Mar 31, 2017
Dear Members,
The Directors have pleasure in submitting their sixty seventh report on the audited financial statements of the Company for the financial year ended March 31, 2017.
FINANCIAL HIGHLIGHTS
(Rs. Crore)
FY -17 |
FY - 16 |
|
0047ross Revenue |
3,231.62 |
2,999.91 |
Net Revenue |
2,876.07 |
2,635.65 |
Profit before interest, depreciation and tax |
811.52 |
640.75 |
Less: Interest and Financial Charges |
134.87 |
134.53 |
Less: Depreciation |
146.26 |
203.06 |
Profit before taxation |
530.39 |
303.16 |
Provision for taxes |
159.24 |
56.98 |
MAT credit charge/(entitlement) |
-12.72 |
0.00 |
Profit after taxation |
383.87 |
246.18 |
Add: Surplus brought forward |
857.35 |
703.19 |
Profit available for appropriation |
1,241.22 |
949.37 |
Surplus carried forward after appropriations |
1,218.72 |
857.35 |
Other Comprehensive Income |
||
Balance at the year beginning |
-0.67 |
- |
Add: Amount for the year |
0.15 |
-0.67 |
Balance at the year end |
-0.52 |
-0.67 |
Previous financial year figures have been restated as per IND AS.
OPERATIONS AND BUSINESS PERFORMANCE
The Company is the worldâs lowest carbon-intensive cement producers and one of the lowest power consumers per tonne of cement produced in line with a growing use of non-fossil fuels and alternative cementitious products.
The Companyâs performance during financial year 2016-17 is a showcase of how cement companies that have invested in the right strategy can grow across industry cycles. The Company has focused on improving all the efficiency parameters which in turn has helped to improve the margins. The result is that we have been successful in increasing our net revenue for the financial year 2016-17 by 7.72% which is Rs.3,231.62 Crore as compared to Rs.2,999.91 Crore in financial year 2015-16 and the profit before tax for financial year 2016-17 has increased by 74.95% which is Rs.530.39 Crore as compared to Rs.303.16 Crore in financial year 2015-16.
Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during the financial year 2016-17.
The Company continues to be in the business of manufacturing cement and refractories during the financial year 2016-17. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.
TRANSFER TO RESERVES
The Company proposes to retain the entire earnings for the future growth of its business and not to transfer any amount to the general reserve.
DIVIDEND
Your Directors have recommended a dividend of? 5/- (250%) per equity share of face value of Rs.2/- each for the current financial year ended on March 31, 2017, as against dividend of Rs.4/- (200%) per equity share paid during the immediately preceding year, having considered various financial and non-financial factors prevailed during the year, in terms of the Dividend Distribution Policy of the Company.
The dividend distribution would result in a cash outgo of Rs.34.24 Crore (including tax on dividend of Rs.5.79 Crore) compared to Rs.27.39 Crore (including tax on dividend of Rs.4.63 Crore) paid as interim dividend during financial year 2015-16.
CREDIT RATING
During the financial year 2016-17, ICRA has reaffirmed rating for long term and short term facilities of the Company at AA and A1 , respectively, signifying the sound financial management and the ability to meet financial obligations. ICRA has assigned the rating after taking into account inter-alia the cash assertive and operationally efficient cement operations, the strong market position, healthy growth and strong profitability of the Company.
BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR MEETINGS
During the financial year 2016-17, five Board meetings were held. Reference is invited to the Corporate Governance Report, which forms part of this Report, for the details of Board of Directors, its committees and their meetings.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Gautam Dalmia, Director of the Company, would retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. He has given declaration to the effect that he is qualified to be re-appointed as Director of the Company.
The Key Managerial Personnel, namely, Shri Puneet Yadu Dalmia, Managing Director, Shri Mahendra Singhi, Chief Executive Officer and Whole Time Director, Shri H. L. Agarwal, Senior Executive Director (Finance) and Chief Financial Officer and Smt. Rachna Goria, General Manager (Legal) & Company Secretary continue to hold their respective offices during the current financial year.
The Independent Directors, namely, Shri Pradip Kumar Khaitan, Shri D. N. Davar, Shri V. P. Sood and Smt. Sudha Pillai, have given their respective declaration of independence. They have also held a separate meeting wherein they have inter-alia reviewed the performance of Non-Independent Directors, Chairman and Board as a whole.
The Board members are provided with necessary documents, updates and policies to enable them familiarise with the Companyâs procedures and practices. Periodic presentations on industry, business segments, legal updates and related responsibilities of Directors, are made at the Board meetings of the Company. The details of familiarisation programs for Independent Directors of the Company can be accessed at http://www.oclindialtd.in/board_of_ directors.php
The Nomination and Remuneration Policy of the Company on Directorâs appointment and remuneration is attached as Annexure -I and forms part of this Report.
The formal annual evaluation of performance of Board, its Committees and individual Directors was made in accordance with criteria for performance evaluation of Board, its Committees and Directors (including Independent Directors), as approved by Nomination and Remuneration Committee and the Board of Directors, and the SEBI Guidance Note on Board evaluation.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors state that:
a) In the preparation of the Annual Accounts for the financial year ended March 31, 2017, 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 judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on March 31, 2017 and of the profit of the Company for the year ended on that date;
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 fraud and other irregularities;
d) The Directors have prepared the annual accounts of the Company 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 are operating effectively.
f) The Directors have devised proper systems 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
The particulars of remuneration of Directors/key managerial personnel/ employees and other required details are attached as Annexure - II and forms part of this Report.
Further, a statement showing the names and other particulars of the employees drawing remuneration in excess of the prescribed limits are attached as Annexure - IIA and forms part of this Report.
SHIFTING OF THE REGISTERED OFFICE
The registered office of the Company is being shifted from the State of Odisha to the State of Tamil Nadu under the Jurisdiction of the Registrar of Companies, Chennai.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
OCL Global Limited and Odisha Cement Limited are wholly owned subsidiaries of the Company and OCL China Limited is the step down subsidiary in which OCL Global Limited holds 90% shares. The Company is a joint venture partner in Radhikapur (West) Coal Mining Private Limited with Rungta Mines Limited and Ocean Ispat Limited having a stake of 7.029% in the share capital. In terms of the Companyâs Policy on Material Subsidiary Companies, accessible on the Companyâs website at http://www.oclindialtd.in/ postal_doc/MaterialSubPolicy. pdf, the Company does not have any material subsidiary.
A detailed report on the performance and financial position of each of Companyâs subsidiaries and joint venture company for the financial year ended March 31, 2017 in Form AOC 1 is attached and marked as Annexure - III and forms parts of this Report. The annual reports of subsidiaries and joint venture company are not being published and any member desirous of obtaining a copy of the same may write to the registered office of the Company or download the same from the Companyâs website www.oclindialtd.in. Any member desirous to inspect the same, may conduct inspection at the registered office of the Company during business hours.
SCHEMES OF ARRANGEMENT AND AMALGAMATION
Scheme 1:
The Scheme of Arrangement and Amalgamation amongst the Company, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement Limited and their respective shareholders and creditors (âScheme 1â), which was approved by the Board of Directors on March 28, 2016, has been approved by BSE Limited and National Stock Exchange of India Limited and both the stock exchanges have given their observation letter on July 12, 2016. The Scheme 1 has also been approved by the shareholders and secured creditors of the Company at their respective court convened meetings held on November 27, 2016. The Scheme has also been approved by minority shareholders through postal ballot process in terms of Securities and
Exchange Board of India circular dated November 30, 2015.
After coming into force of the provisions of the Companies Act, 2013 pertaining to compromises, arrangements and amalgamations and the Companies (Transfer of Pending Proceedings) Rules, 2016 with effect from December 15, 2016, the proceedings before the Jurisdictional High Courts have been / are being transferred to jurisdictional National Company Law Tribunal Bench(s) and are pending for their sanction.
Scheme 2:
Scheme of Arrangement and Amalgamation amongst Odisha Cement Limited, Dalmia Bharat Limited and Dalmia Cement (Bharat) Limited (âScheme 2â) has been approved by the Board of Directors at its meeting held on November 05, 2016, as Scheme 2 involves its wholly owned subsidiary, i.e., Odisha Cement Limited and is inter-alia conditional upon the effectiveness of the Scheme 1, subject to approval of shareholders, creditors and other applicable regulatory authorities. Scheme 2 has been approved by the Stock Exchanges on May 05, 2017.
CONSOLIDATED FINANCIAL STATEMENTS
This annual report includes consolidated financial statements for the financial year 2016-17 which have been prepared based on audited financial statements of all subsidiaries including step down subsidiaries of the Companies.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report describing the initiatives taken by the Company from environment, social and governance perspective is attached hereto and forms part of this Report.
CORPORATE GOVERNANCE REPORT
Your Directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth for the Company. Being a professionally run company, it is ensured that the corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. The sound corporate governance practices are fundamental to the quest of our Company in delivering long terms value to all the stakeholders. The Companyâs corporate governance practices have been detailed in the Corporate Governance Report and same is attached hereto together with the Auditorsâ certificate thereon and forms part of this Report.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 giving inter-alia details of shareholding pattern, indebtness, managerial remuneration is attached and marked as Annexure - IV and forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors have constituted a Corporate Social Responsibility Committee responsible to identify, monitor and review corporate social responsibility activities of the Company and provide strategic direction for implementation of the Corporate Social Responsibility Policy of the Company. The Corporate Social Responsibility Policy may be accessed on the Companyâs website www.oclindialtd.in. The prime objective of said Policy is to hasten social, economic and environmental progress of community at large.
Pursuant to the said Policy, the Company has made expenses aggregating to Rs.3.61 Crore towards corporate social responsibility activities during the financial year 2016-17 covering education, health & sanitation, skill development, rural infrastructure development, rural sports, environment conservation, etc. which is 2% of average net profits of the Company made during three immediately preceding financial years.
RELATED PARTY POLICY AND TRANSACTIONS
The Company has formulated a Related Party Transactions Policy and the same is posted on the Companyâs website at http://www. oclindialtd.in/postal_doc/RelPartyPolicy.pdf .
The particulars of contracts or arrangements with the related parties in Form AOC 2 are attached as Annexure - VI and forms part of this Report.
RISK MANAGEMENT
Your Directors have constituted a Risk Management Committee which is mandated to review the risk management plan/process of your Company and to ensure that it has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systematic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood. The purpose of risk management is not to eliminate the risks inherent to the business but to proactively address such risks. The Committee oversees the risk management process on an ongoing basis.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has in place the Whistle Blower Mechanism for Directors, employees and other stakeholders to report concerns inter alia about breach of code of conduct, financial irregularities, health, safety, environmental issues. Adequate safeguards are provided against victimisation of stakeholders and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The Whistle Blower Mechanism is posted on the Companyâs website www.oclindialtd.in.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013
Your Company is committed to create a workplace, at all of its working locations, that, all the times, is free from harassment and discrimination, where co-workers are respected, and provided an appropriate environment so as to encourage good performance and conduct.
The Company has in place Charter against sexual harassment of women at workplace in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, one complaint was received and disposed off.
LOANS, GUARANTEES, SECURITY AND INVESTMENTS
Particulars of loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note nos. 10, 11 and 42.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has requisite policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The internal control systems are subjected to regular reviews, self assessments and audits and based on such reviews, we believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure - VII and the same forms part of this Report.
AUDITORS
Statutory Auditor
M/s. V. Sankar Aiyer & Co., Chartered Accountants (Firm Registration No. - 109208W), the Auditors of your Company shall hold office till the conclusion of the ensuing Annual General Meeting and they shall not be eligible for re- appointment due to expiry of the maximum permissible tenure as the Auditors of your Company in terms of the Companies Act, 2013. Your Board places on record its in deep appreciation for the valuable contributions of the Auditors during their long association since inception of your Company and wishes them success in future.
Based on the recommendation of the Audit Committee, your Board has, at its meeting held on May 10, 2017, appointed M/s S. S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.000756N) as the Auditors of the Company in place of the retiring auditors M/s V. Sankar Aiyer & Co., Chartered Accountants to hold office from the conclusion of the ensuing 67th Annual General Meeting until conclusion of the 72nd Annual General Meeting of your Company to be held in the year 2022, subject to approval of the members of the Company at the ensuing Annual General Meeting and ratification by the members of the Company every year thereafter.
M/s S. S. Kothari Mehta & Co., Chartered Accountants have confirmed their eligibility to be appointed as Auditors of the Company. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Cost Auditor
M/s R. J. Goel & Co., Cost Accountants, having consented to act as Cost Auditors and having given certificate that their re-appointment would be within the prescribed limits and that they are not subject to disqualifications and are an independent firm of Cost Accountants and are at armsâ length relationship with the Company, have been appointed by the Board of Directors as Cost Auditors of the Company for the financial year 2017-18.
Secretarial Auditor and their report
The Board of Directors has appointed Vikas Gera & Associates as Secretarial Auditors of the Company for the financial year 2017-18.
COMMENTS ON AUDITORS OBSERVATIONS
The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any comments and explanation. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act.
There is no qualification, reservation or adverse remark or disclaimer made by Statutory Auditors/Secretarial Auditors in their respective reports.
The Auditors, in Annexure A to their report, have mentioned that payment(s) of income tax for last year of Rs.83.19 Crore and advance income tax instalments for current year estimated by the Company at Rs.56.24 Crore were outstanding. The said tax payments are not envisaged in the event of approval of the Scheme of Arrangement and Amalgamation pending before the National Company Law Tribunal
PUBLIC DEPOSITS
No public deposits are accepted by the Company after March 31, 2015.
ORDERS PASSED BY REGULATORS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
SAFETY, HEALTH AND ENVIRONMENT
Safety and health of employees and clean environment is the core value of the Company. The world class EHS Management System has already been implemented at all the operations. The endeavour of the Company is to continue safe and healthy environment at all its plants. Towards this end, regular training programmes are being conducted for all levels of employees. Safety, health and environment audit is conducted by external auditors on annual basis.
Towards greener environment, the Company and employees have made it a habit to plant more and more trees.
INDUSTRIAL RELATIONS
Industrial relations during the year under review were peaceful and cordial.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the support provided by the Companyâs bankers and financial institutions.
The Directors acknowledge the dedication and commitments of the employees at all levels and also take this opportunity to thank all the valued customers who have appreciated the Companyâs products and have patronised them.
Your Directors convey their grateful thanks to the Government Authorities (Central & States), shareholders, distributors and dealers for their continued assistance, co-operation and patronage.
For & on Behalf of the Board of Directors
Puneet Yadu Dalmia Mahendra Singhi
Managing Director CEO and Whole Time Director
DIN: 00022633 DIN: 00243835
Place: New Delhi
Date: May 10, 2017
Mar 31, 2016
THE DIRECTORS HAVE PLEASURE IN SUBMITTING THE SIXTY SIXTH ANNUAL REPORT
AND AUDITED STATEMENTS OF ACCOUNT OF THE COMPANY FOR THE YEAR ENDED
MARCH 31, 2016.
Financial Highlights
(In Rs. Crore)
2015-16 2014 -15
Net Revenue 2635.65 2199.24
Profit before interest, depreciation and
tax (EBITDA) 594.07 370.95
Less: Interest and Financial Charges 132.91 71.01
Profit before depreciation and tax (PBDT) 461.16 299.94
Less: Depreciation 171.55 138.92
Profit before taxation (PBT) 289.60 161.02
Provision for Current tax 91.19 32.91
Provision for Deferred tax - 37.87 16.25
MAT credit charge/(entitlement) 0.00 -1.83
Profit after taxation (PAT) 236.29 113.69
Add: Surplus brought forward 118.76 155.59
Profit available for appropriation 355.05 269.28
Appropriations:
General Reserve 0.00 120.00
Debenture Redemption Reserve 37.24 3.13
Proposed Dividend 0.00 22.76
Interim Dividend 22.76
Dividend Distribution tax thereon 4.63 4.63
Balance carried forward 290.42 118.76
355.05 269.28
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 Year 2015-16.
Dividend
The Directors had declared an interim dividend of Rs.4/- per equity
share of Rs.2/- each (i.e., 200%). The said interim dividend shall be
deemed as the final dividend for the current Financial Year ended on
March 31, 2016.
Transfer to General Reserve
The Company proposes not to transfer any funds to the General Reserve.
Changes in Business
There has been no change, during the Financial Year 2015-16, in the
business carried on by the Company.
Corporate Governance Report
The Company''s corporate governance practices have been detailed in the
Corporate Governance Report in terms of Schedule V of the SEBI (LODR)
Regulations, 2015 and same is attached separately together with the
Auditors'' Certificate thereon and forms part of this Report.
Scheme of Arrangement and Amalgamation
The Board of Directors has at its meeting held on March 28, 2016
approved the Scheme of Arrangement and Amalgamation amongst the
Company, Dalmia Cement East Limited, Shri Rangam Securities & Holdings
Limited, Dalmia Bharat Cements Holdings Limited and Odisha Cement
Limited and their respective shareholders and creditors involving the
following:
(a) Slump Sale of Rail, Power & Solid Waste Management System
Undertakings of the Company to Odisha Cement Limited, a wholly owned
subsidiary of the Company, as a going concern, together with all its
properties, assets, liabilities, rights, benefits and interest therein,
without assigning value to individual assets and liabilities.
(b) Amalgamation of residual of the Company with Odisha Cement Limited.
(c) Slump Sale of Rail & Solid Waste Management System Undertakings of
Dalmia Cement East Limited to Odisha Cement Limited as a going concern,
together with all its properties, assets, liabilities, rights, benefits
and interest therein, without assigning value to individual assets and
liabilities;
(d) Amalgamation of (i) residual Dalmia Cement East Limited, (ii)
Dalmia Bharat Cements Holdings Limited and (iii) Shri Rangam Securities
& Holdings Limited with Odisha Cement Limited; and
(e) Change in name of ''Odisha Cement Limited'' to "OCL India Limited".
The scheme has been filed with the Stock Exchange(s) for obtaining
their approval before seeking the approval of the High Court under the
provisions of the Companies Act, 1956.
Shifting of the Registered Office
The Board of Directors has, at its meeting held on March 28, 2016,
approved the Shifting of the Registered Office from the State of Odisha
to the State of Tamil Nadu under the Jurisdiction of the Registrar of
Companies, Chennai subject to the approval of the Shareholders and the
Central Government through the Regional Director, Kolkata.
Credit Rating
ICRA has certified long term rating at AA and the short term facilities
at A1 for your Company.
Subsidiaries, Associates and Joint Venture Companies
The Subsidiaries of the Company are OCL Global Limited, OCL China
Limited and Odisha Cement Limited. Radhikapur (West) Coal Mining
Private Limited is the Joint Venture Company of Rungta Mines Limited,
Ocean Ispat Limited and OCL India Limited. There is no Associate
Company. There has been no change in subsidiaries, joint ventures and
associate companies during the Financial Year 2015-16.
The Company''s Policy on Material Subsidiary Companies may be accessed
on the Company''s website at http://www.oclindialtd.in/
postal_doc/MaterialSubPolicy.pdf. In terms of the said policy, the
Company does not have any Material Subsidiary.
The report on the performance and financial position of each of
Company''s Subsidiaries, Associates and Joint Venture Companies for the
Financial Year ended March 31, 2016 in Form AOC 1 is attached as
Annexure - 1 and forms parts of this Report. The detailed Annual
Reports of Subsidiaries, Associates and Joint Venture Companies are not
being published in this report and any member desirous of obtaining a
copy of the same may write to the registered office of the Company or
download the same from the Company''s website www.oclindialtd.in. Any
member desirous to inspect the same, may conduct inspection at the
Registered Office of the Company during business hours.
Consolidated Financial Statements
In compliance with Section 129(3) of the Companies Act, 2013 ("Act")
and the Accounting Standard 21 on Consolidated Financial Statements and
Regulation 34(2)(b) of the SEBI (LODR) Regulations, 2015, this Annual
Report also includes Consolidated Financial Statements for the
Financial Year 2015-16.
Extract of Annual Return
In compliance with Section 134(3) read with Section 92(3) of the Act
and Rule 12 of Companies (Management and Administration) Rules, 2014,
the Extract of Annual Return in Form MGT-9 is attached as Annexure - 2
and forms part of this Report.
Directors and Key Managerial Personnel
Shri Jayesh Doshi, Director of the Company, would retire by rotation at
the forthcoming Annual General Meeting and being eligible offers
himself for re-appointment.
In addition to Shri Puneet Yadu Dalmia, Managing Director and Shri
Mahendra Singhi, Chief Executive Officer and Whole Time Director, Shri
H. L. Agarwal, Senior Executive Director (Finance) and Chief Financial
Officer and Smt. Rachna Goria, General Manager (Legal) & Company
Secretary are the Key Managerial Personnel of the Company.
The Independent Directors have given their respective declaration of
independence in terms of Section 149(7) of the Act and have also held a
separate meeting in terms of Schedule IV to the Act and inter-alia
reviewed the performance of Non-Independent Directors, Chairman and
Board as a whole and found the same to be satisfactory. Also, it was
recognised that valuable, significant and timely information was
provided by the management to the Board for its decision making.
The Board members are provided with necessary documents, reports and
policies to enable them familiarise with the Company''s procedures and
practices.
Periodic presentations on business segments are made at the Board
meetings of the Company. The details of familiarisation programs for
Independent Directors of the Company can be accessed at the website of
the Company at http://www.oclindialtd.in/board_of_ directors.php
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 Act is attached as
Annexure - 3 and forms part of this Report.
The Formal Annual Evaluation of performance of Board, its Committees
and individual Directors was made in accordance with Criteria for
performance evaluation of Board, its Committees and Directors
(including Independent Directors). It was noted that the Directors were
meeting highest standards professing and ensuring best practices in the
overall relation of Corporate Governance of the Company''s affairs.
Board Of Directors, its Committees and their Meetings
Reference is invited to the attached Corporate Governance Report, which
forms part of this Report, for the details of meetings of the Board and
its committees.
The Board has accepted all recommendations made by the Audit Committee.
Corporate Social Responsibility
A Corporate Social Responsibility Committee has been formed by the
Board of Directors. The Corporate Social Responsibility Policy
developed and implemented by the Company may be accessed on the
Company''s website www.oclindialtd.in.
Annual Report on Corporate Social Responsibility activities in terms of
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 is attached as Annexure - 4 and forms part of this Report.
Pursuant to the said policy, the Company has made expenses aggregating
to Rs.3.97 Crore towards Corporate Social Responsibility during the
Financial Year 2015-16 covering education, health & sanitation, skill
development, rural infrastructure development, rural sports,
environment conservation, etc. which is more than 2% of average net
profits of the Company made during three immediately preceding
Financial Years.
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 Company has formulated a Related Party Transactions Policy and the
same is posted on the Company''s website at http://www.
oclindialtd.in/postal_doc/RelPartyPolicy.pdf.
The particulars of contracts or arrangements with the related parties
referred to in section 188(1) of the Companies Act, 2013 in the
prescribed Form AOC 2 are attached as Annexure - 5 and forms part of
this Report.
Loans, Guarantees, Security and Investments
Particulars of Loans and Guarantees given, securities provided and
Investments made under Section 186 of the Act are provided in the
Standalone Financial Statements at note nos. 13 and 28.
Adequacy of Internal Financial Controls
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 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 Financial
Year ended on 31st March, 2016.
Whistle Blower Policy and Vigil Mechanism
The Company has in place the Whistle Blower Mechanism for Directors,
Employees and other Stakeholders with a view to provide for adequate
safeguards against victimisation of stakeholders and provide for direct
access to the Chairperson of the Audit Committee in appropriate cases
and the same is posted on the Company''s website www.oclindialtd.in.
Directors Responsibility Statement
In terms of provisions of Section 134 (3)(c) read with Section 134 (5)
of the Act, 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 have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2016 and of the Profit of the Company for
the year ended on that date;
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 fraud and other irregularities;
d) The Directors have prepared the annual accounts of the Company 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 are operating effectively.
f) The Directors have devised proper systems 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
The particulars of remuneration of Directors/Key Managerial Personnel/
Employees in terms of the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, are attached as Annexure - 6 and
forms part of this Report.
Further, in terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said Rules are attached as Annexure - 7 and
forms part of this Report.
Having regard to the provisions of first proviso to Section 136(1) of
the Act, the Annual Report excluding the aforesaid information in
Annexure - 7 is being sent to the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may conduct the inspection of the same at the registered office during
working hours twenty one days before the date of Annual General Meeting
and he may also write to the Company Secretary and same will be
furnished on request.
Auditors
Statutory Auditors
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the Sixty Seventh
Annual General Meeting of the Company to be held in the year 2017 and
is not eligible for re-appointment thereafter. However, their
appointment needs to be ratified by the shareholders at the forthcoming
Annual General Meeting in terms of Section 139 of the Act.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any comments and explanation.
During the year under review, the Auditors have not reported any matter
under Section 143 (12) of the Act.
Cost Auditor
M/s R. J. Goel & Co., Cost Accountants, having consented to act as Cost
Auditors and having given certificate that their re-appointment would
be within the prescribed limits and that they are not subject to
disqualifications and are an independent firm of Cost Accountants and
are at arms'' length relationship with the Company, been appointed by
the Board of Directors as Cost Auditors of the Company for the
Financial Year 2016-17 for conducting cost audit in respect of Cement
business of the Company.
Secretarial Auditor and their Report
The Board of Directors has appointed Vikas Gera & Associates as
Secretarial Auditor of the Company for the Financial Year 2016-17. The
Secretarial Audit Report given by the Secretarial Auditor in Form MR-3
is annexed as Annexure - 8 and forms part of this Report.
Comments on Auditors Observations
There is no qualification, reservation or adverse remark or disclaimer
made by Auditor/Secretarial Auditor in their respective reports.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information required under Section 134(3) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 with regard to
conservation of energy, technology absorption and foreign exchange
earnings and outgo is given in Annexure - 9 and the same forms part of
this Report.
Deposits
The Company has repaid all the public deposits on March 31, 2015 and no
public deposits are accepted thereafter.
Orders Passed by Regulators
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company''s
operations in future.
Disclosure under The Sexual Harassment of Women at Workplace
(Prevention Prohibition & Redressal) Act, 2013
The Company has in place Charter against sexual harassment of women at
workplace in compliance with Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. During the year, no
complaint has been received by the Internal Complaints Committee/s.
Health, Safety and Environment
Health and safety of employees and clean environment is the core value
of your Company. The world class EHS Management System has already been
implemented at all the operations. The endeavour of your Company is to
continue safe and healthy environment at all its plants. Towards this
end, regular training programmes are being conducted for all levels of
employees.
Towards greener environment, your Company and employees have made it a
habit to plant more and more trees. Your Company has Bagged Pollution
Control Appreciation Award from OSPCB for Lanjiberna Mines, Greentech
Environment Award and ICC Environment Award-2015 for Cement Plant.
Industrial Relations
Industrial Relations during the year under review were quite peaceful
and cordial.
Acknowledgements
Your Directors wish to place on record their appreciation of the
support provided by your Company''s Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated the Company''s products and have
patronised them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), shareholders, distributors and dealers
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Puneet Yadu Dalmia Mahendra Singhi
Managing Director Chief Executive Officer and
Whole Time Director
Place: New Delhi
Date: May 17, 2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting the Sixty Fifth Annual Report
and Audited Statements of Account of the Company for the year ended
March 31,2015.
FINANCIAL RESULTS
(Rs. Crore)
2014-15 2013-14
Net Revenue 2,199.24 1834.30
Profit before interest, depreciation
and tax (EBIDTA) 370.95 32 7.56
Less: Interest and Financial Charges 71.01 68.07
Profit before depreciation and tax 299 94 259 49
(PBDT) 299.94 299.94
Less: Depreciation 138.92 126.41
Profit before taxation (PBT) 161.02 133.08
Provision for Current tax 32.91 30.39
Provision for Deferred tax 16.25 6.89
MAT credit charge/(entitlement) -1.83 -2.08
Profit after taxation (PAT) 113.69 97.88
Add: Surplus brought forward 155.59 204.34
Profit available for appropriation 269.28 302.22
Appropriations:
General Reserve 120.00 120.00
Debenture Redemption Reserve 3.13 0.00
Proposed Dividend 22.76 22.76
Dividend Distribution tax thereon 4.63 3.87
Balance carried forward 118.76 155.59
1269.28 302.22
OPERATIONS AND BUSINESS PERFORMANCE
Management''s Discussion and Analysis for the year under review on the
operations and business performance, as stipulated under clause 49 of
the Listing Agreement with Stock Exchanges, is presented in a separate
section forming part of the Annual Report.
DIVIDEND
The Directors have recommended a dividend of Rs. 4/- per paid up equity
share of Rs. 2/- each for the current Financial Year ended on March
31,2015.
CAPTIVE COAL BLOCK
Hon''ble Supreme Court of India by its order dated September 24, 2014 on
a public interest litigation has declared all allocations of the Coal
Blocks made through Screening Committee and through Government
Dispension route since 1993 as illegal and has quashed the allocation
of Coal Blocks including Radhikapur (West) Coal Block.
CORPORATE GOVERNANCE REPORT
The Company''s corporate governance practices have been detailed in the
Corporate Governance Report which is attached separately and forms part
of this Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Subsidiaries of the Company are OCL Global Limited, OCL China
Limited and Odisha Cement Limited. Radhikapur (West) Coal Mining
Private Limited is the Joint Venture Company of Rungta Mines Limited,
Ocean Ispat Limited and OCL India Limited. There is no Associate
Company. There has been no change in subsidiaries, joint ventures and
associate companies during the Financial Year 2014-15.
The Company has formulated a Policy on Material Subsidiary Companies on
the recommendation of Audit Committee and with the approval by the
Board of Directors. The same is disclosed on the Company''s website at
http://www.oclindialtd. in/postal_doc/MaterialSubPolicy.pdf. In terms
of the said policy, the Company does not have any Material Subsidiary.
The report on the performance and financial position of each of
Company''s Subsidiaries, Associates and Joint Venture Companies for the
Financial Year ended March 31, 2015 in Form AOC 1 is attached as
Annexure - 1 and forms parts of this Report. The detailed Annual
Reports of Subsidiaries, Associates and Joint Venture Companies are
posted on the Company''s website www.oclindialtd.in.
EXTRACT OF ANNUAL RETURN
In compliance with Section 134(3) read with Section 92(3) of the
Companies Act, 2013 ("Act") and Rule 12 of Companies (Management and
Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9
is attached as Annexure - 2 and forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors has made following appointments to the Board,
subject to the approval of Shareholders in terms of the Companies Act,
2013,in its meeting held on March 31, 2015 -
a) Shri Puneet Yadu Dalmia as Managing Director, Key Managerial
Personnel for a term of five years with effect from April 01, 2015 to
March 31, 2020 as not liable to retire by rotation.
b) Smt. Sudha Pillai as an Additional Director in the category of
Independent Director for a term of five years with effect from March
31, 2015 to March 30, 2020 as not liable to retire by rotation.
c) Shri Mahendra Singhi as an Additional Director and as Chief
Executive Officer and Whole Time Director, in the category of Key
Managerial Personnel, for a term of four years with effect from April
01, 2015 to March 31, 2019 as not liable to retire by rotation.
d) Shri Amandeep as an Additional Director and as Whole Time Director
and Chief Executive Officer - Cement Division of the Company for a term
of five years with effect from April 01,2015 to March 31,2020 as liable
to retire by rotation.
e) The Board of Directors has also appointed Shri Gautam Dalmia and
Shri Jayesh Doshi as Additional Directors with effect from April 01,
2015 to hold office as such till the forthcoming Annual General Meeting
The term of Shri Gaurav Dalmia as Managing Director and Shri D. D. Atal
as Whole Time Director has expired on March 31, 2015. Also, Shri D. D.
Atal and Dr. S. R. Jain have resigned from the Board of Directors with
effect from March 31, 2015 and Dr. R. C. Vaish has resigned with effect
from May 10, 2015.
The Board places on record its appreciation for the valuable services
rendered by each of them during their tenure with the Company and with
the Board.
Shri Gaurav Dalmia, Director of the Company, would retire by rotation
at the forthcoming Annual General Meeting and being eligible offer
himself for re-appointment.
In addition to Shri Puneet Yadu Dalmia, Managing Director and Shri
Mahendra Singhi, Chief Executive Officer and Whole Time Director, Shri
D. N. Singh, Chief Financial Officer and Executive Director (Finance)
and Smt. Rachna Goria, General Manager (Legal) & Company Secretary are
the Key Managerial Personnel of the Company.
Declaration by Independent Directors and their meeting
Independent Directors have given declaration in terms of Section 149(7)
of the Act that they meet the criteria of independence as provided in
Section 149(6) of the Act.
The Independent Directors held a separate meeting in terms of Schedule
V to the Companies Act, 2013 and inter-alia reviewed the performance of
Non-Independent Directors, Chairman and Board as a whole and found the
same to be satisfactory. Also, it was recognized that valuable,
significant and timely information was provided by the management to
the Board for its decision making.
Familiarization Programme for Independent Directors
The Board members are provided with necessary documents, reports and
policies to enable them familiarize with the Company''s procedures and
practices.
Periodic presentations on business segments are made at the Board
meetings of the Company. One such presentation on cement business of
the Company made at the Board of Directors meeting was posted on the
Company''s website at http://www.oclindialtd.in/board_of_directors.php
Nomination and Remuneration Policy
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 Act has been approved
by the Board of Directors on the recommendation of the Nomination and
Remuneration Committee. The said Policy is attached as Annexure - 3 and
forms part of this Report.
Formal Annual Evaluation of Performance of Board/ Committees and
Directors
The Formal Annual Evaluation of performance of Board, its Committees
and individual Directors was made at the Board meeting in accordance
with Criteria for performance evaluation of Board, its Committees and
Directors (including Independent Directors) as was approved by the
Board of Directors on recommendation of the Nomination and
Remuneration Committee. It was noted that the Directors were meeting
highest standards professing and ensuring best practices in the overall
relation of Corporate Governance of the Company''s affairs. The Criteria
for performance evaluation of Board, its Committees and Directors
including Independent Directors is attached as Annexure - 4 and forms
part of this Report.
BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR MEETINGS
Reference is invited to the attached Corporate Governance Report, which
forms part of this Report, for the details thereof.
The Board has accepted all recommendations made by the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
A Corporate Social Responsibility Committee has been formed by the
Board of Directors. The said Committee comprised of the following
members -
a) Dr. R. C. Vaish - Chairman
b) Shri Gaurav Dalmia - Member
c) Shri V. P Sood - Member
d) Shri D. D. Atal - Member
However, pursuant to the expiry of term of Shri Gaurav Dalmia as
Managing Director and of Shri D. D. Atal as Whole Time Director and
resignation of Shri D. D. Atal from the Board of Directors with effect
from March 31, 2015 and resignation of Dr. R. C. Vaish with effect from
May 10, 2015, the CSR Committee has been reconstituted as under:
i) Shri V. P. Sood -Independent Director- Chairman
ii) Shri Mahendra Singhi - CEO and Whole Time Director
iii) Shri Amandeep - Whole Time Director
A Corporate Social Responsibility Policy, as recommended by the
Corporate Social Responsibility Committee, has been approved by the
Board of Directors. The said Policy may be accessed on the Company''s
website www.oclindialtd.in.
Annual Report on Corporate Social Responsibility activities in terms of
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 is attached as Annexure -5 and forms part of this Report.
Pursuant to the said policy, the Company has made expenses aggregating
to Rs. 2.79 Crore towards Corporate Social Responsibility during the
Financial Year 2014-15, which is more than 2% of average net profits of
the Company made during three immediately preceding Financial Years.
RISK MANAGEMENT
A Risk Management Committee has been formed by the Board of Directors.
The said Committee comprised of the following members -
a) Shri D. N. Davar - Chairman
b) Shri Gaurav Dalmia - Member
c) Dr. R. C. Vaish - Member
d) Dr. S. R. Jain - Member
e) Shri D. D. Atal
However, in view of resignation of Dr. S. R. Jain and Shri D. D. Atal
from the Board of Directors with effect from March 31, 2015 and of Dr.
R. C. Vaish with effect from May 10, 2015, Shri Mahendra Singhi and
Shri Amandeep have been inducted as members of the said Committee with
effect from April 01, 2015.
The terms of the reference of the Risk Management Committee in brief
are as under:
a) To identify the elements of risk, if any, from time to time, that in
the opinion of the Board may threaten the existence of the Company.
b) To monitor and review the existing risk management plan and such
other functions as it may deem fit.
c) To lay down the procedures to inform the Board members about the
risk assessment and minimization procedures.
The Risk Management Committee has approved appointment of professional
firm having exposure in the study of various business risks relating to
the industry to assist in developing a Risk Management Policy document
identifying various risks and their mitigation plans.
RELATED PARTY POLICY AND TRANSACTIONS
The Company has formulated a Related Party Transactions Policy on the
recommendation of Audit Committee and approval by the Board of
Directors. The same is posted on the Company''s website at
http://www.oclindialtd.in/postal_doc/ RelPartyPolicy.pdf.
There are no contracts or arrangements or transactions with Related
Parties which are not on arms length basis and there are no material
contracts or arrangements or transactions which are at arms length
basis.
LOANS, GUARANTEES, SECURITY AND INVESTMENTS
Particulars of Loans and Guarantees given, securities provided and
Investments made under Section 186 of the Act are provided in the
Standalone Financial Statements at note nos. 13 and 29.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls
commensurate with the size and volume of business of the Company and
same are operating effectively. No material weakness in the internal
control system has been observed. Further, a professional firm is being
appointed to assist in documenting existing process for internal
financial control (IFC).
WHISTLE BLOWER POLICY
The Company has made a Whistle Blower Policy for Directors & Employees
on the recommendation of Audit Committee and approval by the Board of
Directors. The same is disclosed on the Company''s website
www.oclindialtd.in.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 134 (3)(c) read with Section 134
(5)of the Act, 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 have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2015 and of the Profit of the Company for
the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the annual accounts of the Company 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 are operating effectively.
f) The Directors have devised proper systems 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
The particulars of remuneration of Directors/Key Managerial Personnel/
Employees in terms of the provisions of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, are attached as Annexure - 6 and
forms part of this Report.
Further, in terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said Rules are attached as Annexure - 7 and
forms part of this Report.
Having regard to the provisions of first proviso to Section 136(1) of
the Act, the Annual Report excluding the aforesaid information in
Annexure - 7 is being sent to the members of the Company and others
entitled thereto. Any member interested in obtaining such particulars
may write to the Company Secretary and same will be furnished on
request.
AUDITORS
Statutory Auditors
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the Sixty Seventh
Annual General Meeting of the Company to be held in the year 2017 and
is not eligible for re-appointment thereafter. However, their
appointment need to be ratified by the shareholders at the forthcoming
Annual General Meeting in terms of Section 139 of the Act.
Cost Auditor
The Company has received from M/s R. J. Goal & Co., Cost Accountants,
having office at 31, Community Center, Ashok Vihar, Phase - I, New
Delhi - 110 052 and having firm registration no. 00026, consent to act
as Cost Auditors and certificate to the effect that their
re-appointment would be within the prescribed limits under Section
141(3)(g) of the Act and that they are not subject to disqualifications
specified in Section 141(3) the Act. The Cost Auditors have further
certified that they are independent firm of Cost Accountants and are at
arms length relationship with the Company.
SECRETARIAL AUDITOR AND THEIR REPORT
The Board of Directors has appointed Vikas Gera & Associates as
Secretarial Auditor of the Company for the Financial Year 2014-15. The
Secretarial Audit Report given by the Secretarial Auditor in Form MR-3
is annexed as Annexure - 8 and forms part of this Report.
COMMENTS ON QUALIFICATION, RESERVATION OR AD- VERSE REMARK OR
DISCLAIMER MADE BY AUDITOR/ SECRETARIAL AUDITOR IN THEIR RESPECTIVE
REPORT
There is no qualification, reservation or adverse remark or disclaimer
made by Auditor/Secretarial Auditor in their respective reports.
UNCLAIMED SUSPENSE ACCOUNT
In terms of clause 5A of the Listing Agreement, the Company has opened
the demat account.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under Section 134(3) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 with regard to
conservation of energy, technology absorption and foreign exchange
earnings and outgo are given in Annexure -9 and forms part of this
Report.
DEPOSITS
The Company repaid all outstanding deposits as on March 31, 2015
aggregating to Rs. 7,85,91,322/- to 506 Deposit Holders in compliance
with Section 74 of the Act.
SIGNIFICANT ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company''s
operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place Charter against sexual harassment of women at
workplace in compliance with Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. During the year, no
complaint has been received by the Internal Complaints Committee/s.
HEALTH, SAFETY AND ENVIRONMENT
Health and safety of employees and clean environment receives utmost
priority at all locations of your Company. It has already implemented
EHS System and provided safe working environment at its plants and
mines. Use of personal protective equipment by employees have become
compulsory and training programs on health, safety and occupational
health are being conducted on a continuous basis. Your Company has
launched the new safety and housekeeping programme during the current
year which has substantially improved the plants housekeeping. The
endeavor of your Company is to make all its plants completely safe and
keep all its employees healthy. Your Company has taken up a new
initiative to make its plants and colony tobacco free area. Its''
Lanjiberna Limestone and Dolomite Mines has bagged six awards in the
52nd Annual Mines Safety Week organized by Director General of Mines
Safety, Chaibasa Region. Refractory Unit of your Company has bagged
15th Annual Greentech Environment Award-2015 in Silver category under
Chemical Sector. Your Company has planted many additional trees during
the year and has created green belt over 35% of its land. Your Company
has philosophy that ''clean and green'' is more profitable.
INDUSTRIAL RELATIONS
Industrial Relations during the year under review were quite peaceful
and cordial. Your Company entered in to long term wage settlement
granting substantial increase in wages and other benefits of workmen of
Cement, Refractory and Lanjiberna Mines.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support provided by your Company''s Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated the Company''s products and have
patronized them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), shareholders, distributors and dealers
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Puneet Yadu Dalmia
Managing Director
Mahendra Singhi
Chief Executive Officer and Whole Time Director
Place: New Delhi
Date: May 11,2015
Mar 31, 2014
Dear Members,
For the Year Ended March 31, 2014
The DirectoRs of your Company are pleased to present their Sixty Forth
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2014.
Working Results
Rs Lakhs)
2013-14 2012-13
Net Sales 1,84,854.19 1,80,883.30
Operating Profit 32,756.46 44,191.51
Les: Interest 6807.38 7,704.09
Depreciation 12,640.72 13,843.39
Profit before Taxation 13,308.36 22,644.03
Provision for Taxation
Current tax 3,039.95 5,900.00
Tax for previous Year 0.00 200.00
Deferred tax 688.80 905.44
MAT Credit available for set off -208.02 -
Profit after taxation 9,787.63 15,638.59
Add: Brought forward fom
previous year 20434.01 19,570.91
30,221.63 35,209.50
Transer to General Reserve 12,000.00 12,000.00
Transfer to Debenture Â
Redemption Reserve - 123.67
Proposed Dividend 2,276.01 853.50
Tax on Dividend 386.81 145.05
nterim Dividend - 1,422.50
Tax on Interim Dividend - 230.77
Surplus carried to Balance Sheet 15,558.81 20,434.01
30,221.63 35,209.50
Dividend
The DirectoRs recommend payment of dividend for the Financial Year
ended March 31, 2014 of Rs4/- per paid up equity share of Rs2/- each.
Appropriations
It is proposed to transfer Rs120 Crore to the General Reserve while
Rs155.58 Crore are proposed to be retained in the Profit and Loss
Account and cared to the Balance Sheet
Operations
The operational results of the current year vis a vis the previous year
have registered an increase of 2.19% in net sales and decrease of 26%
and 28.8% in the operating profits and profit before depreciation and
tax, respectively
For a detailed analysis of the performance of the Company for 2013- 14
reference is invited to the chapter on Management Dicussion and
Analysis of this report.
Expansion and Future Plans
Your Company has pleasure in informing you that 1.35 MnTPA cement
manufacturing unit in West Bengal has successfully commisioned in the
month of March, 2014.
Your Company has also Commissioned 2.5 MW Solar Power Plant at its
Kapilas Cement Manufacturing Works for use of green energy and to trade
in power market to harness Solar certificate in the month of March,
2014.
Your Company is also in the process of setting up 4.2 MW Waste Heat
Recovery Power Plant at Rajgangpur, attached to Line-ll clinkerisation
plant, to generate power from waste heat of the cement unit. There is a
delay in placing the order because the company could not get approval
from the authorities for considering the power generation from this
Co-generation plant as a substitute of cogeneration obligation of our
2x27 MW Captive Thermal Power Plants, without which there will not be
economic viability as the Company already has 100% self sufficient
Captive Power. Efforts are going on to get it recognized as
cogeneration obligation.
The refining of steel adds value and the present tend of refining by
special refractory component is growing in steel industries. Keeping
in view the present scenario your company has expanded the capacity of
precast - special product manufacturing facility at Rajgangpur. The
technology for manufacture of other refining system is being explored
and your company expects installation of manufacturing facility for
similar refining refractory/metallic equipments in near future.
Progress upon Captive Coal Block
Radhikapur (West) Coal Mining Private Limited, the joint venture
company incorporated for development of coal block at Radhikapur,
District Angul, Odisha along with Rungta Mines Limited and Ocean spat
Private Limited, the other Joint Venture partneRs has received
environment clearance and recommendation to Government of India for
Forest Clearance has also been sent by Odisha State Government. The
land acquisition process is yet to start by Odisha ndustrial
Infrastructure Development Corporation for which joint venture company
has already deposited the necessary advance money. Meanwhile, due to
slow process of statutory clearances, nter Ministerial Group has
reviewed the progress of coal block and decided to recommend
de-allocation order. Company has received de-allocation order. Your
company as well as joint venture company has filed a writ petition in
Hon''ble High Court of Delhi and got stay against de-allocation. The
fate of the coal block will be decided on merit basis along with other
similar cases
DirectoRs
Shri Pradip Kumar Khaitan, Director of the Company, shall retire by
rotation at the forthcoming Annual General Meeting in accordance with
the provisions of the Companies Act, 2013 and Company''s Articles of
Association and being eligible, offer himself for e- appointment
Shri D. N. Davar, Dr Sheo Raj Jain, Dr. R. C. Vaish and Shri V. P.
Sood, the existing Independent DirectoRs, shall be so appointed at the
Annual General Meeting in terms of Section with 149 of the Companies
Act, 2013 for a term of five yeaRs with effect fom Apri 01, 2014.
Listing of the Company''s Shares
The Company''s equity shares continue to be listed on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited.
DirectoRs Responsibility Statement
n terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your DirectoRs confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
materal departures, wherever applicable;
b)The DirectoRs have selected such accounting policies and applied them
consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affaiRs of the Company as on March 31, 2014 and of the Profit of the
Company for the year ended on that date;
c)The DirectoRs have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting faud and other
irregularities; and
d)The DirectoRs have prepared the annual accounts of the Company on a
going concern basis
Subsidiaries
The Annual Reports of OCL Global Limited, OCL China Limited and Odisha
Cement Limited ("Subsidiary Companies") for the Financial Year ended
March 31, 2014 are not being attached with this Annual Report of the
Company in terms of Ministry of Corporate AffaiRs'' General circular
number 2/2011 dated February 08, 2011 read with Section 212 of the
Companies Act, 1956. The annual accounts and the related information of
the Subsidiary Companies shall however be available to the shareholdeRs
of the Company and shareholdeRs of Subsidiary Companies, seeking such
information at any point of time. The annual accounts of the Subsidiary
Companies shall also be open for inspection by any shareholder(s) at
the Registered Office of the Company and of the Subsidiary Companies
concerned.
Consolidated Financial Statements
n compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the Financial Year 2013-14.
Management Relations with Employees and Labour
Relations of the Management with Employees and Labour remained cordial
during the year under review and the industrial peace and harmony was
maintained in the organization.
Fixed Deposits
As on March 31, 2014 there were 14 fixed deposits aggregating Rs12.01
Lacs which remained unclaimed beyond due dates, out of which deposits
aggregating Rs1.58 Lacs have since been repaid.
ParticulaRs of Employees
The particulaRs of the employees as required under Section 217(2A) of
the Companies Act, 1956 read with the Companies (ParticulaRs of
Employees) Rules 1975 are set out in Annexure-I to the DirectoRs Report
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information s
being sent to all the membeRs of the Company and otheRs entitled
thereto. Any member interested in obtaining such particulaRs may write
to the Company at its registered office.
RESUME OF HEALTH, ENVIRONMENT AND SAFETY PERFORMANCE
Your Company has already implemented EHS system in its both Refractory
and Cement Division and is strictly complying its requirement
Your Company has planted about 16000 additional trees during 2013-14
making a total plantation of 489771 trees in and around its plant,
colony and mines
To create environment awareness among employees "World Environment Day"
was celebrated on the 5th June, 2013. Similarly "National Safety Day"
was also celebrated on the 4th March, 2014 to refresh Safety awareness
among the employees in the plant
Cement Division of your Company has received he Certificate of
Appreciation Award in the Large Business Organisation category in the
Environment Excellence Award 2013 from Indian Chamber of Commerce (ICC)
Refractory Division of your Company had unique achievement with
calendar year 2012 and also 2013 being ACCIDENT FREE YEAR. The
Division has surpassed its previous record of 8,95,227 man days
accident free and as on December 31, 2013 it has achieved 17,24,933 man
days being accident free. As awareness to the Rajgangpur colony
residents and employees, the Division took out a rally during early
houRs on January 01,2014 through colony, Cement Works and Refractory
Works. All the workeRs of Refractory Division were felicitated on the
occasion by the Whole Time Director
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo, etc.
nformation required under Section 217(l)(e) of the Companies Act, 1956
read with the Companies (Disclosure of ParticulaRs in the Report of
Board of DirectoRs), Rules, 1988 with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in Annexure-ll which forms part of this report
Corporate Governance
As per Clause No. 49 of the Listing Agreement, report on Corporate
Governance is given in Annexure-lll. which forms part of this Report
Unclaimed Suspense Account
n terms of clause 5A of the Listing Agreement the Company has opened
the demat account in the name and style of "OCL India Limited -
Unclaimed Suspense Account"
Corporate Social Responsibility
Corporate Social Responsibility has become a way of life in your
Company. With a view to promote socio economic condition of people of
the community surrounding it''s plant and mines, your Company has
implemented many new initiatives on Health, Education, Drinking Water,
Livelihood Training, Women Empowerment, etc. at all locations during
2013-14.
Your Company has engaged one reputed NGO "SEWAK" for mplementing a
program on "Mother and Child Health Care" in 12 revenue villages
surrounding its factory and mines area. Your Company has established
four Remedial Coaching Centes in villages for providing quality
education to students and strengthening their foundation. It has
introduced bus service for school going children of remote villages and
facilitated them to attend their classes regularly without any hassle.
It has engaged a Hyderabad based NGO "NIRMAN" for providing career
counseling to students and guiding unemployed youths in finding
suitable employment. Your Company has organized training programs on
tailoring, dress designing, artificial jewellary making, phenyl making,
driving, mason, welding, security guard etc and has made 300 unemployed
youths employable. Your Company has adopted 132 women elf help groups
and has taken up initiative for building their capacity. A number of
training programs on income generation activities were also organized
for making them self sufficient. Your Company has donated Rs51 lakhs
(including the employees'' contribution) to Chief Minister''s Relief Fund
for relief and rehabilitation of people affected by Phailin in Odisha.
AuditoRs and AuditoRs Report
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory AuditoRs of
the Company, holds office until the conclusion of the forthcomng Annual
General Meeting and is eligible for re-appointment
The Company has received from M/s V. Sankar Aiyar & Co., Chartered
Accountants, New Delhi consent to act as auditoRs of the Company if
reappointed at the ensuing Annual General Meeting
and certificate in terms of section 139 and 141 of the Companies Act,
2013 (the Act) and the Companies (Audit and AuditoRs) Rules, 2014, to
the effect that their re-appointment, if made, would be within the
prescribed limits and they are eligible for appointment and are not
disqualified for re-appointment
The notes to accounts referred to in AuditoRs Report are self
explanatory and, therefore, do not call for any further comment
Cost Audit
The Company has received from M/s R. J. Goel & Co., Cost Accountants,
having office at 31, Community Center, Ashok Vihar, Phase - I, New
Delhi - 110 052 and having firm registration no. 00026, consent to act
as cost auditoRs, if so appointed by the Board of DirectoRs, and
certificate to the effect that their re-appointment, f made, would be
within the prescribed limits under Section 141(3) (g) of the Companies
Act, 2013 and that they are not subject to disqualifications specified
in Section 141(3) the said Act. The Cost AuditoRs have further
certified that they are independent firm of Cost Accountants and are at
arms length relationship with the Company
The due date for filing of Cost Audit Report by the Cost Auditor in
XBRL format was September 30, 2013 and the same was filed on September
19, 2013
Acknowledgements
Your DirectoRs wish to place on record their appreciation of the
support provided by your Company''s BankeRs and Financial nstitutions
Your DirectoRs acknowledge the dedication and commtments of the
employees at all levels and also take this opportunity to thank all the
valued customeRs who have appreciated the Company''s products and have
patronized them
Your DirectoRs convey their grateful thanks to the Government
Authorities (Central & States), shareholdeRs, distributoRs and dealeRs
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Place: New Delhi Gaurav Dalmia D. D. Atal
Date: May 13,2014 Executive Vice Chairman Whole Time
Managing Director Director &
Chief Executive
Officer
Mar 31, 2013
The Directors of your Company are pleased to present their Sixty Third
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2013.
1. WORKING RESULTS
(Rs. Lakhs)
2012-13 2011-12
Net Sales 1,80,883.30 1,45,856.25
Operating Profit 44,191.51 24,049.28
Less: Interest 7,704.09 7,493.50
Depreciation 13,843.39 12,758.07
Profit before Taxation 22,644.03 3,797.71
Provision for Taxation
Current tax 5,900.00 500.00
Tax for previous Year 200.00 611.35
Deferred tax 905.44 -
MAT Credit available for set off - 494.65
Profit after taxation 15,638.59 3,181.01
Add: Brought forward from
previous year 19,570.91 19,186.17
35,209.50 22,367.18
Transfer to General Reserve 12,000.00 1,200.00
Transfer to Debenture 123.67 273.65
Redemption Reserve
Proposed Dividend 853.50 1,138.01
Tax on Dividend 145.05 184.61
Interim Dividend 1,422.50
Tax on Interim Dividend 230.77
Surplus carried to Balance Sheet 20,434.01 19,570.91
35,209.50 22,367.18
2. DIVIDEND
The Directors recommend payment of final dividend for the Financial
Year ended March 31, 2013 of Rs.1.50 per paid up equity share of Rs.2/-
each in addition to the interim dividend of Rs.2.50 per paid up equity
share of Rs.2/-each, declared and distributed by the Company in the
month of February 2013. The total dividend for the year ended March
31, 2013 would accordingly be Rs.4/- per paid up equity share of
Rs.2/-each.
3. APPROPRIATIONS
It is proposed to transfer Rs.120 Crore to the General Reserve while
Rs.204.34 Crore are proposed to be retained in the Profit and Loss
Account and carried to the Balance Sheet.
4. OPERATIONS
The operational results of the current year vis a vis the previous year
have registered an increase of 24% in net sales and 84% and 122% in the
operating profits and profit before depreciation and tax, respectively.
For a detailed analysis of the performance of the Company for 2012-13
reference is invited to the chapter on Management Discussion and
Analysis of this report.
5. EXPANSION AND FUTURE PLANS
Your Company has been progressing well with the project of setting up a
1.35 MnTPA cement manufacturing unit in West Bengal. Civil construction
work has been progressing well and erection work is planned to be
started shortly. The target for commissioning is set for March, 2014.
Your Company is also setting up a 2.5 MW Solar Power Plant for use of
green energy and to trade in power market to harness Solar certificate.
The plant is expected to be commissioned by December, 2013.
Your Company is also in the process of setting up 4.2 MW Waste Heat
Recovery Power Plant at Rajgangpur, attached to Line-II clinkerisation
plant, to generate power from waste heat of the cement unit. Order is
likely to be placed by June, 2013. This cogeneration plant will meet
cogeneration obligation of our 2x27 MW Captive Power Plant. All the
formalities in this regard are being completed.
Your Company is identifying the opportunities for manufacturing special
refractories with the use of Japanese Technology for supplying the same
to the Indian Steel Industry. Your company has also started working in
the area of raw material security by exploring various possibilities,
e.g., mining and manufacturing of synthetic raw materials.
6. PROGRESS UPON CAPTIVE COAL BLOCK
Radhikapur (West) Coal Mining Private Limited, the joint venture
company incorporated for development of coal block at Radhikapur,
District Angul, Odisha along with Rungta Mines Limited and Ocean Ispat
Private Limited, the Joint Venture partners, is in the process of
obtaining statutory clearances like Environmental and Forest Clearance.
The process of issuance of TOR and Forest Right Acts formalities have
already been completed. The land acquisition process is yet to start by
Odisha Industrial Infrastructure Development Corporation for which
Company has already deposited the necessary advance money. The process
of statutory clearance is slow due to the reasons beyond control.
7. DIRECTORS
Dr. S.R. Jain and Shri Puneet Yadu Dalmia, Directors of the Company,
shall retire by rotation at the forthcoming Annual General Meeting in
accordance with the provisions of the Companies Act, 1956 and Company''s
Articles of Association and being eligible, offer themselves for
re-appointment.
8. LISTING OF THE COMPANY''S SHARES
The Company''s equity shares continue to be listed on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited.
9. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures, wherever applicable;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2013 and of the Profit of the Company for
the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) The Directors have prepared the annual accounts of the Company on a
going concern basis.
10. SUBSIDIARIES
OCL Global Limited, a Company incorporated in Mauritius and engaged in
international trading of refractory products has become Wholly Owned
Subsidiary of the Company with effect from January 01, 2013.
Also, OCL China Limited, a Company incorporated in China and engaged in
manufacturing, processing and selling different kinds of refractory
products, with 90% of its share capital being held by OCL Global
Limited, has become a step down subsidiary of the Company with effect
from January 01, 2013.
The Annual Reports of OCL Global Limited and OCL China Limited
("Subsidiary Companies") for the Financial Year ended March 31, 2013
are not being attached with this Annual Report of the Company in terms
of Ministry of Corporate Affairs'' General circular number 2/2011 dated
February 08, 2011 read with Section 212 of the Companies Act, 1956. The
annual accounts and the related information of the Subsidiary Companies
shall however be available to the shareholders of the Company and
shareholders of Subsidiary Companies, seeking such information at any
point of time. The annual accounts of the Subsidiary Companies shall
also be open for inspection by any shareholder(s) at the Registered
Office of the Company and of the Subsidiary Companies concerned.
11. 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.
12. MANAGEMENT RELATIONS WITH EMPLOYEES AND LABOUR
Relations of the Management with Employees and Labour remained cordial
during the year under review and the industrial peace and harmony was
maintained in the organization.
13. FIXED DEPOSITS
As on March 31, 2013 there were 22 fixed deposits aggregating Rs.15.32
Lacs which remained unclaimed beyond due dates, out of which deposits
aggregating Rs.5.89 Lacs have since been renewed/repaid.
14. PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 are set out in Annexure-I to the Directors
Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company at its registered office.
15. RESUME OF HEALTH, ENVIRONMENT AND SAFETY PERFORMANCE
Your Company is conscious of the importance of environmentally clean
and safe operations to ensure safety of all concerned, compliance with
statutory and industrial requirements for environment protection and
conservation of natural resources to the extent possible.
Your Company has, during the current year, planted about 14000
additional trees making a total plantation of 473,771 trees so far at
plant, colony and mines at Rajgangpur and Lanjiberna, respectively.
To create environment awareness among school children who are citizen
of tomorrow, your Company has initiated "Environment Awareness
Campaign" at various schools in and around Rajgangpur. The "World
Environment Day" was celebrated on the June 5, 2012. On the December
11, 2012 - the Founder''s day, a cycle rally by students of Dalmia
Private Industrial Training Institute (DITI) and few employees carrying
placards on environment went through Rajgangpur town. The "National
Safety Day" was celebrated on the March 4, 2013 to refresh Safety
awareness among the employees in the plant.
Your Company has received CER credit from UNFCCC for 93,700 Tonnes of
CO2 till March, 2007 under CDM (Clean Development Mechanism) Project
"Substitution of clinker by slag for manufacture of Portland slag
cement (PSC)" Refractory Division of your Company had unique
achievement with calendar year 2012 being ACCIDENT FREE YEAR. The
Division has surpassed its previous record of 5,11,960 man days
accident free and as on December 31, 2012 it has achieved 8,95,227 man
days being accident free. As on March 31, 2013 it has crossed 11,00,000
mark. As an awareness to the Rajgangpur colony residents and employees,
the Division took out a rally during early hours on January 01, 2013
through colony, Cement Works and Refractory Works. All the workers of
Refractory Division were felicitated on the occasion by the Whole Time
Director.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO, ETC.
Information required under Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors), Rules, 1988 with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in Annexure-II, which forms part of this report.
17. CORPORATE GOVERNANCE
As per Clause No. 49 of the Listing Agreement, report on Corporate
Governance is given in Annexure-III, which forms part of this Report.
18. UNCLAIMED SUSPENSE ACCOUNT
In terms of clause 5A of the Listing Agreement, the Company is in the
process of opening the demat account in the name and style of "OCL
India Limited - Unclaimed Suspense Account" and transferring the
shareholders'' unclaimed shares to the said account.
19. CORPORATE SOCIAL RESPONSIBILITY
As a responsible corporate citizen, your Company has been undertaking
various developmental activities in peripheral areas of its plant and
captive mines to improve the socio- economic condition of people on a
sustainable basis. The developmental activities are mainly focused on
the areas like health, education, drinking water, infrastructure
development, livelihood training, games and sports, plantation etc.
Your Company provides free health care services to people at its
dispensary in Lanjiberna. It has also been operating a mobile medical
unit to provide health care services to senior citizens in about 40
villages of its periphery at their door step. Your Company has
constructed first floor of a Girl''s Hostel in St. Marry Girls High
School for accommodating tribal girls who are pursuing higher studies
in Rajgangpur during 2012-13. Your Company is operating 45 one teacher
schools (Ekal Vidyalay) in villages to provide preschool education to
students. Your Company has provided desks, constructed toilet blocks in
schools during 2012-13. It has been providing livelihood training like
tailoring, driving-cum-mechanic, etc. to unemployed youths to make them
employable.
20. AUDITORS AND AUDITORS REPORT
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the forthcoming
Annual General Meeting and is eligible for re- appointment.
The Company has received certificate from M/s V. Sankar Aiyar & Co.,
Chartered Accountants, New Delhi, to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act.
The notes to accounts referred to in Auditors'' Report are self
explanatory and, therefore, do not call for any further comments.
21. COST AUDIT
The Company has received certificate from M/s R. J. Goal & Co., Cost
Accountants, having office at 31, Community Center, Ashok Vihar, Phase
- I, New Delhi - 110 052 and having firm registration no. 00026, to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 224(1B) read with Section 233B(2) of
the Companies Act, 1956 and that they are not subject to
disqualifications specified in Section 226 of the said Act. The Cost
Auditors have further certified that they are independent firm of Cost
Accountants and are at arms length relationship with the Company.
The due date for filing of Cost Audit Report by the Cost Auditor in
XBRL format was January 31, 2013 and the same was filed on January 19,
2013
22. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support provided by your Company''s Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated the Company''s products and have
patronized them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), shareholders, distributors and dealers
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Place: New Delhi Gaurav Dalmia D. N. Davar
Date: May 29, 2013 Managing Director Director
Mar 31, 2012
The Directors of your Company are pleased to present their Sixty Second
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2012.
1. WORKING RESULTS
2011-12 2010-11
(Rs./Lakhs) (Rs./Lakhs)
Net Sales 1,45,856.25 1,47,724.58
Operating Profit 24,049.28 33,840.37
Less: Interest 7,493.50 6,383.22
Depreciation 12,758.07 12,275.23
Profit before Taxation 3,797.71 15,181.92
Provision for Taxation
Current tax 500.00 4,300.00
Deferred tax 611.35 -565.41
MAT Credit available for set off -494.65 0.00
Profit after taxation 3,181.01 1,447.33
Add: Brought forward from previous year 19,186.17 1,857.75
22,367.18 23,305.08
Transfer to General Reserve 1,200.00 1,200.00
Transfer to Debenture Redemption Reserve 273.65 273.67
Proposed Dividend 1,138.01 2,276.01
Tax on Dividend 184.61 369.23
Surplus carried to Balance Sheet 19,570.91 19,186.17
22,367.18 23,305.08
2. DIVIDEND
The Directors recommend payment of dividend for the Financial Year
ended March 31, 2012 of Rs. 2/- per paid up equity share of Rs. 2/-
(i.e., 100%).
3. APPROPRIATIONS
It is proposed to transfer Rs. 1,200 Lakhs to the General Reserve while
Rs. 19,570.91 Lakhs are proposed to be retained in the Profit and Loss
Account and carried to the Balance Sheet.
4. OPERATIONS
The operational results of the current year in relation to the
corresponding operations of the previous year have registered a
decrease of 1 % in net sales and 29% and 75% in the operating profits
and profit before tax, respectively. The said decline being due to
higher input costs, particularly the non availability of clinker, on
account of temporary suspension of mining of limestone at Lanjiberna
and Dolomite mines of the Company.
For a detailed analysis of the performance of the Company for 201 1-12
reference is invited to the chapter on Management Discussion and
Analysis of this report.
5. EXPANSION AND FUTURE PLANS
Your Company has commissioned the first unit of 27 MW Coal based
Captive Power Plant in the month of September 2011 and the second unit
of 27 MW Coal based Captive Power Plant in the month of April 2012
leading the Company towards self sufficiency in power.
Your Company is in the process of setting up a Cement manufacturing
unit in West Bengal and land acquisition of 153.84 acres for the
project has been completed and the environment clearance and consent to
establish has been obtained from the Ministry of Environment and
Forests and State Pollution Control Board, West Bengal respectively.
Also, approvals for water, power and rail connectivity at the proposed
site are at advance stages of consideration. Orders for major plant and
machinery have been finalized.
Your Company has also obtained environment clearance for production of
2.7 MnTPA cement at its Kapilas Cement Manufacturing Works, which
currently has the installed capacity of 1.35 MnTPA.
Your Company is identifying the opportunities for manufacturing special
refractories with the use of Japanese Technology for supplying the same
to the Indian Steel Industry.
6. PROGRESS UPON CAPTIVE COAL BLOCK
Radhikapur (West) Coal Mining Private Limited, the joint venture
company incorporated for development of coal block at Radhikapur,
District - Angul, Odisha is taking all necessary steps to bring the
coal mines into operation at the earliest. The process of obtaining
required statutory clearances is in progress. The land acquisition
process is also progressing and the Company has already deposited the
required advance money with the Orissa Industrial Infrastructure
Development Corporation (IDCO) for the same.
7. DIRECTORS
Shri R K. Khaitan and Shri V. R Sood, Directors of the Company, would
retire by rotation at the forthcoming Annual General Meeting in
accordance with the provisions of the Companies Act, 1956 and Company's
Articles of Association and being eligible, offer themselves for
re-appointment.
8. LISTING OF THE COMPANY'S SHARES
The Company's equity shares continue to be listed on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited.
9. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures, wherever applicable;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2012 and of the Profit of the Company for
the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) The Directors have prepared the annual accounts of the Company on a
going concern basis.
10. SUBSIDIARIES
There is no subsidiary of the Company.
11. MANAGEMENT RELATIONS WITH EMPLOYEES AND LABOUR
Relations of the Management with Employees and Labour remained cordial
during the year under review and the industrial peace and harmony was
maintained in the organization.
12. DEPOSITS
As on March 31, 2012 there were 24 deposits aggregating Rs. 17.53 Lacs
which remained unclaimed beyond due dates, out of which deposits
aggregating Rs. 4.90 Lacs have since been renewed/repaid.
13. PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 are set out in Annexure-I to the Directors
Report.
However, having regard to the provisions of Section 219( I) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company at its registered office.
14. RESUME OF HEALTH, ENVIRONMENT AND SAFETY PERFORMANCE
Your Company is conscious of the importance of environmentally clean
and safe operations to ensure safety of all concerned, compliance of
statutory and industrial requirements for environment protection and
conservation of natural resources to the extent possible.
Your Company is pleased to state that its Cement Division has been
awarded "Pollution Control Excellence Award" under the "Category
Industry" by the State Pollution Control Board, Odisha.
Your Company has, during the current year, planted about 25,000
additional trees at plant, mines and colony at Rajgangpur and about
6,600 additional trees in and around factory premises at Kapilas Cement
Manufacturing Works. Kapilas Cement Manufacturing Works has also
sponsored tree plantation each at Sapan Pur Pahad, Chintamanipur
Village School and Jagatpur Mahima Ashram which are located outside the
plant.
Your Company has commissioned a Sewage Water Treatment Plant of
capacity 1800 Cubic Meter per day to treat a part of Sewage water
discharged through drains from Rajgangpur Municipality and the
Company's own industrial township area at Rajgangpur. Your Company is
using treated water of 1200 Cubic Meter per Day for gardening purposes.
To create environment awareness among school children, your Company has
initiated "Environment Awareness Campaign" at various schools of
Rajgangpur and Kapilas Cement Manufacturing Works. Various competitions
were organized and about 1200 children from 4 schools of surrounding
areas participated in the campaign. A painting competition among school
boys on the subject of "Energy Conservation" was organized by Kapilas
Cement Manufacturing Works. More such demands from other schools are
pouring in and we shall continue this initiative.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO, ETC.
Information required under Section 217( I )(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors), Rules, 1988 with regard to conservation of
energy, technology absorption and foreign exchange earnings and outgo
are given in Annexure-II, which forms part of this report. -
16. CORPORATE GOVERNANCE
As per Clause No. 49 of the Listing Agreement, report on Corporate
Governance is given in Annexure-III, which forms part of this Report.
17. UNCLAIMED SUSPENSE ACCOUNT
As per clause 5A of the Listing Agreement, the details regarding
unclaimed shares are given in Annexure - IV, which forms part of this
Report.
18. CORPORATE SOCIAL RESPONSIBILITY
Care for communities in the Company's immediate surroundings and
environment is deeply ingrained in the Company's business philosophy.
Community development initiatives of the Company focus on areas like
Health, Education, Drinking Water, Community Development, Livelihood
Training, Games & Sports, Plantation, etc.
During the Financial Year 2011-12, your Company has been involved in
various CSR activities including (i) providing health care services to
villagers free of cost at its dispensary and through mobile health
units; (ii) improving infrastructure facilities in schools; (iii)
sinking and repairing tube wells for drinking water; (iv) providing
building to orphanage centre; (v) imparting livelihood training to
women and unemployed youths; (vi) organizing village level tournaments
in hockey and football, providing games materials to different youth
clubs and repairing play grounds etc.; and (vii) planting trees on a
sizeable scale to protect environment.
19. AUDITORS AND AUDITORS REPORT
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the forthcoming
Annual General Meeting and is eligible for re-appointment.
The Company has received certificate from M/sV Sankar Aiyar & Co.,
Chartered Accountants, Delhi, to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224( IB)
of the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the said Act.
The notes to accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
20. COST AUDIT
The Company has received certificate from M/s R. J. Goal & Co., Cost
Accountants, having office at 31, Community Center, Ashok Vihar, Phase
-1, New Delhi - 110 052 and having firm registration no. 00026, to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 224(IB) read with Section 233B(2) of
the Companies Act, 1956 and that they are not subject to
disqualifications specified in Section 226 of the said Act. The Cost
Auditors have further certified that they are independent firm of Cost
Accountants and are at arms length relationship with the Company.
The due date for filing of Cost Audit Report by the Cost Auditor was
September 30, 2011 and the same was filed on August 16, 2011.
21. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support provided by your Company's Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated the Company's products and have
patronized them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), shareholders, distributors and dealers
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Place: New Delhi (P. K. Khaitan)
Date: May 14, 2012 Chairman
Mar 31, 2011
Dear Members,
The Directors of your Company are pleased to present their Sixty First
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2011.
1. WORKING RESULTS
2010-11 2009-10
(Rs./Lakhs) (Rs./Lakhs)
Net Sales 1,47,444.94 1,37,420.47
Operating Profit 33,701.81 41,971.38
Less: Interest 6,244.66 5,066.76
Depreciation 12,275.23 11,449.73
Profit before Taxation 15,181.92 25,454.89
Provision for Taxation
Current tax 4,300.00 6,500.00
Deferred tax -565.41 1,985.22
Provision for Taxation
relating to earlier years 0.00 500.00
MAT Credit available for
set off 0.00 100.00
Profit after taxation 11,447.33 16,369.67
Add:Brought forward from
previous year: 11,857.75 7,665.76
23,305.08 24,035.43
Transfer to General Reserve 1,200.00 10,000.00
Transfer to Debenture
Redemption Reserve 273.67 -476.35
Proposed Dividend 2,276.01 2,276.01
Tax on Dividend 369.23 378.02
Surplus carried to Balance
Sheet 19,186.17 11,857.75
23,305.08 24,035.43
2. DIVIDEND
The Directors recommend payment of dividend for the financial year
ended March 31, 2011 of Rs. 4/- per paid up equity share of Rs. 2/-
(i.e., 200%).
3. APPROPRIATIONS
It is proposed to transfer Rs. 1200 Lakhs to the General Reserve while
Rs. 19186.17 Lakhs are proposed to be retained in the Profit and Loss
Account and carried to the Balance Sheet.
4. OPERATIONS
The operational results of the current year in relation to the
corresponding operations of the previous year have registered an
increase of 7% in net sales, but the operating profits and PBT have
decreased due to lower sales realization per tonnes of cement and higher
input costs.
For a detailed analysis of the performance of the Company for 2010-11
reference is invited to the chapter on Management Discussion and
Analysis of this report.
5. EXPANSION AND FUTURE PLANS
Your Company is taking all steps for earliest setting up of 2X27 MW
Coal based Captive Power Plant, which is expected during the first half
of financial year 2011-12.
Your Company has initiated steps for setting up a Cement manufacturing
unit in West Bengal. In that regard, acquisition of 153.84 acres of
Land through West Bengal Industrial Development Corporation has been
completed and possession obtained by the Company. Also, studies have
been undertaken as regards infrastructure required for availability of
water, power and rail connectivity at the proposed site. Construction
of boundary wall has started.
Your Company is in the process of getting Environment Clearance for
permission to produce cement up to its full installed capacity of 1.35
MnTPA from its existing Kapilas Cement Manufacturing Works. Public
hearing for the same has been completed successfully. The matter is in
process.
6. ALLOTMENT OF CAPTIVE COAL BLOCK AND PROGRESS THEREUPON
Work for development of coal block at Radhikapur is progressing well.
The new Joint Venture Company named "Radhikapur (West) Coal Mining
Private Limited" has initiated action for obtaining required statutory
clearances like Mining Plan Approval, Environment Clearance and has
also started the process of land acquisition. The Joint Venture Company
has also appointed Project Head and other required staff. All other
necessary steps are being initiated by the Joint Venture Company for
bringing the allotted captive coal mines into operation at the
earliest.
Your Company and OCL Iron and Steel Limited (OISL) are jointly
following-up with the Ministry of Coal, Government of India for
inclusion of the name of OISL as one of the allocatees of Radhikapur
(West) Captive coal Block with proportionate share of coal allocation
for its steel making operations which is still under consideration of
the Ministry of Coal.
7. DIRECTORS
Shri Gaurav Dalmia was appointed as Additional Director and Managing
Director by the Board of Directors at its meeting held on July 21, 2010
and thereafter his appointment was approved by the shareholders at
their sixtieth Annual General Meeting held on September 17, 2010.
Shri D. N. Davar and Dr. Ramesh Vaish, Directors of the Company, would
retire by rotation at the forthcoming Annual General Meeting in
accordance with the provisions of the Companies Act, 1956 and Company's
Articles of Association and being eligible, offer themselves for
re-appointment.
8. LISTING OF THE COMPANY'S SHARES
The Company's equity shares continue to be listed on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited.
9. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures, wherever applicable;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2011 and of the Profit of the Company for
the year ended on that date;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) The Directors have prepared the annual accounts of the Company on a
going concern basis.
10. SUBSIDIARIES
There is no subsidiary of the Company.
11. MANAGEMENT RELATIONS WITH EMPLOYEES AND LABOUR
Relations of the Management with Employees and Labour remained cordial
during the year under review and the industrial peace and harmony was
maintained in the organization.
12. DEPOSITS
As on March 31, 2011 there were 19 deposits aggregating Rs. 13.91 Lacs
which remained unclaimed beyond due dates, out of which deposits
aggregating Rs. 4.95 Lacs have since been renewed/repaid.
13. PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 are set out in Annexure-I to the Directors
Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company at its registered office.
14. RESUME OF HEALTH AND SAFETY PERFOMRNACE
Your Company gives utmost importance to Quality, Environment and
Occupational Health and Safety management systems. Quality Management
System as per ISO 9001:2000, Environment Management System as per
IS/ISO 14001:2004 and Occupational Health and Safety Management System
as per IS 18001:2007 have been implemented in Cement works at
Rajgangpur. Certification under Integrated Management System (i.e., ISO
9001:2008, ISO 14001:2004 & OHSAS 18001:2007) is also implemented at
Kapilas Cement Manufacturing Works. Refractory Division has implemented
Integrated Management System, comprising of Quality Management Systems
(ISO 9001:2008), Environment Management System (ISO 14001:2004) and
OHSAS 18001:2007, which have been certified by TUV NORD since November
01, 2009.
Environment Control Measures:
a. Environment Management System (ISO 14001:2004) has been implemented
in both Cement and Refractory Divisions including Kapilas Cement
Manufacturing Works.
b. An "Engineering Secured Landfill", for disposal of hazardous waste
by burying it, has been put in operation after getting it approved by
Orissa State Pollution Control Board, Bhubaneswar. Your Company is
proud to be the 2nd Company in Orissa having own Landfill.
c. Your Company has so far planted about 4 Lac 40 Thousand trees
(25,000 trees during the current Financial Year) in and around its
factory premises and mines area at Rajgangpur and 29 thousand trees
(2000 trees during the current Financial Year) in and around factory
premises at Kapilas Cement Manufacturing Works.
d. Your Company celebrated "World Environment Day" at Rajgangpur and
Lanjiberna on June 05, 2010 and "Bana Mahostav" between 4th to 30th
September, 2010 and conducted environment promotional activities and
tree plantation which the Company will continue to observe in future
also.
e. Your Company is installing a Sewage water Treatment Plant to treat
a part of Sewage water discharged through drains from Rajgangpur
Municipality and the Company's own industrial township area at
Rajgangpur. Your Company proposes to use this treated water for
gardening purposes. The civil work has been completed and erection and
commissioning work is in progress. The plant will be operational in 1st
quarter of the Financial Year 2011-12.
f. Your Company observes every Saturday as 'vehicle-free-day' to save
the environment. On this day, all employees come to plant by walk.
g. To create environment awareness among school children, your Company
has conducted "Environment Awareness Campaign" at Rajgangpur. Various
competitions were organized and about 200 children from 36 schools of
surrounding areas participated in the campaign. A fruit bearing tree
was given to all who attended this awareness program as a token of our
expression of respect and care for environment. A brochure titled
"Let's Make Our World Worthwhile" was also published and distributed to
all participants and sent to all school libraries.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO, ETC.
Information required under Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors), Rules, 1988 with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in Annexure-II, which forms part of this report.
16. CORPORATE GOVERNANCE
As per Clause No. 49 of the Listing Agreement, report on Corporate
Governance is given in Annexure-III, which forms part of this Report.
17. UNCLAIMED SUSPENSE ACCOUNT
AS per clause 5A of the Listing Agreement, the details regarding
unclaimed shares are given in Annexure à IV, which forms part of this
Report.
18. CORPORATE SOCIAL RESPONSIBILITY
Your Company has always been giving priority to community development.
It has undertaken a number of developmental activities in surrounding
areas of Rajgangpur, Lanjiberna and Biswali where its plant and captive
mines are situated for improving the social and economic condition of
the people, mostly tribals. The activities are mainly focused on areas
like health, education and drinking water. The Company has been
operating two mobile health care units, i.e., one in Rajgangpur and
another in Kapilas Cement Manufacturing Works for providing health care
to elderly people at their door steps through "Help Age India", an NGO
of national repute.
Your Company has started two new schemes for training of tribal youths
of surrounding areas. One is "Driver cum Mechanic Training" and another
is "Masons Training". In the first scheme, Driving License is also
issued to the student after completion of training course. So far 3
batches of 16 each have been trained as Driver Cum Mechanic and 6 of
Masons. Some of them are already employed. Another popular program of
Tailoring of Tribal Ladies of surrounding area has been further
extended to Embroidery Training also and sale of their stitched cloth
is arranged through an NGO of National repute "BISWA" (Bharat
Integrated Social Welfare Agency). Your Company pledges to continue its
efforts in this direction more vigorously in future.
19. AUDITORS AND AUDITORS REPORT
M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the forthcoming
Annual General Meeting and is eligible for re-appointment.
The Company has received certificate from M/s V. Sankar Aiyar & Co.,
Chartered Accountants, Delhi, to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the said Act.
The notes to accounts referred to in Auditors' Report are
self-explanatory and therefore do not call for any further comments.
20. COST AUDIT
M/s R. J. Goel & Co., Cost Accountants, New Delhi was appointed Cost
Auditors for the financial year 2010-11. The Company has received
certificate from M/s R. J. Goal & Co., Cost Accountants, Delhi, to the
effect that their re- appointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not subject to disqualifications specified in Section
233-B(5) of the said Act.
21. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the timely
support provided by your Company's Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated our products and have patronized
them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), shareholders, distributors and dealers
for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Place: New Delhi (D. N. Davar)
Date: May 19, 2011 Chairman
Mar 31, 2010
The Directors of your Company are pleased to present their Sixtieth
Annual Report together with the audited accounts of the Company for the
year ended March 31, 2010.
1. WORKING RESULTS
2009-10 2008-09
(Rs. Lakhs) (Rs. Lakhs)
Operating Profit 41,971.38 27,245.23
Less: Interest 5,066.76 3,849.55
Depreciation 11,449.73 5,688.59
Profit before Taxation 25,454.89 17,707.09
Provision for Taxation
Current tax 6,500.00 2,025.00
Deferred tax 1,985.22 4,132.81
Fringe Benefit Tax 0.00 75.00
Provision for Taxation 500.00 0.00
relating to earlier years
MAT Credit available 100.00 -100.00
for set off
Profit after taxation 16,369.67 11,574.28
Add: Brought forward from 7,665.76 2,829.20
previous year
Transfer from Reserve for 0.00 700.00
Bad and Doubtful Debts
24,035.43 17,103.48
Transfer to General Reserve 10,000.00 7,500.00
Transfer to Debenture -476.35 273.46
Redemption Reserve
Transfer to Reserve for 0.00 -
Bad & doubtful debts
Proposed Dividend/Interim Dividend 2,276.01 1,422.51
Tax on Dividend/Interim Dividend 378.02 241.75
Surplus carried to Balance Sheet 11,857.75 7,665.76
24,035.43 17,103.48
2. DIVIDEND
The Directors recommend payment of dividend for the financial year
ended March 31, 2010 of Rs. 4/- per paid up equity share of Rs. 2/-
(i.e., 200%).
3. APPROPRIATIONS
It is proposed to transfer Rs. 10,000 Lakhs to the General Reserve
while Rs. 11,857.75 Lakhs are proposed to be retained in the Profit and
Loss Account and carried to the Balance Sheet.
4. OPERATIONS
The operational results of the current year in relation to the
corresponding operations of the previous year have registered an
increase of 23% in net sales, 54% in operating profit and 58% in profit
before depreciation and tax.
For a detailed analysis of the performance of the Company for 2009-10
reference is invited to the chapter on Management Discussion and
Analysis of this report.
5. EXPANSION AND FUTURE PLANS
Your Company is taking all steps for earliest setting up of 2X27 MW
Coal based Captive Power Plant, which is expected during the financial
year 2010-11.
Your company has initiated steps for setting up a Cement manufacturing
unit in West Bengal. In this regard, acquisition of 153.84 acres of
Land through West Bengal Industrial Development Corporation is at an
advanced stage. Also, studies have been undertaken as regards
infrastructure required for availability of water, power and rail
connectivity at the proposed site.
Your Company has received the Terms of Reference (TOR) from the State
Level Appraisal Committee, Orissa under the Ministry of Environment &
Forest with respect to permission sought by the Company to produce
cement up to its full installed capacity of 1.35 MnTPA from its
existing unit at Kapilas Cement Works and data compilation is under
progress.
6. ALLOTMENT OF CAPTIVE COAL BLOCK AND PROGRESS THEREUPON
All the three joint allocatees to the captive coal block i.e. Ms.
Rungta Mines Ltd., M/s. Ocen Ispat Pvt. Ltd and your Company, have
agreed in terms of Option-I as set out in the Ministry of Coal,
Government of India letter no. 13016/33/2005-CA-I dated February 02,
2006 to form a Joint Venture company for carrying out the mining
activities at Radhikapur (West) Captive Coal Block, MCL and in this
regard a Shareholders Agreement for Joint Venture has been entered on
August 31, 2009 by all the three joint allocatees, which has also been
approved by Ministry of Coal, Government of India. As per the
Shareholders Agreement, a new Joint Venture
Company named "Radhikapur (West) Coal Mining Private Limited" has been
formed. All other necessary steps are being initiated by the JV Company
for bringing the allotted captive coal mines into operation at the
earliest.
Consequent upon de-merger of the Companys erstwhile steel division
operations and vesting of all assets and liabilities of the said
division in OCL Iron and Steel Limited (OISL), your Company and OISL
have jointly approached Ministry of Coal, Government of India for
inclusion of the name of OISL as one of the allocatees of Radhikapur
(West) Captive coal Block with proportionate share of coal allocation
for its steel making operations. The share of coal allocation in
favour of OISL will come out of bifurcation of coal allotment
originally made by the Government in the name of OCL.
7. DIRECTORS
The term of Shri V P. Sood as Whole Time Director came to an end on
March 31, 2010. Shri V P. Sood is continuing as Non Executive Director
of the Company. The Company acknowledges the contribution of Shri V P.
Sood as a Whole Time Director towards success of the Company.
The Board of Directors at its meeting held on January 19, 2010 has,
subject to approval of the shareholders, appointed Shri D. D. Atal as
Additional Director and Whole Time Director with effect from April 01,
2010.
Shri Puneet Dalmia and Dr. S. R. Jain, Directors of the Company, would
retire by rotation at the forthcoming Annual General Meeting in
accordance with the provisions of the Companies Act, 1956 and Companys
Articles of Association and being eligible, offer themselves for
re-appointment.
8. LISTING OF THE COMPANYÃS SHARES
The Companys equity shares continue to be listed on the Bombay Stock
Exchange Limited and the National Stock Exchange of India Limited.
9. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors confirm that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departures, wherever applicable;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as on March 31, 2010 and of the Profit of the Company for
the year ended on that date;
c) The Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
d) The Directors have prepared the annual accounts of the Company on a
going concern basis.
10. SUBSIDIARIES
Kashmissa Industries Limited, a subsidiary of the Company, which had
fled an application under Section 560 of the Companies Act 1956 for
striking off its name from the records of the Registrar of Companies,
has been dissolved with effect from February 25, 2010.
11. LABOUR MANAGEMENT RELATIONS
Relation between the Management and Employees remained cordial during
the year under review. On December 05, 2009 your Company entered into a
long term tripartite settlement with the recognized union which has
further strengthened the relation and would help in maintaining
industrial peace and harmony in the organization.
12. DEPOSITS
As on March 31, 2010 there were 19 deposits aggregating Rs.13.84 Lacs
which remained unclaimed beyond due dates, out of which deposits
aggregating Rs.1.88 Lacs have since been renewed/repaid.
13. PARTICULARS OF EMPLOYEES
The particulars of the employees as required under Section 217(2A) of
the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 are set out in Annexure-I to the Directors
Report.
However, having regard to the provisions of Section 219(1) (b) (iv) of
the said Act, the Annual Report excluding the aforesaid information is
being sent to all the members of the Company and others entitled
thereto. Any member interested in obtaining such particulars may write
to the Company at its registered office.
14. RESUME OF HEALTH AND SAFETY PERFORMANCE
Your Company gives utmost importance to Quality, Environment and
Occupational Health and Safety management systems. Quality Management
System as per ISO 9001:2000, Environment Management System as per
IS/ISO 14001:2004 and Occupational Health and Safety Management System
as per IS 18001:2007 have been implemented in Cement works at
Rajgangpur. Certification under IMS (i.e., ISO 9001:2008, ISO
14001:2004 & OHSAS 18001:2007) is under process at KCW Refractory
Division has implemented Integrated Management System (IMS), comprising
of Quality Management Systems (ISO 9001:2008), Environment Management
System (ISO 14001:2004) and OHSAS 18001:2007, which have been certifed
by TUV NORD since November 01, 2009.
Environment Control Measures:
a. Environment Management System (ISO 14001:2004) has been implemented
in both Cement and Refractory Divisions.
b. An ÃEngineering Secured LandfllÃ, for disposal of hazardous waste
by burying it, has been put in operation after getting it approved by
OSPCB, Bhubaneswar. Your Company is proud to be the 2nd company in
Orissa having own Landfll.
c. Your Company has so far planted about 4 Lac 15 Thousand trees in
and around its factory and mines premises at Rajgangpur and 27 thousand
trees in and around factory premises at KCW
d. Your Company celebrated "World Environment Day" at Rajgangpur and
Lanjiberna on June 05, 2009 and "Bana Mahostav" between 1st to 20th
August, 2009 and conducted environment promotional activities and tree
plantation which the Company will continue to observe in future also.
e. Your Company is installing a Sewage water Treatment Plant to treat
a part of Sewage water discharged through drains from Rajgangpur
Municipality and OCLÃs own industrial township area at Rajgangpur. Your
company proposes to use this treated water for process and gardening
purposes.
f. Your Company observe every Saturday as Ãvehicle-free-dayà to save
the environment. On this day, all employees come to plant by walk.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO, ETC.
Information required under Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors), Rules, 1988 with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given
in Annexure-II, which forms part of this report.
16. CORPORATE GOVERNANCE
As per Clause No. 49 of the Listing Agreement, report on Corporate
Governance is given in Annexure-III, which forms part of this Report.
17. CORPORATE SOCIAL RESPONSIBILITY
Your Company has always been giving priority to community development.
It has undertaken a number of developmental activities in peripheral
areas of Rajgangpur, Lanjiberna and Biswali where its plant and captive
mines are situated for improving the social and economic condition of
the people, mostly tribals. The activities are mainly focused on areas
like health, education and drinking water. The Company is operating two
mobile health care units, i.e., one in Rajgangpur and another in
Kapilas Cement Works for providing health care to elderly people at
their door steps through ÃHelp Age IndiaÃ, an NGO of national repute.
Your Company has also conducted social-economic surveys through Jan
Sadhna, a
Bhubaneswar based NGO having expertise in the field to understand the
need of the nearby villages and is following the recommendations of
NGO. Your Company pledges to continue its efforts in this direction
more vigorously in future.
18. AUDITORS AND AUDITORS REPORT
M/s V Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of
the Company, holds office until the conclusion of the forthcoming
Annual General Meeting and is eligible for re-appointment.
The Company has received certificate from M/s V Sankar Aiyar & Co.,
Chartered Accountants, Delhi, to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
re-appointment within the meaning of Section 226 of the said Act.
The notes to accounts referred to in Auditorsà Report are
self-explanatory and therefore do not call for any further comments.
19. COST AUDIT
M/s R. J. Goel & Co., Cost Accountants, New Delhi was appointed Cost
Auditors for the financial year 2009-10. The Company has received
certificate from M/s R J. Goal & Co., Cost Accountants, Delhi, to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 224(1B) of the Companies Act, 1956 and
that they are not subject to disqualifications specified in Section
233-B(5) of the said Act.
20. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the timely
support provided by your Companys Bankers and Financial Institutions.
Your Directors acknowledge the dedication and commitments of the
employees at all levels and also take this opportunity to thank all the
valued customers who have appreciated our products and have patronized
them.
Your Directors convey their grateful thanks to the Government
Authorities (Central & States), Bankers, shareholders, distributors and
dealers for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Place : New Delhi (Pradip Kumar Khaitan)
Date : May 10, 2010 Chairman