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Directors Report of OCL India Ltd.

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 „

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

 
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