tax of '' 1,243 crore as compared to '' 238 crore during FY 2020-21 registering a growth of 423%.

MATERIAL EVENTS IN SUBSIDIARIES

(A) STATUS OF ACQUISITION / REVIVAL OF MURLI INDUSTRIES LIMITED

During the year under review, Dalmia Cement (Bharat) Limited (DCBL) (a wholly owned subsidiary of the Company) completed the acquisition of Murli Industries Limited, having an integrated cement manufacturing plant with an installed capacity of 3 MnT in Chandrapur District, Maharashtra along with a captive thermal power plant of 50 MW, in terms of the Resolution Plan approved by the National Company Law Tribunal and upheld by National Company Law Appellate Tribunal.

The Resolution Plan became operational with effect from August 25, 2020, being the effective date. The powers of the Board of Directors, which were vested in the Managing Committee comprising of the representatives of the Committee of Creditors till the effective date, got vested in the reconstituted Board of Directors with nominees of DCBL.

During the year under review, DCBL and Murli Industries Limited made the payments to creditors / employees / operational creditors in accordance with the Resolution Plan and Murli Industries Limited became subsidiary of DCBL with effect from September 10, 2020. Further, upon extinguishment of existing share capital, Murli Industries Limited became a wholly owned subsidiary of DCBL with effect from November 05, 2020. The acquisition of Murli Industries Limited further strengthened Group’s presence in western region. The cement and clinker production at Murli Industries Limited would commence in the FY 2021-22.

(B) SCHEME OF AMALGAMATIONS/ ARRANGEMENTS IN SUBSIDIARIES:

(i) Amalgamation of Murli Industries Limited

The Board of Directors of Dalmia Cement (Bharat) Limited and Murli Industries Limited, in their respective Board meetings held on March 23, 2021, have approved the Composite Scheme of Arrangement and Amalgamation for (a) Demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited into Ascension Mercantile Private Limited and Ascension Multiventures Private Limited (both wholly owned subsidiaries of Dalmia Cement (Bharat) Limited), respectively, followed by (b) Amalgamation of Murli Industries Limited with Dalmia Cement (Bharat) Limited. All the involved companies after approval of the Scheme by their respective Boards, have filed their respective company application(s) before

the National Company Law Tribunal, Chennai and Mumbai for approval of the said Scheme of Arrangement and Amalgamation. The Composite Scheme is pending consideration by the respective NCLT The appointed date for the said Scheme is closing business hours of March 31, 2020.

(ii) Amalgamation of Dalmia DSP Limited

The Board of Directors of Dalmia Cement (Bharat) Limited and Dalmia DSP Limited, in their respective Board meetings held on March 23, 2021 had approved a Scheme of Amalgamation of Dalmia DSP Limited with Dalmia Cement (Bharat) Limited. Both the companies after approval of the Scheme by their respective Boards, have filed their respective company application(s) before the National Company Law Tribunal, Chennai and Kolkata for approval of the said Scheme of Amalgamation. The Scheme is pending for consideration with the respective NCLT(s). The appointed date for the said Scheme is closing business hours of March 31, 2020.

(iii) Restructuring of Refractory business in Dalmia Cement (Bharat) Limited:

During the financial year 2019-20, the Board of Directors of Dalmia Cement (Bharat) Limited and its subsidiary namely Dalmia Bharat Refractories Limited (DBRL) (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and step down subsidiary, namely, Dalmia OCL Limited (Dalmia OCL) (formerly known as Ascension Commercio Private Limited) had approved the a Scheme of Arrangement amongst DCBL and DBRL and their respective shareholders and creditors for transfer and vesting of refractory undertaking of DCBL to DBRL, by way of slump exchange on a going concern basis (Scheme). The Scheme is pending consideration with the National company Law Tribunal, Chennai. The appointed date for Scheme is April 1, 2019.

(C) CAPACITY ENHANCEMENT

During the year under review, Dalmia Cement (Bharat) Limited, wholly owned subsidiary of the Company has commenced commercial production of Line III, having capacity of 3 MnTPA from its new clinker manufacturing plant at Rajgangpur, Odisha with effect from October 1, 2020 and also commenced commercial production of Line II having a capacity of 2.25 MnTPA at it Bengal Cement Works (BCW) unit in West Midnapore in the state of West Bengal with effect from March 23, 2021.

(D) RECEIVED BACK SECURITIES WHICH WERE FRAUDULENTLY TRANSFERRED FROM DEMAT ACCOUNT

During the financial year ended March 31, 2019, certain mutual fund units ("Securities”) appearing as current investments, valued at '' 390 Crore as on March 31, 2021 (valued at '' 344 Crore as on March 31, 2019) of two erstwhile subsidiaries of Dalmia Cement (Bharat) Limited which is a subsidiary of the Company, were fraudulently and illegally transferred by Allied Financial Services Private Limited (“Allied/AFSPL”) in collusion with IL&FS

Securities Services Limited ("ISSL”) and the same had been lying with ISSL.

I n the said matter, the Hon’ble Supreme Court, passed order dated March 16, 2021 to the effect that the said Securities of DCBL lying with ISSL be released in favour of DCBL subject to DCBL furnishing requisite Bank Guarantee to the satisfaction of the trial court. As per the said Order, the said Securities of DCBL lying with ISSL have been released in favour of DCBL and credited back to its demat account.

Further, after carrying out a detailed investigation, SEBI vide its order dated July 02, 2021 has passed two separate orders, imposing a penalty of '' 26 Crore on ISSL and '' 3 Crore on AFSPL in connection with the fraudulent transfer of Mutual Fund units.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial performance and results of operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations”) is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business, risks and concerns and material developments during the financial year under review.

DIVIDEND

Your Directors are pleased to recommend a dividend of ''

1.33/- (@ 66.50%) per equity share of face value of '' 2/- each for the financial year 2020-21. The recommended dividend shall be paid to those shareholders whose names appear in the Register of Members as on the Record Date, on approval by the members at the Annual General Meeting.

The dividend is recommended based on the financial and non-financial factors prevailing during the financial year under review and in terms of the Dividend Distribution Policy of the Company. The said policy is available at the website of the Company at: https://www.dalmiacement.com/wp-content/ themes/DalmiaCement/assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf

TRANSFER TO GENERAL RESERVES

Your Directors have not proposed transfer of any amount to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the Financial Year 2020-21, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘the Act”), Accounting Standards and Listing Regulations. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary Companies, as approved by their respective Board of Directors and forms an integral part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A report containing the salient features of the financial statements of the Company’s subsidiaries, associates and joint venture companies for the financial year ended March 31, 2021 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set out in Annexure - 1 and forms an integral part of this Annual Report.

Dalmia Cement (Bharat) Limited is the material unlisted subsidiary of the Company in terms of the Listing Regulations as amended from time to time and the Company’s Policy for determining material subsidiary. The Company does not have any associate company. The said policy may be accessed at the Company’s website at https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policy-on-Material-Subsidiaries.pdf

The changes in the subsidiaries during the financial year 2020-21 are as under:

Sl.

No.

Name of Company

Status (subsidiary / joint venture / associate)

Added/

Ceased

Effective date

1.

Murli Industries Limited

Subsidiary

Company

Added

September 10, 2020

2.

Ascension Multiventures Private Limited

Subsidiary

Company

Added

March 23, 2021

3.

Ascension Mercantile Private Limited

Subsidiary

Company

Added

March 23, 2021

4

DPVL Ventures LLP

Subsidiary

LLP

Added

April 14, 2020

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 Company’s website www.dalmiabharat. 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.

NUMBER OF BOARD MEETINGS

During the year under review, the Board of Directors of the Company met five (5) times, i.e., on June 13, 2020, August 06, 2020, November 05, 2020, February 04, 2021 and March 23, 2021. The Board meetings are conducted in due compliance with; and following the procedures prescribed in the Companies Act, 2013 and the rules framed thereunder including secretarial standards and the Listing Regulations. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Mr. Yadu Hari Dalmia, Non-

Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

A brief profile of Mr. Yadu Hari Dalmia and other related information has also been detailed in the Notice of AGM.

II. APPOINTMENT / RESIGNATION / CESSATION:

Mr. Jayesh Nagindas Doshi, Whole time Director and Chief financial officer of the Company has resigned from the Company with effect from October 31, 2020. The Board places on record its sincere appreciation for the valuable contribution of Mr. Jayesh Nagindas Doshi during his tenure as Whole-time Director & Chief Financial Officer of the Company.

I n terms of Section 203 of the Companies Act, 2013 Mr. Dharmender Tuteja, has been appointed as the Chief Financial Officer of the Company with effect from March 23, 2021.

Sh. Jai Hari Dalmia, Promoter and Non-Executive Director of the Company passed away on July 08, 2021. He has been the guiding light for the Dalmia Bharat Group and played a crucial leadership role for over five decades with the Group. The Board places on record its sincere appreciation for the valuable contribution of Late Sh. Jai Hari Dalmia.

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as on March 31, 2021.

1. Mr. Gautam Dalmia - Managing Director

2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive Officer

3. Mr. Dharmender Tuteja - Chief Financial Officer

4. Dr. Sanjeev Gemawat, Executive Director (Legal) & Group Company Secretary

III. DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Listing Regulations and are independent from Management.

COMMITTEES OF THE BOARD

There are five statutory Committees of the Board namely (a) Audit Committee (b) Stakeholders’ Relationship Committee

(c) Nomination and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk Management Committee

The details with respect to the compositions, number of meetings held during the FY 2020-21 and attendance of the members, powers, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report which forms part of the 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 Listing 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 https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Nomination%20and%20Remuneration%20Policy.pdf

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii) performance of Chairman of the Board; and

(iv) Performance of all Committees of Board for the Financial Year 2020-21.

The Board’s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on inter-alia the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution at Board/Committee meetings and guidance/support to the Management outside Board/ Committee meetings.

The performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation was also carried out by the Nomination and Remuneration Committee and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

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. The Directors expressed their satisfaction with the evaluation process.

Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors is satisfactory

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors, state that:

(a) In preparation of the annual accounts for the year ended March 31, 2021, 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 operating effectively; and

(f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details 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 are provided in the prescribed format and 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.

None of the Directors or Managing Director or Whole Time Director and CEO of the Company, received any remuneration or commission from the Subsidiary Company of your Company.

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of Listing Regulations, a separate report on the Corporate Governance for the financial year 2020-21 forms an integral part of this Annual Report. The requisite certificate from M/s. S.S. Kothari Mehta & Co, Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance and from Secretarial Auditor that none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by Securities and Exchange 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 the Listing Regulations, describing the initiatives taken by the Company from environment, social and governance perspective forms part of the Annual Report prepared as per Integrated Reporting framework.

CHANGES IN SHARE CAPITAL

During the year under review, the Company has bought back

61.66.540 equity shares of '' 2/- each. As a result, the paid up equity share capital of the Company has got reduced by ''1.23 crore. Further, the Company has issued 3,25,500 equity shares of '' 2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme 2018. Post taking into account the said changes, the Issued, Subscribed and Paid up equity share capital of the Company is '' 37.42 crore constituting of 18,71,17,513 equity shares of '' 2/- each.

BUYBACK OF EQUITY SHARES

As per resolution passed by the Board of Directors on March 21, 2020, the Company has completed the buyback of

61.66.540 equity shares of '' 2/- each from the open market through stock exchange mechanism at a volume weighted average price of '' 531.96 per share. This has resulted in total cash outflow of '' 408 crore inclusive of all transaction cost.

EMPLOYEES’ STOCK OPTION SCHEME

In terms of the Scheme of arrangement and amalgamation amongst Odisha Cement Limited (“ODCL” or “Company”), Dalmia Bharat Limited (“DBL”) and Dalmia Cement (Bharat) Limited (“DCBL”) and their respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011 with a new name i e “DBL ESOP Scheme 2018” with the same terms and conditions. During the year under review, there has been no material change in the ‘DBL ESOP Scheme 2018’ of the Company and the Scheme continue to be in compliance with relevant/applicable ESOP Regulations.

Further the details required to be provided under the SEBI (Share Based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can be accessed on the Company’s website at https://www.dalmiacement. com/wp-content/uploads/2021/08/DBL-ESOP-Disclosure-as-on-March-31-2021.pdf

A certificate from the Statutory Auditors of the Company certifying that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder’s resolution will be made available electronically for inspection by the members during the AGM.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company’s website at https://www.dalmiacement. com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/DBL-Annual-Return-2020-2021.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility of the Group is based on the principle of Gandhian Trusteeship. For over eight 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 Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which can be accessed at: https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Corporate-Social-Responsibility-Policy.pdf

The Company has spent an aggregate amount of '' 1.17 crore towards corporate social responsibility activities during the FY 2020-21.

The annual report on corporate social responsibility activities containing composition of CSR committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

On consolidated basis the Group has spent '' 8.13 crore in FY 2020-21 towards Corporate Social Responsibility.

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

Related Party Transactions entered during the year under review are on an arm’s length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing

Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

There are no materially significant Related Party Transactions entered into by the Company during the year that required shareholders’ approval under Regulation 23 of the Listing Regulations.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations your Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https://www.dalmiacement.com/ wp-content/themes/DalmiaCement/assets/pdf/dbl-industries/ Policy-on-Related-Party-Transactions.pdf

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 processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records, and timely preparation of reliable financial information. The entire system is complemented by external auditing of selected functions such as Human Resource and Labour Law Compliances, 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.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, 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, illegal or unethical practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism may be accessed on the Company’s website at https://www. dalmiacement.com/wp-content/themes/DalmiaCement/ assets/pdf/dbl-industries/Whistleblower-Policy-and-Vigil-Mechanism.pdf

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 2020-21, no complaint was 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 no. 39.

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 disclosure of foreign exchange earnings and outgo, in

terms of provisions of Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is given hereunder: Foreign Exchange earnings and outgo

'' crore

Foreign Exchange

2020-2021

2019-2020

Earnings

Nil

Nil

Outgo

2.47

2.92

AUDITORS AND AUDITOR’S REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

M/s. S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) the existing Statutory Auditors of the Company are completing their term and retiring at the conclusion of the ensuing 8th AGM.

In view of the above, the Board of Directors on recommendation of Audit Committee recommended appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company, for a period of 5 years from the conclusion of this AGM to the conclusion of 13th AGM.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Walker Chandiok & Co LLP. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

A resolution proposing appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants as Statutory Auditors of the Company, forms part of the Notice of AGM.

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) Profit before tax for the financial year ended March 31, 2021 was lower by '' 203 Crore, in view of amortisation of goodwill pursuant to the National Company Law Tribunal approved Schemes of Arrangement. (b) in respect of dispute between one of the Company’s subsidiary namely Dalmia Cement (Bharat) Limited (DCBL) and Bawri Group (BG), minority shareholder of a step down subsidiary. During the year, Arbitral Tribunal has passed the Award according to which DCBL has to pay '' 30 Crore along with interest and cost of arbitration amounting to '' 16 Crore to BG. The Award has further rejected DCBL’s claim of refund of '' 59 Crore in respect of investment in optionally redeemable convertible debentures and awarded to transfer 0.01% equity in Saroj Sunrise Private Limited (a BG Group company) against it. Based on the legal opinion, DCBL has

challenged the above arbitral award before the Delhi High Court. Management is of the view that no adjustments are required towards the interest, charges and impairment of investment in these consolidated financial Statements; and (c) Release of mutual fund units to the Company pursuant to the Supreme Court order, upon furnishing of Bank Guarantee of '' 344 Crore in Trial Court.

The said Emphasis of Matters have been explained and clarified in note no. 4(b)(ii), note no. 35(B) and note no. 9(i)(1) of the notes to accounts to the Consolidated Financial Statements of the Company for the year ended March 31, 2021, which are self-explanatory and do not call for any further comments and explanation.

With respect to the report of the Statutory Auditors on the consolidated financial statements, regarding disclosure made under the heading other matters, with respect to consolidation of management certified financial statements of a joint venture company; it may be noted that since the audit of the said joint venture company is yet to be completed, the consolidation is made based on the unaudited financial statements furnished by its management. This has no material impact on the financial statement.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary, as the Secretarial Auditor the Financial Year 2020-21.

As required under Section 204 of the Companies Act, 2013 and the Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the FY 202021 is attached and marked as Annexure - 4 and form part of this report. There is no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).

Additionally, as required under the Listing Regulations, the secretarial audit of Dalmia Cement (Bharat) Limited, a material subsidiary, has also been carried out. Copy of Secretarial Audit Report of Dalmia Cement (Bharat) Limited is available at Company’s website at www.dalmiabharat.com.

C. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DEPOSITS

During the year under review, the Company has not accepted

any deposits from the public/member under Sections 73

and 74 of the Companies Act, 2013 read with Companies

(Acceptance of Deposits) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India from time to time and approved by the Central Government.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s Operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments, other than disclosed as part of this report, affecting the financial position of the Company have occurred between March 31, 2021 and the date of the report.

NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable;

NO DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT & APPRECIATION

Your Directors 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. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

P. K. Khaitan

Place: New Delhi Chairman

Dated: July 27, 2021 DIN-00004821

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