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Directors Report of Dalmia Bharat Ltd.

Mar 31, 2016

The Directors have pleasure in submitting the Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs,Crore)

Particulars Standalone Consolidated

FY-16 FY-15 FY-16 FY-15

Net Revenue 204.31 175.30 6437.95 3514.12

Profit before interest, depreciation and tax (EBITDA) 90.84 40.78 1742.82 695.85

Less: Interest and Financial Charges 1.70 0.31 725.64 434.38

Profit before depreciation and tax (PBDT) 89.14 40.47 1017.18 261.47

Less: Depreciation 2.94 3.66 452.76 271.58

Profit/(loss) before exceptional item and tax 86.20 36.81 564.42 (10.11)

Exceptional Items - - - (6.12)

Profit/(loss) before tax 86.20 36.81 564.42 (16.23)

Provision for current tax 20.54 11.82 132.36 13.36

Provision for deferred tax (0.63) (0.39) 166.84 35.92

Prior year tax charge 074 028 (0.12) (2.42)

Profit /(loss) after tax before share of profit in associates 65.55 25.10 265.34 (63.09)

Add: Share of profit in associates - - - 48.53

Less: Share of minority interest - - 74.53 (17.61)

Profit/(loss) after tax 65.55 25.10 190.81 3.05

Add: Surplus brought forward 77.83 70.19 58.50 292.91

Add: Amount transferred from debenture redemption reserve - - 95.83 32.50

Add: Provision for dividend Distribution tax written back 1.64 - 1.64 -

Less: Depreciation on account of change in useful life of assets as - 0.22 - 5.13 per Companies Act, 2013

Profit available for appropriation 145.02 95.07 346.78 323.33 Appropriations:

Debenture Redemption Reserve - - 130.20 113.96

General Reserve - 2.51 - 122.51

Reserve fund as per RBI - 0.28 - -

Proposed Dividend/Interim Dividend 17.76 12.18 23.53 19.32

Dividend Distribution tax thereon 0.42 2.55 5.05 7.18

Distribution tax on dividend from Associates - - - 1.86

Balance carried forward 126.84 77.83 187.72 58.50

145.02 95.07 346.78 323.33

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the Chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during the financial year2015-16.

DIVIDEND

Your Directors had distributed an Interim Dividend of 100% per share amounting to Rs,2.00 per equity share of face value of Rs,2/- each in March, 2016 to those Shareholders holding shares on 23-3-2016.

Your Directors have decided not to recommend any final dividend and to treat the interim dividend paid as the final dividend for the financial year 2015-16.

CHANGES IN BUSINESS

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

CORPORATE GOVERNANCE REPORT

The Company''s corporate governance practices have been detailed in a separate Chapter and is attached separately to this Report together with the Auditor''s certificate thereon.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The report on the financial position of the Company''s Subsidiaries for the year ended 31st March 2016 in Form AOC 1 is attached and marked as Annexure -1 to this report.

The Company has 38 subsidiaries including step down subsidiaries, namely, Dalmia Cement (Bharat) Limited, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, Adwetha Cement Holdings Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri Madhusudana Mines and Properties Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited, Golden Hills Resort Private Limited, Calcom Cement India Limited, Vinay Cement Limited, SCL Cements Limited, RCL Cements Limited, Adhunik Cement Limited, Adhunik MSP Cement (Assam) Limited, Dalmia Bharat Cements Holdings Limited, Shri Rangam Securities & Holdings Limited, JayeVijay Agro Farms Private Limited, Dalmia Cement East Limited, Bangaru Kamakshiamman Agro Farms Private Limited, OCL India Limited, OCL Global Limited, OCL China Limited and Odisha Cement Limited.

During the year under review, Bangaru Kamakshiamman Agro Farms Private Limited and Adwetha Cement Holdings Limited became subsidiaries of the Company w.e.f. 29th April, 2015 and 2nd March, 2016 respectively.

During the said financial year no company ceased to be a subsidiary of the Company or its Subsidiary.

Apart from this, the Company''s Subsidiary Dalmia Cement (Bharat) Limited has one joint venture company, Khappa Coal Company Private Limited, and OCL India Limited, the step down subsidiary, has one joint venture company Radhikapur (West) Coal Mining Private Limited.

Any Member desirous to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Registered Office of the Company during business hours. The same are also posted on the Company''s website www.dalmiabl.com.

The policy for determining material subsidiaries may be accessed at the Company''s website at http://www.dalmiabl.com/upload/ policies/DBL-Material-Subsidiary-Policy.pdf During the year under review, two Schemes of Arrangement and Amalgamation, involving the following subsidiaries / step down subsidiaries of the Company, their respective shareholders and creditors, have been approved by the respective board of directors of said companies:

(i) Scheme No.l amongst OCL India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited;

(ii) Scheme No. 2 amongst Adwetha Cement Holdings Limited, DCB Power Ventures Limited, Dalmia Power Limited and Dalmia Cement (Bharat) Limited.

The said Schemes are expected to be filed before the respective High Courts having jurisdiction over the Registered Office of the aforesaid companies shortly.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Section 129(3) of the Companies Act, 2013 and the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2015-16.

The revised Consolidated Financial Statements attached with this report have been prepared based on audited Financial Statements of all the subsidiaries including sub-subsidiaries of the Company. In this regard attention is invited to note No. 32B and note No. 62 of the Consolidated Financial Statements of the Company for the year ended 31st March, 2016 which fully explains the matter and replies to the Auditors observation under "Emphasis of Matter".

EXTRACT OF ANNUAL RETURN

In compliance with sub-section (3) of section 92 of the Companies Act 2013, the extract of the Annual Return is attached in FormMGT- 9 and forms part of this report as Annexure - 2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Independent Directors namely, Mr. N. Gopalaswamy, Mr. V.S.Jain and Mr. P.K. Khaitan have given theirdecla ration of independence in terms of section 149 of the Companies Act, 2013. During the year two meetings of the Independent Directors excluding all other Directors and Officials of the Company were held as mandated by the provisions of Rule 8 of Schedule IV to the Companies Act, 2013 wherein they apprised the performance of the Executive Directors.

The details of familiarisation programmes imparted to the Independent Directors of the Company during the financial year 2015-16 can be accessed at the website of the Company at https://www.dalmiabl.com/upload/Familiarisation-Programme-for- ID-2015-16.pdf.

Mr. Gautam Dalmia, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. Mr. Gautam Dalmia has given his declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

The term of Key Managerial Persons, namely, Mr. Jai H. Dalmia and Mr. Y.H. Dalmia, Managing Directors, expired on 31-3-2016 and 10-2-2016 respectively. Mr. Y.H. Dalmia has been re-appointed as Managing Director w.e.f. 11-2-2016 for a further period of three years and Mr. Jai H. Dalmia has been re-appointed as Managing Director w.e.f. 1-4-2016 for a further period of three years. Their appointments are subject to the approval of shareholders at the ensuing Annual General Meeting. The Company has received Notices from the respective individual Directors as required under section 160(1) of the Companies Act, 2013, proposing their names for appointment as Managing Directors of the Company. Mr. Y.H. Dalmia and Mr. Jai H. Dalmia have given their declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that they are not disqualified from being appointed as Managing Directors of the Company. Other Key Managerial Persons, namely, Mr. Jayesh Doshi, Group CFO and Whole-time Director and Ms. Nidhi Bisaria, Company Secretary continue to hold their respective offices during the year under review.

The Nomination and Remuneration Policy of the Company on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in section 178(3) of the Companies Act, 2013 has been approved by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is attached as Annexure - 3 to this Report.

The Board of Directors have conducted a formal evaluation of its own performance and of the performance of its Committees and individual Directors in accordance with norms laid down in the Nomination and Remuneration Policy aforesaid.

BOARD OF DIRECTORS, COMMITTEES AND MEETINGS

Reference is invited to the attached Corporate Governance Report for the details thereof.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted the CSR Committee which has approved the CSR Policy. The Committee decided to expend an amount of Rs,0.88 crore on CSR activities covering eradication of extreme hunger and poverty, promotion of education including special education, ensuring environmental sustainability and ecological balance, etc. health, sanitation, education and environment sustainability. Pursuant to the said policy, the Company has made expenses aggregating to Rs,0.88 crore towards Corporate Social Responsibility during the Financial Year 2015-16, which is more than 2% of average net profits of the Company made during three immediately preceding financial years.

The CSR policy is available on the website of the Company at https:// www.dalmiabl.com/upload/policies/DBL-CSR-Policy.pdf The Annual Report on CSR activities, in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, is attached as Annexure-4 and forms part of this Report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame and monitor the Risk Management Plan of the Company. The Committee is responsible for identifying critical risks, framing Risk Management Plan and reviewing effectiveness of implementation of Risk Management Plan on ongoing basis. The purpose of Risk Management Plan is not to eliminate the risks inherent to the business but to proactively address such risks. Major risks have been identified and actions to address them are underway.

RELATED PARTY POLICY AND TRANSACTIONS

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

The particulars of material contracts or arrangements with the related parties referred to in section 188(1) of the Companies Act, 2013 is attached in Form AOC 2 and forms part of this Report as Annexure-5.

INVESTMENTS, LOANS AND GUARANTEES

The particulars of investments made and securities/guarantees given by the Company are furnished in Note Nos. 11 and 26 of the Standalone Financial Statements of the Company. The details of loans given by the Company are furnished in Note Nos. 40 and 41 of the Standalone Financial Statements of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company (with its inherent weaknesses), work performed by the internal, statutory and secretarial auditors and external consultants specially appointed for this purpose, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the period ended on 31st March, 2016.

WHISTLEBLOWERPOLICYANDVIGILMECHANISM

The Company has in place the Whistle Blower Policy and Vigil Mechanism with a view to provide for adequate safeguards against victimisation of persons who use such mechanism and provide for direct access to the Chairperson of the Audit Committee in appropriate cases.

The policy can be accessed at the website of the Company at https://www.dalmiabl.com/ upload/ policies/ DBL-Whistle-Blower- Policy-Vigil-Mechanism.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013 your Directors state that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

EMPLOYEES''STOCK OPTION SCHEME

The Human Resource Department and the Nomination and Remuneration Committee of the Board of Directors of the Company administer the Employees ''Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The disclosure as on 31st March 2016 (cumulative disclosure) as stipulated under the SEBI Guidelines with regard to the Employees'' Stock Option Scheme is provided as Annexure - 6 to this Report.

STATUTORY AUDITORS

M/s. S.S. Kothari Mehta & Co., were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September 2015 for a period of five years in accordance with the provisions of section 139 of the Companies Act, 2013 subject to ratification by members of the Company every year. The Board recommends the ratification of their appointment, till the conclusion of the next following Annual General Meeting of the Company.

The Company has obtained from them a certificate to the effect that they are eligible to continue as the Statutory Auditors of the Company and that they comply with the requirements prescribed in Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR AND REPORTTHEREON

The Board of Directors of the Company appointed Mr. R. Venkata subramanian, Practising Company Secretary, as the Secretarial Auditor to conduct the Secretarial Audit in terms of section 204 of the Companies Act, 2013. The Report of Secretarial Audit is attached in Form MR 3 and forms part of this Report as Annexure- 7.

COMMENTS ON AUDITORS''OBSERVATIONS

The Reports submitted by the Secretarial Auditors and Statutory Auditors on the Standalone Financial Statements of the Company do not contain any qualification, reservation or adverse remark.

LISTING OF SHARES

The Company''s shares continue to remain listed on the National Stock Exchange and Bombay Stock Exchange and the listing fees for the financial year 2016-17 has been paid to the said Exchanges.

UNCLAIMED SUSPENSE ACCOUNT

In terms of Regulation 39(4) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has opened the demat account.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

The particulars of energy conservation, technology absorption are not applicable to the Company as it is not engaged in any manufacturing activity. A statement giving details of Foreign Exchange transactions, in accordance with the Companies (Accounts) Rules, 2014, forms a part of this report as Annexure-8.

PARTICULARS OF DIRECTORS''AND EMPLOYEES'' REMUNERATION

The particulars of remuneration to Directors and Key Managerial Personnel and other particulars in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 9 to this Report.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - 10 to this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the printed copy of the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is also available on the Company''s website.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public till date.

ORDERS PASSED BY REGULATORS

No order has been passed by the regulators or courts or tribunals impacting the status of the Company.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No such complaints have been received by the said Committee during the financial year 2015-16.

OTHER REPORTABLE MATTERS

The Statutory Auditors have not reported any fraud to the Audit Committee or the Board of Directors of the Company during the year under review.

ACKNOWLEDGEMENT

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

For and on behalf of the Board



Place: New Delhi Jayesh Doshi Y.H. Dalmia

Dated: 17th August, 2016 Whole-time Managing

Directors Group CFO Director

(DIN No. 00017963) (DIN No.00009800)


Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Annual Report and Audited Statements of Account of the Company for the year ended March 31, 2014.

Financial Results

(Rs. Crore)

2013-14 2012-13

Net Revenue 229.73 190.60

Profit before interest, depreciation 66.04 53.38 and tax (EBITDA)

Less: Interest and Financial Charges 0.36 0.11

Profit before depreciation and tax 65.69 53.27 (PBDT)

Less: Depreciation 2.34 1.65

Profit before tax (PBT) 63.34 51.62

Provision for current tax 13.75 9.78

Provision for deferred tax (0.15) 0.34

Prior year tax charge - 0.17

MAT credit charge/(entitlement) - -

Profit after tax (PAT) 49.74 41.33

Add: (i) Surplus brought forward 44.45 22.55

(ii) Provision for dividend distribution - 1.91 tax written back

Profit available for appropriation 94.19 65.79

Appropriations:

General Reserve 5.00 4.35

Proposed Dividend 16.24 16.24

Dividend Distribution tax thereon 2.76 0.75 (net of tax credit of Rs. Nil (Rs. 2.01 crores) on dividend from Subsidiary)

Balance carried forward 70.19 44.45

94.19 65.79

Dividend

Your Directors have decided to recommend a final dividend amounting to Rs. 2/- per equity share of Rs. 2/- each as against a dividend of Rs. 2/- per equity share paid in the immediately preceding year.

Operations And Business Performance

Please refer to the Chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during the year 2013-14.

The Company has decided to discontinue the refractory business of the Company with efect from 1st April, 2014.

Corporate Governance

The Company''s corporate governance practices have been detailed in a separate Chapter and is annexed to and forms part of this Report. The Auditors certifcate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is also attached as annexure and forms part of this Report.

Listing Of Shares

The Company''s shares continue to remain listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock Exchange and the listing fees for the year 2014-15 has been paid to the said Exchanges.

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at various units of the Company.

Employees'' Particulars

The statement giving particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifcations made thereunder, is annexed. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Ofce.

Energy Conservation, Technology Absorption And Foreign Exchange Transactions

A statement giving details of Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure – A. As the Company is getting its goods manufactured on job work basis, the details regarding Conservation of Energy, Technology Absorption are not applicable and are thus not furnished.

Subsidiaries

The Annual Report of Dalmia Cement (Bharat) Limited is attached.

The Central Government vide Notifcation No. 5/12/2007 – CL III, dated 8-2-2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and audited accounts of the Company''s other Subsidiaries, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri Madhusudhana Mines and Properties Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited, Golden Hills Resort Private Limited, Calcom Cement India Limited, Vinay Cement Limited, SCL Cements Limited, RCL Cements Limited, Adhunik Cement Limited and Adhunik MSP Cement (Assam) Limited for the year ended 31st March 2014 are not being enclosed with this Annual Report.

During the year Dalmia Cement Ventures Limited was amalgamated with its parent company Dalmia Cement (Bharat) Limited, vide orders of Hon''ble Madras High Court dated 13th November, 2013.

Dalmia Cement (Bharat) Limited foated two new subsidiaries in the month of March, 2014 The frst accounting year of the said subsidiary companies will end on 31-3-2015 in accordance with the provisions of section 2(41) of the Companies Act, 2013 and the Balance Sheet for the year ended 31-3-2014 are therefore not been prepared. However appropriate entries with regard to the investment in those companies by Dalmia Cement (Bharat) Limited is refected in the consolidated financial statements of the Company.

Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Ofce of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Ofce of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company''s website www.dalmiabl.com.

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

Fixed Deposits

The Company has not accepted any fixed deposits from public till date.

Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Independent Directors namely, Mr. N. Gopalaswamy, Mr. V.S. Jain and Mr. P.K. Khaitan have given their declaration of independence. All the three Independent Directors are to be appointed at the ensuing Annual General Meeting as Independent Directors for a term of five years in terms of section 149 of the Companies Act, 2013.

Mr. Gautam Dalmia, Director, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The said Independent Directors and Mr. Gautam Dalmia have given their respective declarations in Form DIR-8 in terms of Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualifcation of Directors) Rules, 2014.

Shareholdings in the Company by its Directors as at 31-3-2014, are as under:

Name of the Director No. of Shares of Rs. 2/- each held

Mr. Jai H. Dalmia 16,35,010 Mr. Y.H. Dalmia Nil

Mr. Gautam Dalmia 10,73,308 Mr. Puneet Yadu Dalmia Nil Mr. N. Gopalaswamy Nil

Mr. P.K. Khaitan Nil

Mr. V.S. Jain Nil

Mr. Asanka Rodrigo Nil

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013-14.

CEO/CFO Report On Accounts

As required under clause 49 of the Listing Agreement, the CEO/ CFO''s Report on the Accounts is attached.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors declare that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no departures have been made there from;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) the Directors had prepared the annual accounts on a going concern basis.

Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They have been the Statutory Auditors of the Company since the financials year 2010-11 and are entitled to continue as Auditors for a further period of six years in terms of section 139(2)(b) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014. The Directors have decided to appoint them for a period of one year so as to complete the frst terms of five years.

As required under Section 139 of the Companies Act, 2013, the Company has obtained from them a certifcate to the efect that their re-appointment, if made, would be in accordance with the conditions as prescribed in Rule 4 of Companies (Audit and Auditors) Rules, 2014 and satisfy the criteria mentioned in Section 141 of the Companies Act, 2013.

General

The above Directors'' Report has been prepared as per guidelines given in the General Circular No. 8/2014 dated 4th April 2014.

For and on behalf of the Board New Delhi ( P. K. Khaitan)

Dated: May 15, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in submitting the Annual Report and Audited Statements of Account of the Company for the year ended 31st March, 2013.

Financial Results

(Rs. Crore)

FY - 13 Fy - 12

Net Revenue 190.60 156.79 Profit before interest, depreciation and 53.38 43.30 tax (EBITDA)

Less: Interest and Financial Charges 0.11 0.31

Profit before depreciation and tax 53.27 42.99 (PBDT)

Less: Depreciation 1.65 1.30

Profit before tax (PBT) 51.62 41.69

Provision for current tax 9.78 9.16

Provision for deferred tax 0.34 (0.28)

Prior year tax charge 0.17 0.27

MAT credit charge/(entitlement) 0.14

Profit after tax (PAT) 41.33 32.40

Add: (i) Surplus brought forward 22.55 7.55

(ii) Provision, for dividend 1.91 distribution tax written back Profit available for appropriation 65.79 39.95

Appropriations: General Reserve 4.35 3.25

Proposed Dividend 16.24 12.17

Dividend Distribution tax thereon (net 0.75 1.98 of tax credit of Rs.2.01 crore (Rs. Nil) on dividend from Subsidiary)

Balance carried forward 44.45 22.55

65.79 39.95

Dividend

Your Directors have decided to recommend a final dividend amounting to Rs.2/- per equity share of Rs.2/- each as against a dividend of Rs.1.50 per equity share paid in the immediately preceding year.

Change in Name of the Company

So as to reflect the group and brand identity, the name of the Company has been changed from Dalmia Bharat Enterprises Limited to Dalmia Bharat Limited and the Company has obtained a Fresh Certificate of Incorporation Consequent upon the Change in Name dated 1st November, 2012 issued by the Deputy Registrar of Companies, Tamil Nadu.

Operations and Business Performance Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2012-13.

Corporate Governance

The Company''s corporate governance practices have been detailed in a separate Chapter and is annexed to and forms part of this Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is also attached as annexure and forms part of this Report.

Listing of Shares

The Company''s shares continue to remain listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock Exchange and the listing fees for the year 2013-14 has been paid to the said Exchanges.

Industrial Relations

The industrial relations during the year under review remained harmonious and cordial. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at various units of the Company.

Employees'' Particulars

The statement giving particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made thereunder, is annexed. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure - A. As the Company is getting its goods manufactured on job work basis, the details regarding Conservation of Energy, Technology Absorption are not applicable and are thus not furnished.

Subsidiaries

The Annual Report of Dalmia Cement (Bharat) Limited is attached.

The Central Government vide Notification No. 5/12/2007 - CL III, dated 8-2-2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and audited accounts of the Company''s other Subsidiaries, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited,

Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri Madhusudhana Mines and Properties Limited, Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited, Golden Hills Resort Private Limited, Calcom Cement India Limited, Vinay Cement Limited, SCL Cements Limited, RCL Cements Limited, Adhunik Cement Limited and Adhunik MSP Cement (Assam) Limited for the year ended 31st March 2013 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the said subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company''s website www.dalmiabel.com.

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

Fixed Deposits

The Company has not accepted any fixed deposits from public till date.

Directors

Mr. Bharat Anand and Mr. Donald M. Peck resigned from the Directorship of the Company on 18-8-2012 and 14-1-2013 respectively. Your Directors place on record their appreciation for the valuable services rendered by each of them during their tenure on the Board.

Mr. Asanka Rodrigo was co-opted as a Nominee Director on the Board of Directors of the Company in the Meeting held on 6-2-2013. He holds office till the conclusion of the ensuing Annual General Meeting. The Company has received a Notice from a Shareholder together with requisite deposit as required under the provisions of section 257 of the Companies Act, 1956 to the effect that he intends to propose the name of Mr. Asanka Rodrigo for being appointed as a Director of the Company.

Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Shareholdings in the Company by its Directors as at 31 -3-2013, are as under:

Name of the Director No. of Shares of Rs.2/- each held

Mr. Jai H. Dalmia 16,35,010

Mr. Y.H. Dalmia 7,51,880

Mr. Gautam Dalmia 10,73,308

Mr. Puneet Yadu Dalmia 15,00,655

Mr. N. Gopalaswamy Nil

Mr. P.K. Khaitan Nil

Mr. V.S. Jain Nil

Mr. Asanka Rodrigo Nil

Consolidated Financial Statements In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2012-13.

CEO/CFO Report on Accounts

As required under clause 49 of the Listing Agreement, the CEO/CFO''s Report on the Accounts is attached.

Directors'' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the

Companies Act, 1956 your Directors declare that:

(a) - in the preparation of the annual accounts, the applicable

Accounting Standards have been followed and no departures have been made there from;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) the Directors had prepared the annual accounts on a going concern basis.

Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said Section.

For and on behalf of the Board

New Delhi P.K. Khaitan

Dated: 30th May, 2013 Chairman


Mar 31, 2012

The Directors' have pleasure in submitting the Annual Report and Audited Statements of Account of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs.in Crore)

FY12 FY11

Net Sales Turnover 156.79 134.56

Profit before interest, depreciation 43.30 30.25 and tax (EBITDA)

Less: Interest and Financial Charges 1.30 1.44

Profit before depreciation and tax 42.00 28.81 (PBDT)

Less: Depreciation 0.31 0.21

Profit before tax (PBT) 41.69 28.60

Provision for current tax 9.16 7.41

Provision for deferred tax (0.28) (0.11)

Prior year tax charge 0.27 -

MAT credit charge/(entitlement) 0.14 (0.14)

Profit after tax (PAT) 32.40 21.44

Add: (i) Surplus brought forward 7.55 0.10

Profit available for appropriation 39.95 21.54

APPROPRIATIONs:

General Reserve 3.25 2.20

Proposed Dividend 12.17 10.15

Dividend Distribution tax thereon 1.97 1.64

Balance carried forward 22.56 7.55

39.95 21.54

DIVIDEND

Your Directors have decided to recommend a maiden final dividend amounting to Rs.1.50 per equity share of Rs.2/- each as against a dividend of Rs.1.25 per equity share paid in the immediately preceding year.

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2011-12.

CORPORATE GOVERNANCE

The Company's corporate governance practices have been detailed in a separate chapter and is annexed to and forms part of this Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is also attached as annexure and forms part of this Report.

listing of shares

The Company's shares are listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock

Exchange and the listing fees for the year 2012-13 has been paid.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at various units of the Company.

EMPLOYEES' PARTICULARS

The statement giving particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made there under, is annexed. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A statement giving details of Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure - A. As the Company is getting its goods manufactured on job work basis, the details regarding Conservation of Energy, Technology Absorption are not applicable and are thus not furnished.

SUBSIDIARIES

The Annual Report of Dalmia Cement (Bharat) Limited is attached.

The Central Government vide Notification No. 5/12/2007 - CL III, dated February 8, 2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors' Report and audited accounts of the Company's Subsidiaries, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited,

Sri Madhusudhana Mines and Properties Limited, Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited and Golden Hills Resort Private Limited for the year ended March 31, 2012 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company's website www.dalmiabharatenterprises.com.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public till date.

DIRECTORS

Mr. V. S. Jain was co-opted as Additional Director on the Board of Directors of the Company in the Meeting held on November 7, 2011. He holds office till the conclusion of the ensuing Annual General Meeting. The Company has received a Notice from a Shareholder together with requisite deposit as required under the provisions of section 257 of the Companies Act, 1956 to the effect that he intends to propose the name of Mr. V. S. Jain for being appointed as a Director of the Company.

Mr. Asanka Rodrigo ceased as Alternate Director to act in place of Mr. Donald M. Peck on November 7, 2011.

Mr. Donald M. Peck and Mr. Bharat Anand, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Shareholdings in the Company by its Directors as at March 31, 2012, are as under:

Name of the Director No. of Shares of Rs.2/- each held

Shri Jai H. Dalmia 16,35,010

Shri Y H. Dalmia 7,51,880

Shri Gautam Dalmia 7,51,990

Shri Puneet Yadu Dalmia 7,42,055

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12.

CEO/CFO REPORT ON ACCOUNTS

As required under clause 49 of the Listing Agreement, the CEO/CFO's Report on the Accounts is attached.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956 your Directors declare that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no departures have been made there from;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(d) the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. S. Kothari Mehta & Co., Chartered Accountants the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said Section.

For and on behalf of the Board

Place : New Delhi P. K. Khaitan

Dated : May 18, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting the Annual Report and Audited Statements of Account of the Company for the yearended March 31,2011.

FINANCIAL RESULTS

(Rs in Million) FY -11 FY -10

Net Sales Turnover 1346 -

Profit before interest, depreciation and tax (EBITDA) 301 1

Less: Interest and Financial Charges 1 -

Profit before depreciation and tax (PBDT) 300 1

Less: Depreciation 14 -

Profit before tax (PBT) 286 1

Provision for current tax 73 -

Provision for deferred tax (1) -

Profit after tax (PAT) 214 1

Add: (i) Surplus brought forward 1 -

Profit available for appropriation 215 1

APPROPRIATIONS:

General Reserve 22 -

Proposed Dividend 102 -

Dividend Distribution tax thereon 16 -

Balance carried forward 75 1

215 1

The results for the year under review are not comparable with that of the earlier previous year on account of implementation of the Scheme ofArrangement,detailed herein below.

DIVIDEND

Your Directors have decided to recommend a maiden final dividend amounting to f. 25 per equity share of the face value of Rs2/-each.

SCHEME OF ARRANGEMENT

The Scheme of Arrangement between Dalmia Bharat Sugar and Industries Limited (formerly known as Dalmia Cement (Bharat) Limited, the Company, Dalmia Cement (Bharat) Limited (formerly known as Avnija Properties Limited) and DCB Power Ventures Limited, which was approved by the Madras High Court by its Order dated July 29, 2010 was made effective on September 01, 2010. In accordance with the said Scheme of Arrangement, the refractory business carried out in the name and style of Dalmia Refractories stood transferred and vested in the Company with effect from the appointed date, viz., April 01, 2010. The cement business got vested in a subsidiary, Dalmia Cement (Bharat) Limited, and the power business comprising of captive thermal power plants installed at the cement units got vested in its ultimate subsidiary, DCB Power Ventures Limited. The results for the year ended March 31,2011 are, therefore, not strictly comparable with that of the immediately preceding year.

SHARE CAPITAL AND LISTING OF SHARES

In terms of the aforesaid Scheme of Arrangement, the Company issued and allotted 8,09,39,303 Equity Shares of X2I- each in the capital of the Company to those Shareholders of Dalmia Bharat Sugarand Industries Limited holding shares on the record date, i.e. September 27,2010, fixed bythe Board of Directors forthis purpose.

The Equity Shares of the Company now stand listed on the Bombay Stock Exchange, National Stock Exchange and Madras Stock Exchange.

Consequent upon the issue of shares, the Company ceased to be a wholly owned subsidiary of Dalmia Bharat Sugar and Industries Limited.

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2010-11.

CORPORATE GOVERNANCE

The Company's corporate governance practices have been detailed in a separate chapter and is annexed to and forms part of this Report. The Auditors certificate on the compliance of Corporate Governance Code embodied in Clause 49 of the Listing Agreement is also attached as annexure and forms part of this Report.

LISTING OF SHARES

The Company's shares are listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock Exchange.

INDUSTRIAL RELATIONS

The industrial relations during the year under review remained harmonious and cordial.The Directors wish to place on record their appreciation for the excellent cooperation received from all employeesat various units of the Company.

EMPLOYEES'PARTICULARS

The statement giving particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made thereunder, is annexed. However, in terms of the proviso (b)(iv) to Section 219(1) of the Companies Act, 1956 the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGETRANSACTIONS

A statement giving details of Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure - A. As the Company is getting its goods manufactured on job work basis, the details regarding Conservation of Energy,Technology Absorption are not applicable andarethus not furnished.

SUBSIDIARIES

The Annual Repo rtofDalmiaCement (Bharat) Limited it attached.

The Central Government vide Notification No. 5/12/2007 - CL III, dated February 08, 2011 has exempted all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors' Report and audited accounts of the Company's Subsidiaries, Dalmia Power Limited, DCB Power Ventures Limited, Kanika Investment Limited, and the Subsidiaries of Dalmia Cement (Bharat) Limited, viz., Ishita Properties Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D. I. Properties Limited, Hemshila Properties Limited, Arjuna Brokers & Minerals Limited, Shri Radha Krishna Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, Sri Shanmugha Mines & Minerals Limited, Sri Dhandauthapani Mines and Minerals Limited, Sri Trivikrama Mines and Properties Limited, Sri Madhusudhana Mines and Properties Limited, Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited and Golden Hills Resort Private Limited for the year ended March 31, 2011 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company's websitewww.dalmiabharat.com.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public till date.

DIRECTORS

Mr. Bharat Anand and Mr. Donald M. Peck were co-opted as Additional Directors on the Board of Directors of the Company in the Meeting held on OctoberOI ,2010.

Mr. Jai Hari Dalmia, Mr. Yadu Hari Dalmia, Mr. Gautam Dalmia, Mr. Puneet Yadu Dalmia, and Mr. P. K. Khaitan were appointed as Directors of the Company in the Meeting held on February 11, 2011. The appointment of Mr. Yadu Hari Dalmia as Managing Director with effect from the said date and the appointment of Mr. Jai Hari Dalmia as Managing Director of the Company effective April 01,2011 were also approved by the Board in the said Meeting.

Mr. B. B. Mehta and Mr. Rajesh Kumar Ghai, Directors, ceased to hold office on February 12, 2011 and February 18, 2011, respectively, owing to their resignations. The Board places on record its appreciation for the valuable contribution made by them during theirtenure on the Board.

Mr. Asanka Rodrigo was appointed as an Alternate Director to act in place of Mr. Donald M. Peckin the Meeting held on May 26,2011.

Mr. N. Gopalaswamy, Director, retires by rotation at the ensuing Annual General Meeting.

The other Directors, namely, Mr. Bharat Anand, Mr. Donald M. Peck, Mr. Gautam Dalmia, Mr. Puneet Yadu Dalmia and Mr. P. K. Khaitan hold office till the conclusion of the ensuing Annual General Meeting. The Company has received Notices from a Shareholder together with requisite deposit as required under the provisions of section 257 of the Companies Act, 1956 to the effect that he intends to propose the name of the said persons for being appointed as a DirectoroftheCompany.

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

Name of the Director No. of Shares of Rs2 each held

Mr. Jai H. Dalmia 1,635,010

Mr. YH. Dalmia 751,880

Mr. Gautam Dalmia 751,990

Mr. Puneet Yadu Dalmia 742,055



CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements forthefinancialyear2010-11.

CEO/CFOREPORTON ACCOUNTS

As required under clause 49 of the Listing Agreement, the CEO/CFO's Report on the Accounts is attached.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956your Directors declare that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and no departures have been made there from;

(b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and ofthe profit of theCompanyforthat period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities;and

(d) the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. S. S. Kothari Mehta &Co., Chartered Accountants the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained from them a certificate to the effect that their re- appointment, if made, would be in conformity with the limits prescribed in thesaid Section.

For and on behalf of the Board

Place: New Delhi N.Gopalaswamy Y.H.Dalmia

Dated: May26,2011 Director Managing Director

 
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