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Directors Report of Dalmia Bharat Sugar and Industries Ltd.

Mar 31, 2022

Your Directors have pleasure in presenting their 70th report on the operations and business performance of your Company along with the audited Financial Statements for the financial year 2021-22.

Financial Highlights		(H in Crore)
Particulars	FY 2021-22	FY 2020-21
Net Sales Turnover	3018.25	2685.57
EBIDTA	487.83	525.92
Less: Interest & Financial Charges	34.82	61.86
PBDT	453.01	464.06
Less: Depreciation & Impairement review impact	72.92	95.55
PBT	380.09	368.51
Less: Tax
Current Tax	98.33	101.62
Deffered Tax	(13.49)	(3.31)
PAT from continuing operations (a)	295.25	270.20
PAT from discontinued operations (b)	(1.61)	(0.70)
PAT (a) (b)	293.64	269.50
Add: Surplus brought forward	1,737.16	1,467.66
Balance available for appropriation	2,030.80	1,737.15
Appropriations
Dividend	48.55	-
Balance carried Forward	1,982.25	1,737.16

Operational and Business Performance

During the year under review, your Company has doubled its distillery capacity (by way of increasing existing capacity and also by setting up new distillery at Ramgarh Unit) and increased its sugar capacity at Jawaharpur and Nigohi Units.

Your Company has successfully commissioned its brownfield

projects including expansion of capacity at its Jawaharpur and Nigohi Units to 9250 TCD and 9000 TCD, respectively along with refinery at Jawaharpur.

Also, Ramgarh Distillery of 140 KLPD has got commissioned and Jawaharpur and Kolhapur distilleries have expanded to 220 KLPD and 120 KLPD, respectively, during the year under review.

Management Discussion and Analysis Report

Management Discussion and Analysis of financial performance and results of operations of the Company for the year under review, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of your Company''s business and material developments during the financial year 2021-2022 is provided in a separate section and forms part of the Annual Report.

The Company continued to be engaged in the same business during the financial year 2021-2022. There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

Dividend

The Board of Directors has, at its meeting held on May 24, 2022, recommended a final dividend of HI/- ( 50%) per equity share of the face value of H2/- for the FY 2021-22, having considered various financial and non-financial factors prevailed during the year, in terms of the Dividend Distribution Policy of the Company. The dividend shall be paid upon approval by the members at the Annual General Meeting to all the shareholders (with respect to shares held in physical form) / beneficial owners (with respect to shares held in Demat form) whose names appear in the Register of Members / Beneficial Owners as on the Record Date, i.e., July 13, 2022. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend shall be paid to the shareholders after deduction of applicable tax at source.

During the year under review, the Board of Directors of the Company had, at its meeting held on February 04, 2022, declared an Interim dividend of H3/- (150%) per equity share of the face value of H2/- for the FY 2021-22. The interim dividend was paid to the shareholders on February 25, 2022.

For the previous FY 2020-21, the Company had paid a dividend of H3/- (150%) to its shareholders as against H4/- (150% - interim dividend and 50% - recommended final dividend) for the year under review.

The Dividend Distribution Policy of the Company is available at the website of the Company at https://www.dalmiasugar.com/ wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf.

Transfer to General Reserves

Your Directors have not proposed transfer of any amount to the General Reserve for the year under review.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 read with the Indian Accounting Standards (Ind AS), the Consolidated Financial Statements of the Company and its subsidiary for the financial year 2021-22 have been prepared and form part of the Annual Report.

Subsidiaries, Associates and Joint Venture Companies

The Company has one wholly owned subsidiary as on March 31, 2022, i.e., Himshikhar Investment Limited and it is not a material unlisted subsidiary of the Company in terms of the SEBI Listing Regulations, as amended from time to time, and the Company''s Policy for determining Material Subsidiary. The said Policy may be accessed at https://www.dalmiasugar.com/wp-content/themes/ Sugar/assets/policies/Policy-on-Material-Subsidiaries.pdf.

The Company has no Associates or Joint Venture companies. A statement containing the salient features of the Financial Statements of the Company''s subsidiary for the financial year ended on March 31, 2022 in Form AOC 1 is attached and marked as Annexure - 2 and forms part of this report.

The Financial Statements of the Company prepared on standalone and consolidated basis including all other documents required to be attached thereto and the Financial Statements of

the Subsidiary Company are placed on the Company''s website at www.dalmiasugar.com. Any member desirous of obtaining a copy of these documents may write to the Company Secretary in terms of Section 136 of the Companies Act, 2013.

Scheme of Amalgamation

The Scheme of Amalgamation involving amalgamation of the wholly owned subsidiary namely Himshikhar Investment Limited with the Company is pending for pronouncement of order by the Hon''ble National Company Law Tribunal, Chennai. Once Scheme is sanctioned and order is pronounced, the Scheme shall become effective with effect from the Appointed Date, i.e., April 01,2021.

Pursuant thereto, the Company shall surrender the NBFC registration of Himshikhar Investment Limited to the Reserve Bank of India and same would result in rationalization of the legal and regulatory compliances; administrative, compliance and other operational costs and integration of resources of both the companies.

Directors, Chief Executive Director and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Bharat Bhushan Mehta, Whole-time Director & Chief Executive Office (DIN:00006890), is liable to retire by rotation at the forthcoming Annual General Meeting of the Company and has offered himself for reappointment. The Board of Directors recommends his reappointment.

All the Independent Directors of the Company, namely Shri Rajeev Bakshi, Smt. Amita Misra and Shri P. Kannan have given declaration(s) that they meet the criteria of independence.

At the 69th Annual General Meeting of the Company held on September 21,2021, the appointment of following Directors was approved by the shareholders:

1. Shri Gautam Dalmia (DIN: 00009758) as the Managing Director of the Company for a period of five years with effect from January 16, 2022;

2. Shri Bharat Bhushan Mehta (DIN: 00006890) as the Whole Time Director and Chief Executive Officer of the Company for a period of five years with effect from April 01,2022; and

3. Shri Rajeev Bakshi (DIN 00044621) as an Independent Director of the Company for a period of five years with effect from February 05, 2021.

In terms of Section 203 of the Companies Act 2013, Shri Gautam Dalmia, Managing Director, Shri Bharat Bhushan Mehta, Whole Time Director and Chief Executive Officer, Shri Anil Kataria, Chief Financial Officer and Ms. Aashhima V Khanna continue to hold their positions as Key Managerial Personnel of the Company.

Board Meetings

During the year under review, the Board of Directors of the Company met six times, i.e., on May 24, 2021, July 30, 2021, October 29, 2021, December 29, 2021, February 04, 2022 and March 23, 2022. The Board meetings were conducted in due

compliance with; and following the procedures prescribed in the Companies Act, 2013, SEBI Listing Regulations and applicable Secretarial Standards. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of the Annual Report.

Committees of the Board

During the year under review, the Board ofDirectors was supported by six Board level Committees viz, Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee.

The details with respect to the composition and number of meetings held during the financial year 2021-22 and attendance of the members, terms of reference and other related matters of the Committees are given in detail in the Corporate Governance Report, which forms part of the Annual Report. The recommendations made by the Committee(s) during the year under review have been accepted by the Board of Directors.

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

During the year under review, the annual evaluation of performance of the Board, Committees and individual Directors was carried out by the Independent Directors, Nomination and Remuneration Committee and Board of Directors in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

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

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

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

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

Based on the feedback of the Directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the Nomination and Remuneration Policy.

The evaluation confirmed that the Board and its Committees continued to operate effectively and the Directors had met the high standards professing and ensuring best practices in relation to corporate governance of the Company''s affairs.

Directors'' Responsibility Statement

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

(a) In preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

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

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

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

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

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

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution and role of the Nomination and Remuneration Committee. The policy has been framed with the following objectives:

(a) To ensure that appointment of directors, key managerial personnel and senior managerial personnel and their removals are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

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

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

(e) To ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Nomination and Remuneration policy of the Company can be accessed at https://www.dalmiasugar.com/wp-content/themes/Sugar/ assets/policies/Nomination-and-Remuneration-Policy.pdf.

Particulars of remuneration of Directors, Key Managerial Personnel and Employees

The details relating to the ratio of the remuneration of each Director to the median employee''s remuneration and other prescribed details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.

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

A statement showing the names of the top ten employees in terms of remuneration drawn and other employees drawing remuneration in excess of the limits set out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked as Annexure - 3A and forms part of this report.

Share Capital

During the year under review, there was no change in the Issued, Subscribed and Paid up equity share capital of the Company and it remained H16.19 Crore consisting of 8,09,39,303 equity shares of H2/- each.

Investor Education and Protection Fund

During the year under review, the Company has transferred H66,08,322 towards unclaimed dividend amount on the shares already transferred to Investor Education and Protection Fund. However, no shares were due and transferred to Investor Education and Protection Fund during the year under review.

Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed at www.dalmiasugar.com.

Corporate Governance Report

Your Directors are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the Code of Conduct. The endeavour is to enhance the reputation as a responsible and sustainable Company to attract and retain talents, customers, suppliers, investors and to maintain fulfilling relationships with the communities.

The strong corporate governance and zeal to grow has helped us to deliver the best value to the stakeholders. We have always been positively cautious about the near term and optimistic about the medium and long term in view of the improved macro indicators for the economy, significant growth in public spending and focused execution plans.

The Corporate Governance Report of the Company for the financial year 2021-22 as per the SEBI Listing Regulations is attached hereto and forms part of the Annual Report.

Business Responsibility and Sustainability Report

Your Directors have voluntarily provided Business Responsibility and Sustainability Report for the FY 2021-22, which is mandatory for top 1000 companies by market capitalization only with effect from FY 2022-23 in terms of Regulation 34(2) of the Listing Regulations. Your Company is at 539 number by market capitalization as of March 31, 2022. The Business Responsibility and Sustainability Report on the following nine principles forms an integral part of the Annual Report:

P1	Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent and accountable
P2	Businesses should provide goods and services in a manner that is sustainable and safe
P3	Businesses should respect and promote the well-being of all employees, including those in their value chains
P4	Businesses should respect the interests of and be responsive towards all its stakeholders
P5	Businesses should respect and promote human rights
P6	Businesses should respect, protect and make efforts to restore the environment
P7	Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent
P8	Businesses should promote inclusive growth and equitable development
P9	Businesses should engage with and provide value to their consumers in a responsible manner

Corporate Social Responsibility (CSR)

The Company, as part of the Dalmia Bharat Group, has been following the concept of giving back and sharing with under privileged sections for more than eight decades. The Corporate Social Responsibility of the Company is based on the principal of Gandhian Trusteeship. For over eight decades, the Group addressed the issues of health care and sanitation, education, rural development, women empowerment and other social development issues. The prime objective of our Corporate Social Responsibility policy is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our plants and project sites.

During the Financial Year 2021-22 in view of various amendments brought out by the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, Corporate Social Responsibility Policy was revised to incorporate the amendments. The Corporate Social Responsibility Policy of the Company can be accessed at https://www.dalmiasugar.com/wp-content/uploads/2021/07/ DBSIL-CSR-Policy-Revised-245.21.pdf.

Pursuant to the said Policy, the Company has spent H4.81 Crore towards corporate social responsibility activities including livelihood, climate action, social infrastructure and COVID19 relief during the financial year 2021-22 and H50 Lakh has been

transferred to Unspent Corporate Social Responsibility Account. The annual report on corporate social responsibility activities is attached and marked as Annexure - 4 and forms part of this report.

Related Party Transaction Policy and Transactions

All related party transactions entered during the year under review were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were repetitive in nature except when the need for them could not be foreseen in advance.

The particulars of contracts/arrangement/transactions entered into by the Company with the related parties during the year under review are provided in Form AOC 2 which is attached and marked as Annexure - 5 and forms part of this report.

The Company has formulated a policy on materiality and on dealing with Related Party Transactions and same can be accessed at https://www.dalmiasugar.com/wp-content/themes/ Sugar/assets/policies/Policy-on-Related-Party-Transactions.pdf.

Risk Management

Your Company has a Risk Management Committee which monitors and reviews the risk management plan / process of your Company. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritized according to significance and likelihood.

The Risk Management Committee oversees the risk management processes with respect to all probable risks that the organization could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. The Committee ensures that there is a sound Risk Management Policy to address such risks. The purpose of risk management is not to eliminate risks but to proactively address them. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company. The details of the Risk Management Committee are given in the Corporate Governance Report which forms integral part of this Annual Report.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides a platform to them for raising their voice about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical behaviour, actual or suspected fraud, health, safety and environmental issues. Adequate safeguards are provided against victimization to those who use such mechanism and direct access to the Chairman of the Audit Committee in appropriate cases is provided. The Policy ensures that strict confidentiality is maintained whilst dealing

with concerns and also that no discrimination is made against any person for a genuinely raised concern. The Whistle Blower Policy and Vigil Mechanism can be accessed at https://www. dalmiasugar.com/wp-content/themes/Sugar/assets/policies/ Whistleblower-Policy-and-Vigil-Mechanism.pdf

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial control systems commensurate with the size of operations. The policies and procedures adopted by your Company ensures the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, adequacy and completeness of the accounting records and timely preparation of reliable financial information.

The internal auditors of the Company conduct regular internal audits as per approved plans; the Audit Committee reviews periodically the adequacy and effectiveness of internal control systems and takes steps for corrective measures whenever required. There are established Cause-Effect-Action (CEA) systems and escalation matrices to ensure that all critical aspects are addressed well in time.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to ensuring that all are treated with dignity and respect. The Human Resource and the Legal & Secretarial department in collaboration with other functions, ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment Policy has been put in place and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the financial year 2021-22, one complaint was received by ICC, which was investigated upon and closed upon finding the same being false.

Loans, Guarantees, Security and Investments

Your Company has given loans and guarantees, provided security and made investments within the limits with the necessary approvals and in terms and accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and guarantees given, securities provided and investments made are provided in the Standalone Financial Statements at note no. 5.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Energy Conservation, Technology Absorption and Foreign Exchange Transactions, is given in Annexure - 6 and forms part of this Report.

Statutory Auditor and their report

M/s NSBP & Co, Chartered Accountants (Firm Registration No.

001075N), Statutory Auditors of the Company hold office till the conclusion of forthcoming 70th Annual General Meeting of the Company. Since their performance as Statutory Auditors has been satisfactory and they have given consent for reappointment for the second term of five years as the Statutory Auditors of the Company and confirmation to the effect that they are eligible and independent for re-appointment, your Directors have recommended their reappointment for the second term of five consecutive years from conclusion of the forthcoming 70th Annual General Meeting till the conclusion of next sixth Annual General Meeting, i.e., 75th Annual General Meeting to be held in the year 2027.

There is no qualification, reservation or adverse remark in their report on Financial Statements. The notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments and explanation. The Auditors have not reported any matter under Section 143 (12) of the Act during the year under review.

Cost Records and Auditor

Your Company maintains the cost records with respect to its sugar and power business in terms of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. M/s R. J. Goel & Co., Cost Accountants, were appointed as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2021-22. They had submitted the Cost Audit Report for the financial year 2020-21 on July 30, 2021.

Your Directors have re-appointed M/s R. J. Goel & Co., Cost Accountants, New Delhi, as the Cost Auditors to conduct a cost audit for the financial year ended 2021-2022 at remuneration to be ratified by the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor and their Report

The Board has, in its meeting held on May 24, 2021, appointed M/s Harish Khurana & Associates, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year 2021-22.

As required under the Section 204 of the Companies Act, 2013 and SEBI Listing Regulations, the Secretarial Audit Report in Form MR-3 of the Company for the financial year 2021-22 is attached and marked as Annexure - 7 and forms part of this report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report.

Compliance with Secretarial Standards

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

Awards and Recognition

Your Company continued its quest for excellence in its chosen area of business to emerge as a true global brand. Several awards and rankings continue to endorse as a thought leader in the industry. The Awards / recognitions received during the financial year 2021-22 include:

1. Dalmia Bharat Sugar and Industries Limited has received the Industry Excellence Award by The Sugar Technologist''s Association of India at the 79th Annual Convention and International Sugar Expo 2021.

2. The Ramgarh Unit of the Company has been selected one of the best performing unit by the Cane Department of UP Government.

3. Dalmia Utsav has been awarded India''s Most Trusted Brand Award 2021 by International Brand Consulting Corporation, USA.

Other Disclosures

1. The Company had not accepted any deposits as per Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

3. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

4. There was no one time settlement entered into with the Banks or Financial Institutions.

Acknowledgement & Appreciation

Your Directors express their sincere appreciation for the assistance and co-operation received from the Government authorities, financial institutions, banks, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Gautam Dalmia Bharat Bhushan Mehta

Managing Director Whole Time Director and CEO

Dated: May 24, 2022 Place: New Delhi

Mar 31, 2018

The Directors have pleasure in submitting their sixty sixth report on the audited financial statements of the Company for the financial year ended March 31, 2018.

Financial Highlights

(Rs. crore)

Particulars	2017-18	2016-17*
Net Sales Turnover	2270.79	1764.10
Earnings Before Interest, Depreciation, Taxes and Amortization	271.02	402.16
Less: Interest & Financial Charges	69.46	102.49
Profit Before Depreciation and Tax	201.57	299.67
Less: Depreciation	53.69	55.58
Profit Before Tax	147.87	244.09
Less:- Tax
Current Tax	31.52	50.85
Deferred Tax	(17.75)	6.47
Profit After Tax	134.10	186.77
Add:- Surplus brought forward	1,021.78	835.01
Balance available for appropriation	1,155.88	1,021.78

Appropriations
Transferred to General Reserve	19.00	-
Dividend	16.19	-
Dividend Distribution Tax	3.30	-
Balance carried Forward	1,117.39	1,021.78

*Previous financial year figures have been restated as per IND AS.

Operations and Business Performance

The Company has achieved the highest ever turnover however profitability got impacted on account of fall in sugar prices especially in last quarter of the financial year.

During the year under review, the gross revenue of the Company for the financial year 2017-18 has increased by 29% which is RS.2271 Crore as compared to RS.1764 Crore in the previous financial year and the profit before tax for the financial year 2017-18 stood at RS.148 crore as against RS.244 Crore in the previous financial year.

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during the financial year 2017-18. In addition, working results for key businesses have been provided which forms part of this report as Annexure - 1.

The Company continues to be engaged in the same business during the financial year 2017-18. 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

A sum of RS.19 Crore is proposed to be transferred to the General Reserve of the Company which is an appropriation out of profits of the Company. This reaffirms the inherent financial strength of your Company.

Dividend

Keeping in view the financial outlook and plough back the profits, your Directors have decided not to recommend payment of dividend for the year under review.

Credit Rating

During the financial year 2017-18, ICRA has upgraded the rating for long term facilities of the Company to AA- from A which signifies the high degree of safety regarding timely servicing of financial obligations. ICRA has also reaffirmed the rating for short term facilities of the Company at A1 which is the highest rating in the rating scale of ICRA, signifying very strong degree of safety regarding timely payment of financial obligations.

Board of Directors and its Committeesâ Meetings

During the financial year 2017-18, four 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

Smt Himmi Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. She has furnished requisite declaration to the effect that she is qualified to be appointed as a Director of the Company.

The Key Managerial Personnel, namely, Shri Jai Hari Dalmia, Vice chairman and Managing Director, Shri Gautam Dalmia, Managing Director and Chief Executive Officer, Shri Anil Kataria, Chief Financial Officer and Smt. Isha Kalra, Company Secretary continue to hold their respective offices during the current financial year.

The independent Directors namely, Shri J.S. Baijal, Shri M. Raghupathy and Shri P. Kannan have given their respective declaration of independence under Section 149 of the Companies Act, 2013. Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 your Directors proposed to the shareholders in the notice of Annual General Meeting for continuation of the appointment of Shri J. S. Baijal and Shri M. Raghupathy, who has attained the age of 86 years and 81 years respectively, till the term of their original appointment.

A meeting of the Independent Directors excluding all Non Independent Directors and members on the management of the Company was held as mandated by provisions of Part VIII of Schedule IV to the Companies Act, 2013 wherein they inter-alia reviewed the performance of the Non Independent Directors, Chairman and Board as a whole.

The Board members are provided with necessary documents, updates and policies to enable them to 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 www.dalmiasugar. com/upload/pdf/Familiarisation-Programme-For-Independent-Directors-2017-18.pdf.

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ), your Board has formulated the Nomination and Remuneration Policy of the Company on Directorâs appointment evaluation and remuneration of directors, key managerial personnel and senior managerial personnel of the Company.

The policy provides for the constitution of Nomination and Remuneration committee, role of committee, minimum criteria for appointment and removal of Directors/KMP/SMP, evaluation criteria and remuneration of Director/KMP / SMP

During the year under review the Company has reviewed and revised the said policy in order to streamline the same with the Companies Act, 2013.The Nomination and Remuneration policy of the Company can be accessed at www.dalmiasugar.com/upload/ policies/DBSIL-N&R-Policy.pdf

Annual evaluation of performance of the Board, its Committees and individual Directors

Annual evaluation of performance of the Board, its Committees and individual Directors was carried out by the Board, Nomination and Remuneration Committee and Independent Directors in accordance with the Companies Act, 2013 and the SEBI LODR Regulations. An indicative criteria was circulated to the members of the Board to facilitate such evaluation and same was carried out in terms of the Nomination and Remuneration Policy and such indicative criterion.

It was observed that the Board was well composed in as much as there was a mix of youth and maturity, competencies and experience in the business of the Company as well as other areas like finance, legal, compliance, policy making, etc. and that there was adequate gender and other diversity in the Board. The Board had met the high standards in relation to Corporate Governance as envisaged by the Companies Act, 2013 as well as those provided in the SEBI LODR Regulations and/or the other requirements of the SEBI. The Board functioned as a cohesive team and the decision making was based on due deliberations where views and counter views were encouraged.

It was further observed that the mandate and composition of Committees was clearly defined. The Committees performed their duties diligently and contributed effectively to the decisions of the Board.

All the Directors were performing their role effectively and discharging their responsibilities and obligations efficaciously and had been meeting the high standards of professing and ensuring best practices in relation to overall governance of the Companyâs affairs.

Directorsâ Responsibility Statement

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

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

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

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

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

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

Particulars of Remuneration of Directorsâ, Key Managerial Personnel and Employeesâ

The particulars of remuneration to Directors and Key Managerial Personnel and other particulars attached as Annexure - 2 and forms part of this report.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits is attached as Annexure - 2A and forms part of this report.

Employeesâ Stock Option Scheme

The Company has not granted any employee stock options.

Subsidiaries

The report on the financial position of the Companyâs Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended March 31, 2018 is attached in Form AOC -1 and forms part of this report as Annexure -3.

The detailed Annual Reports of these subsidiaries are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Registered Office of the Company and that of the subsidiaries concerned. In event a member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to Company at its Registered Office specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned subsidiaries are available at the Companyâs website www.dalmiasugar.com.

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

The policy for determining material subsidiaries may be accessed on the Companyâs website at www.dalmiasugar.com/upload/policies/ DBSIL-Material-Subsidiary-Policy-Board.pdf.

Consolidated Financial Statements

As required under section 129(3) of the Companies Act, 2013 read with Regulation 33 of the SEBI LODR Regulations and Accounting Standard - 21, this Annual Report also includes Consolidated Financial Statements for the financial year ended March 31, 2018.

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. Your Companyâs 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 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 the annual return is attached in Form MGT-9 giving inter-alia details of shareholding pattern, indebtedness and managerial remuneration and forms part of this Report as Annexure -4.

Corporate Social Responsibility

Your Directors have constituted a Corporate Social Responsibility (âCSRâ) Committee responsible to identify, monitor and review CSR activities of the Company and provide strategic direction for implementation of the corporate social responsibility policy of the Company which can be accessed at www.dalmiasugar.com/ upload/policies/DBSIL-CSR-POLICY.pdf.

The Committee decided to expend an amount of RS.1.89 crore on CSR activities covering eradication of extreme hunger and poverty, promotion of education including special education, ensuring environmental sustainability and ecological balance, etc. health, sanitation, education and environment sustainability.

Pursuant to the said policy, the Company has made expenses aggregating to RS.1.98 Crore towards CSR during the financial year 2017-18, which is more than 2% of average net profits of the Company made during three immediately preceding financial years. The annual report on CSR activities is attached as Annexure - 5 and forms part of this Report.

Related Party Policy and Transactions

The Companyâs policy on Related Party Transactions may be accessed at the Companyâs website at www.dalmiasugar.com/ upload/policies/ DBSIL-RPT-Policy-Board.pdf

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

Risk Management

Your Company has formulated the Risk Management policy that defines the adequate risk management process and 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 Audit Committee oversees the risk management plan and ensuring its effectiveness.

Whistle Blower Policy and Vigil Mechanism

The Company has in place the whistle blower policy and vigil 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.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, your Company did not receive any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Investments, Loans and Guarantees

The particulars of investments made by the Company and details of loans given and guarantees given by the Company are furnished in Note Nos. 5(i) and 9(v) of the Standalone Financial Statements of the Company.

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 subject to regular reviews, selfassessments 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 ofEnergy,Technology Absorption and Foreign Exchange Earnings and Outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure - 6 and the same forms part of this Report.

Compliance of Laws and Secretarial standards

The Company is in compliance with the Secretarial Standards on meeting of Board of Directors (SS1) and General Meeting (SS- 2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

Auditors

Statutory Auditors

Your Company at its Sixty Fifth Annual General Meeting held on August 31, 2017 had appointed NSBP & Co, Chartered Accountants (Firm Registration No. 001075N) as Statutory Auditors of the Company up to the conclusion of the Seventieth Annual General Meeting at a remuneration as may be fixed by the Board of Directors on the recommendation of the Audit Committee.

Cost Auditors

HMVN & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to conduct Cost Audit for the year ended March 31, 2017, and they had submitted the Cost Audit Report for the said year on August 23, 2017.

HMVN & Associates, Cost Accountants, New Delhi, were reappointed as the Cost Auditors to conduct cost audit for the year ended March 31, 2018 and they will be submitting their report in due course of time.

In order to rotate the auditors, the Board of Directors of the Company has appointed R.J. Goel & Co., Cost Accountants, New Delhi, as the Cost Auditors to conduct cost audit for the year ended March 31, 2019 and the remuneration payable to them for conduct of cost audit will be coming up for approval before the Shareholders at the ensuing Annual General Meeting.

Secretarial Auditor and Report Thereon

The Board of Directors of the Company appointed Harish Khurana & Associates, Practising Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit for the financial year 2017-18. The Report of the Secretarial Audit is attached in Form MR - 3 and forms part of this report as Annexure - 7.

Comments on Auditorsâ 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/Cost Auditors in their respective reports.

Public Deposits

The Company has not accepted any deposits from public during the year under review.

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.

Health, Safety 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. Health and Safety audit was conducted by external auditors during the year. Towards greener environment, the Company and employees have made it a habit to plant more and more trees.

Industrial Relations

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

Acknowledgement

Your Directors wish to place on record their appreciation for the assistance and cooperation received from the financial institutions, banks, government authorities, customers, vendors and stakeholders during the year under review. The Directors also wish to place their deep appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board

(J.S. Baijal)

Place: New Delhi Chairman

Dated: May 28, 2018 DIN: 00049565

Mar 31, 2017

Dear Members,

The Directors have pleasure in submitting their sixty fifth report on the audited financial statements of the Company for the year ended March 31, 2017.

Financial Highlights (RS, crore)

	FY - 2016-17	FY - 2015-16
Net Sales*	1686.00	1166.40
Profit before interest, depreciation and tax	387.52	248.34
Less: Interest and Financial Charges	93.79	87.49
Profit before depreciation and tax	293.73	160.85
Less: Depreciation	55.58	113.39
Profit before tax	238.15	47.46
Less:- Provision for current tax	50.85	10.17
MAT credit received	(31.18)	(10.17)
Provision for deferred tax	35.06	(10.99)
Profit after tax	183.42	58.45
Add: Surplus brought forward	453.56	408.96
Balance available for appropriation	636.98	467.41
Appropriations:
Dividend Distribution Tax	-	0.99
Dividend	-	4.86
General Reserve	-	8.00
Balance carried forward	636.98	453.56
	636.98	467.41

* Net Sales includes other operating income also.

Operations and Business Performance

The Company has achieved the highest ever profits during the financial year 2016-17 largely on account of buoyancy of Sugar segment due to firming up of the sugar prices.

During the year under review the gross revenue of the Company for the financial year 2016-17 has increased by 45.86% which is RS,1764.10 Crore as compared to RS,1209.42 Crore in the previous financial year and the profit before tax for the financial year 2016-17 has increased by 401.79% which is RS,238.15 Crore as compared to RS,47.46 Crore in the previous financial year.

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

The Company continues to be engaged in the same business 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 its entire earnings in the profit and loss account and proposes not to transfer any amount to the General Reserve.

Dividend

Your Directors have recommended a dividend of C2/- (100%) per equity share of C2/- each for the current financial year ended on March 31, 2017 as against dividend of C0.60/- (30%) per equity share of C2/- each paid during the immediately preceding financial year.

Credit rating

During the financial year 2016-17, ICRA has upgraded the rating for long term facilities of the Company to A which signifies the adequate degree of safety regarding timely servicing of financial obligations. ICRA has also upgraded the rating for short term facilities of the Company to A1 which is the highest rating in the rating scale of ICRA, signifying very strong degree of safety regarding timely payment of financial obligations.

Board of Directors, its Committees and their Meetings

During the financial year 2016-17, five (5) 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 T. Venkatesan, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. He has furnished requisite declaration to the effect that he is not disqualified from being re-appointed as a Director of the Company.

The Key Managerial Personnel, namely, Shri Gautam Dalmia, Managing Director and Shri Anil Kataria, Chief Financial Officer continue to hold their respective offices during the current financial year. Due to the sad demise of Shri K.V. Mohan the position of the Company Secretary in the Company got vacant. Smt. Isha Kalra, was appointed as the Company Secretary of the Company in his place with effect from October 27, 2016 and continue to hold her office.

The independent Directors namely, Shri J.S. Baijal, Shri M. Raghupathy and Shri P. Kannan have given their respective declaration of independence under Section 149 of the Companies Act, 2013. A meeting of the Independent Directors excluding all Non-Independent Directors and Members of the management of the Company was held as mandated by provisions of Rule VIII of Schedule IV of the Companies Act, 2013 wherein they inter-alia reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole.

The details of familiarization programs for Independent Directors of the Company can be accessed at https://www.dalmiasugar. com/upload/policies/Familarisation-Programme-for-Independent-Directors_2016-17.pdf.

The Nomination and Remuneration Policy of the Company on Director''s appointment and remuneration is attached as Annexure- 2 and forms part of this Report.

Your Board of Directors have conducted a formal evaluation of its own performance and the performance of its Committees and that of individual Directors in accordance with norms laid down in the Nomination and Remuneration Policy of the Company and SEBI Guidance Note on Board Evaluation.

Directors'' Responsibility Statement

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

(a) in the preparation of the annual accounts for the 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

Particulars of Remuneration of Directors'', Key Managerial Personnel and Employees''

The particulars of remuneration to Directors and Key Managerial Personnel and other particulars in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-3 of this Report.

A statement sharing the names and other particulars of the employee drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-3A of this Report.

Employees'' Stock Option Scheme

The Company has not granted any employee stock options.

Subsidiaries

The report on the financial position of the Company''s Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended March 31, 2017 is attached in Form AOC -1 and forms part of this report as Annexure-4.

The detailed Annual Reports of these subsidiaries are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Registered Office of the Company and that of the subsidiaries concerned. In event a member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned subsidiaries are available at the Company''s website www.dalmiasugar.com.

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

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

Consolidated Financial Statements

As required under section 129(3) of the Companies Act, 2013 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Accounting Standard - 21, this Annual Report also includes Consolidated Financial Statements for the financial year ended March 31, 2017.

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. Your Company''s 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 Company''s corporate governance practices have been detailed in the Corporate Governance Report and same is attached together with the Auditors'' certificate thereon and forms part of this Report.

Extract of Annual Return

The extract of the annual return is attached in Form MGT-9 giving inter-alia details of shareholding pattern, indebtedness, and managerial remuneration and forms part of this Report as Annexure-5.

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 at http://www.dalmiasugar.com/upload/policies/ DBSIL-CSR-POLICY.pdf. The prime objective of the policy is to make CSR a key business process for sustainable development of the society.

Annual report on corporate social responsibility activities is attached as Annexure-6 and forms part of this Report.

Pursuant to the said policy, the Company has made expenses aggregating to RS,0.45 Crore towards Corporate Social Responsibility during the financial year 2016-17 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.

Related Party Policy and Transactions

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

Risk Management Policy

Your Board of Directors 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 the same on ongoing basis.

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 victimization of stakeholders and provide for direct access to the Chairperson of the Audit Committee in appropriate cases.

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

No such complaints have been received by the said Committee during the financial year 2016-17.

Investment, Loans and Guarantees

The particulars of investments made by the Company and details of loans given and guarantees given by the Company are furnished in Note Nos. 13, 16, 20 and 45 of the Standalone Financial Statements of the Company.

Adequacy of internal financial controls

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure - 7 and the same forms part of this Report.

Auditors

Statutory Auditors

S.S. Kothari Mehta & Co., Chartered Accountants the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. In view of the completion of two terms of

5 consecutive years each, the Board has recommended the name of NSBP & Co., Chartered Accountants, for appointment as a Statutory Auditors for the period of 5 years from the conclusion of ensuing Annual General Meeting till the conclusion of next sixth Annual General Meeting.

The Company has obtained from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the section 141 of the Companies Act, 2013.

Cost Auditor

HMVN & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to conduct Cost Audit for the year ended March 31, 2016, and they have submitted the Cost Audit Report for the said year on August 23, 2016.

HMVN & Associates, Cost Accountants, New Delhi, was re-appointed as the Cost Auditors to conduct cost audit for the year ended March 31, 2017 and they will be submitting their report in due course of time.

Your Directors had decided to reappoint HMVN & Associates, Cost Accountants, New Delhi, as the Cost Auditors to conduct cost audit for the year ended March 31, 2018 and the remuneration payable to them for conduct of Cost Audit will be coming up for approval before the Shareholders at the ensuing Annual General Meeting.

Secretarial Auditor and Report Thereon

The Board of Directors of the Company appointed Harish Khurana

6 Associates, Practicing Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit in terms of section 204 of the Companies Act, 2013. The Report of the Secretarial Audit is attached in Form MR - 3 and forms part of this report as Annexure-8.

Comments on Auditors'' Observations

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

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act.

Public Deposits

The Company has not accepted any deposits from public during the year under review.

Orders Passed By Regulators

No significant and material orders have been passed by the regulators or courts or tribunals impacting the status of the Company.

Health, Safety and Environment

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

Industrial Relations

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

Acknowledgement

For and on behalf of the Board

Place: New Delhi (J.S. Baijal)

Dated: May 5, 2017 Chairman

DIN: 00049565

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

(Rs. Crore)

FY - 15 FY - 14

Net Sales Turnover 1123.80 1186.05

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

Less: Interest and Financial Charges 78.01 75.64

Profit before depreciation and tax (PBDT) 50.86 51.89

Less: Depreciation 50.58 49.30

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

Less: Provision for current tax 0.09 0.62

Prior year tax charge - 0.12

MAT credit received 12.58 (0.62)

Provision for deferred tax (13.87) (0.56)

Profit after tax (PAT) 1.48 3.03

Add: Surplus brought forward 412.21 412.31

Less: Depreciation adjustment 7.23 -

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

Balance available for appropriation 408.96 415.34

APPROPRIATIONS:

Debenture Redemption Reserve (net) - 3.13

Balance carried forward 408.96 412.21

408.96 415.34

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2014-15. In addition, working results for key businesses have been provided as an annexure to this report vide Annexure - 1.

DIVIDEND

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

CHANGES IN BUSINESS

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

CORPORATE GOVERNANCE REPORT

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

SUBSIDIARIES

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

The detailed Annual Reports of these subsidiaries are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned subsidiaries are available at the Company's website www.dalmiasugar.com.

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

EXTRACT OF ANNUAL RETURN

In compliance with sub-section (3) of section 92 of the Companies Act, 2013, the extract of the annual return is attached in Form MGT-9 and forms part of this report as Annexure - 3.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The independent Directors namely, Shri J.S. Baijal, Shri M. Raghupathy and Shri P Kannan have given their respective declaration of independence under Section 149 of the Companies Act, 2013. A meeting of the Independent Directors excluding all Directors and Officials of the Company was held as mandated by provisions of Rule 8 of Schedule IV to the Companies Act, 2013 wherein they apprised the performance of the Executive Directors.

The details of familiarisation programs for independent Directors of the Company can be accessed at the website of the Company at http://www.dalmiasugar.com/upload/policies/ DBSIL-IDF-Policy.pdf.

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

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

The Key Managerial Personnels, namely, Shri Jai H. Dalmia and Shri Gautam Dalmia, Managing Directors, Shri Anil Kataria, Chief Financial Officer and Shri K.V. Mohan, Company Secretary continue to hold their respective offices during the year under review.

The Nomination and Remuneration Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided in section 178(3) of the Companies Act, 2013 has been approved by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is attached as Annexure - 4 to this Report.

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

BOARD OF DIRECTORS, COMMITTEES AND MEETINGS

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

RISK MANAGEMENT

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

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

RELATED PARTY POLICY AND TRANSACTIONS

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

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

INVESTMENTS, LOANS AND GUARANTEES

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors declare that:

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

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

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

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

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

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

EMPLOYEES' STOCK OPTION SCHEME

The Company has not granted any employee stock options.

STATUTORY AUDITORS

M/s. S.S. Kothari Mehta & Co., Chartered Accountants the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. The Board has decided to recommend their appointment for a further period of one year in terms of section 139 of the Companies Act, 2013.

The Company has obtained from them a certificate to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the section 141 of the Companies Act, 2013.

COST AUDITOR

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

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

SECRETARIAL AUDITOR AND REPORT THEREON

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

COMMENTS ON AUDITORS' OBSERVATIONS

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

LISTING OF SHARES

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

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

UNCLAIMED SUSPENSE ACCOUNT

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

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

PARTICULARS OF DIRECTORS' AND EMPLOYEES' REMUNERATION

The particulars of remuneration to Directors and Key Managerial Personnels and other particulars in terms of Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 8 to this Report.

A statement showing the names and other particulars of the employee drawing remuneration in excess of the limits set out in Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - 9 to this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the printed copy of the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is also available on the Company's website.

PUBLIC DEPOSITS

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

ORDERS PASSED BY REGULATORS

No orders have been passed by the regulators or courts or tribunals impacting the status of the Company.

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

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

No such Complaints have been received by the said committee during the financial year 2014-15.

HEALTH, SAFETY AND ENVIRONMENT

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

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

Mar 31, 2014

Dear Members,

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

Financial Results

(Rs. crores)

2013-14 2012-13

Net Sales Turnover 1186.05 993.54

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

Less: Interest and Financial Charges 75.64 65.55

Profit before depreciation and 51.89 91.77 tax (PBDT)

Less: Depreciation 49.30 72.80

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

Provision for current tax - -

Provision for tax Â earlier years - -

Prior year tax charge 0.12 -

Provision for deferred tax -0.56 0.62

Profit after tax (PAT) 3.03 18.35

Add: Surplus brought forward 412.31 399.90

Balance available for appropriation 415.34 418.25

APPROPRIATIONS:

General Reserve - 0.46

Debenture Redemption Reserve 3.13 3.12 (net)

Proposed Dividend - 2.02

Dividend Distribution tax thereon - 0.34

Balance carried forward 412.21 412.31

415.34 418.25

Dividend

Keeping in view the per formance of the Company your Directors have decided not to recommend payment of dividend for the year under review as against dividend calculated at Rs. 0.25 per share in the immediately preceding previous year

Operations And Business Performance

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2013-14. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

Corporate Governance

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

Listing of Shares

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

Industrial Relations

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

Employees'' Particulars

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

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure Â B.

Subsidiaries

The Central Government vide Notifcation No. 5/12/2007 Â CL III, dated 8-2-2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and audited accounts of the Company''s Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 2014 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Ofce of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Ofce of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such

Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company''s website www.dalmiasugar.com.

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

Fixed Deposits

The Company has not accepted any Public Deposits.

Directors

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

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

Shri T. Venkatesan, Director, retires by rotation at the ensuing Annual General Meeting. He has furnished requisite declaration in Form DIR -8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

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

Shri Jai H. Dalmia 16,35,010

Shri Gautam Dalmia 7,51,990

Shri P. Kannan 2,730

Shri J.S. Baijal Nil

Shri M. Raghupathy Nil

Shri T. Venkatesan Nil

Shri B.B. Mehta Nil

Consolidated Financial Statements

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

CEO/CFO Report On Accounts

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

Directors Responsibility Statement

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

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

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

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

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

Auditors

M/s. S.S. Kothari Mehta & Co., Chartered Accountants the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. The Board has decided to recommend their appointment for a further period of one year in terms of section 139 of the Companies Act, 2013. The Company has obtained from them a certifcate to the efect that their re- appointment, if made, would be in conformity with the limits prescribed in the said section.

Cost auditors

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

General

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

For and on behalf of the Board

NEW DELHI (J. S. Baijal)

Dated: May 16, 2014 CHAIRMAN

Mar 31, 2013

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

Financial Results

(Rs. Crore)

FY 13 FY 12

Net Sales Turnover 993.54 715.15

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

Less: Interest and Financial Charges 65.55 50.25

Proft before depreciation and tax 91.77 42.43 (PBDT)

Less: Depreciation 72.80 41.82

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

Provision for current tax 1.16

Provision for tax Â earlier years 3.41

Provision for deferred tax 0.62 1.96

Proft after tax (PAT) 18.35 0.90

Add: Surplus brought forward 399.90 402.13

Balance available for appropriation 418.25 403.03

Appropriations:

General Reserve 0.46

Debenture Redemption Reserve (net) 3.12 3.13

Proposed Dividend 2.02

Dividend Distribution tax thereon 0.34

Balance carried forward 412.31 399.90

418.25 403.03

Dividend

Keeping in view the performance of the Company your Directors have decided to recommend payment of dividend calculated at Rs. 0.25 per share as against nil dividend in the immediately preceding previous year.

Operations and Business Performance

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2012-13. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

Corporate Governance

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

Listing of Shares

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

Industrial Relations

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

Employees'' Particulars

There was no employee in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made thereunder.

Energy Conservation, Technology Absorption and Foreign Exchange Transactions

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure Â B.

Subsidiaries

The Central Government vide Notification No. 5/12/2007 Â CL III, dated 8-2-2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors'' Report and audited accounts of the Company''s Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 2013 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company''s website www.dalmiasugar.com.

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

Fixed Deposits

The Company has not accepted any Public Deposits.

Directors

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

1. Shri J. S. Baijal and

2. Shri B.B. Mehta.

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

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

Shri Jai H. Dalmia 16,35,010

Shri Y.H. Dalmia 45,41,880

Shri Gautam Dalmia 7,51,990

Shri Puneet Yadu Dalmia 39,28,055

Shri P. Kannan 2,730

Shri J.S. Baijal Nil

Shri M. Raghupathy Nil

Shri T. Venkatesan Nil

Shri B.B. Mehta Nil

Consolidated Financial Statements

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

CEO/CFO Report on Accounts

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

Directors Responsibility Statement

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

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

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

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

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

Auditors

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

Cost Auditors

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

For and on behalf of the Board

New Delhi (J.S. Baijal)

Dated: 27th May, 2013 Chairman

Mar 31, 2012

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

FINANCIAL RESULTS

(Rs in Crore)

FY - 12 FY - 11

Net Sales Turnover 712.83 666.81

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

Less: Interest and Financial Charges 50.25 48.08

Profit before depreciation and tax 42.43 39.77 (PBDT)

Less: Depreciation 41.82 39.41

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

Provision for current tax 0.24 0.10

Provision for tax - earlier years -2.49 0.41

Provision for deferred tax 1.96 -3.25

Profit after tax (PAT) 0.90 3.10

Add: Surplus brought forward 402.13 806.72

Balance 403.03 809.82

Less: Transfer pursuant to Scheme of - 402.13 Arrangement

Profit available for appropriation 403.03 407.69 APPROPRIATIONS:

General Reserve - 0.08

Debenture Redemption Reserve (net) 3.13 3.13

Interim/Proposed Dividend - 2.02

Dividend Distribution tax thereon - 0.33

Balance carried forward 399.90 402.13

403.03 407.69

DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2011-12. In addition, working results for key businesses have been provided as an annexure to this report (Annexure - A).

CORPORATE GOVERNANCE

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

LISTING OF SHARES

The Company's shares continue to be listed on the Madras Stock Exchange, National Stock Exchange and Bombay Stock Exchange and the listing fees for the year 2012-13 has been paid.

INDUSTRIAL RELATIONS

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

EMPLOYEES' PARTICULARS

There was no employee in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Rules and Notifications made thereunder.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure - B.

SUBSIDIARIES

The Central Government vide Notification No. 5/12/2007 - CL III, dated 8-2-2011 has given a general exemption to all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors' Report and audited accounts of the Company's Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 2012 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company's website www.dalmiasugar.com.

FIXED DEPOSITS

Company has not accepted any fixed deposits during the year.

DIRECTORS

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

1. Shri M. Raghupathy; and

2. Shri T. Venkatesan.

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

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

Shareholdings in the Company by its Directors as at 31-3-2012, are as under:

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

Shri Jai H. Dalmia 16,35,010

Shri Y.H. Dalmia 45,41,880

Shri Gautam Dalmia 7,51,990

Shri Puneet Yadu Dalmia 34,92,055

Shri T. Venkatesan 2,000

CONSOLIDATED FINANCIAL STATEMENTS

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

CEO/CFO REPORT ON ACCOUNTS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS

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

COST AUDITORS

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

For and on behalf of the Board

NEW DELHI J.S. Baijal

Dated: 11th May, 2012 CHAIRMAN

Mar 31, 2011

Dear Members,

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

FINANCIAL RESULTS

(Rs million) FY11 FY10

Net Sales Turnover 6668 21543

Profit before interest, 879 5117 depreciation and

tax (EBITDA)

Less: Interest and Financial Charges 481 1756

Profit before depreciation and tax 398 3361 (PBDT)

Less: Depreciation 394 1320

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

Provision for current tax 1 67

Provision for tax - earlier years 4 -

Provision for deferred tax (32) 604

Fringe Benefit tax - -

Profit after Tax(PAT) 31 1370

Add:(i) Surplus brought forward 8067 70911

(ii)Transfer from Debenture 1251 - Redemption Reserve

Balance 8098 8586

Less: Transfer pursuant to Scheme of 4022 -

Arrangement

Profit available for appropriation 4076 8586

APPROPRIATIONS:

General Reserve 1 200

Debenture Redemption Reserve (net) 31 129

Interim/Proposed Dividend 20 162

Dividend Distribution tax thereon 3 27

Balance carried forward 4021 8068

4076 8586

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

DIVIDEND

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

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

SCHEME OF ARRANGEMENT

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

CHANGE IN NAME OF COMPANY

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

CORPORATE GOVERNANCE

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

LISTING OF SHARES

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

INDUSTRIAL RELATIONS

Barring a two months strike by the workers at Salem, the industrial relations during the year under review remained harmonious and cordial. The Directors wish to place on record their appreciation for the excellent cooperation received from all employees at various units of the Company.

EMPLOYEES' PARTICULARS

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE TRANSACTIONS

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange transactions, in accordance with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, forms a part of this report as Annexure - B.

SUBSIDIARIES

The Central Government vide Notification 5/12/2007 -- CL III, dated 8-2-2011 has exempted all Companies in terms of Section 212(8) of the Companies Act, 1956 from attaching the Annual Reports of its Subsidiaries. Accordingly, the Directors' Report and audited accounts of the Company s Subsidiaries, Himshikhar Investment Limited, Dalmia Solar Power Limited and Dalmia Sugar Ventures Limited, for the year ended 31st March 2011 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries may inspect the same at the Head Office of the Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Company's website www. dalmiacement.com.

FIXED DEPOSITS

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

DIRECTORS

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

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

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

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

Shri Jai H.Dalmia 1,635,010

Shri Y.H.Dalmia 751880

Shri Gautam Dalmia 751,990

Shri Puneet Yadu Dalmia 742.055

Shri T. Venkatesan 2,000

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11.

CEO/CFO REPORT ON ACCOUNTS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

AUDITORS

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

For and on behalf of the Board

Jai H. Dalmia PuneetYadu Dalmia Vice Chairman Managing Director

Place:New Delhi Dated :23rd May, 2011

Mar 31, 2010

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

FINANCIAL RESULTS

(Rs. in Million)

FY-10 FY-09

Net Sales Turnover 21543 17536

Profit before interest,

depreciation and tax (EBITDA) 5117 4941

Less: Interest and Financial Charge 1756 1469

Profit before depreciation

andtax(PBDT) 3361 3472

Less: Depreciation 1320 872

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

Profit after tax (PAT) 1370 1586

Add: (i) Surplus brought forward 7091 6118

(ii)Transfer from Debenture Redemption Reserve 125 -

Profit available for appropriation 8586 7704

APPROPRIATIONS:

General Reserve 200 200

Debenture Redemption

Reserve (net) 129 129

Interim/Proposed Dividend 162 243

Dividend Distribution tax thereon 27 47

Balance carried forward 8068 7091

8586 704 DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

Please refer to the chapter on Management Discussion and Analysis for a detailed analysis of the performance of the Company during 2009-10. In addition, working results for key businesses have been provided as an annexure to thisreport(Annexure-A).

SCHEME OF ARRANGEMENT

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

CORPORATE GOVERNANCE

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

LISTING OF SHARES

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

INDUSTRIAL RELATIONS

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

EMPLOYEES PARTICULARS

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGETRANSACTIONS

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

SUBSIDIARIES

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

Limited, Dalmia Power Limited (formerly: Seeta Estates & Brokers Limited), Dalmia Bharat Enterprises Limited (formerly: Sri Kesava Mines & Minerals Limited), Sri Shanmugha Mines & Minerals Limited, Sri Subramanya Mines & Minerals Limited, Sri Swaminatha Mines & Minerals Limited, DCB Power Ventures Limited (formerly: Sri Madhava Minerals & Properties Limited), Sri Dhandauthapani Mines & Minerals Limited, Sri Madhusudana Mines and Properties Limited, Sri Trivikrama Mines and Properties Limited, Dalmia Sugar Ventures Limited, and ultimate subsidiaries, Dalmia Cement Ventures Limited, Cosmos Cements Limited, Sutnga Mines Private Limited, Rajputana Properties Private Limited and Golden Hills Resort Private Limited for the year ended 31st March 2010 are not being enclosed with this Annual Report. Any Member desiring to inspect the detailed Annual Reports of any of the aforementioned subsidiaries mayinspectthesameatthe Head Officeofthe Company and that of the subsidiaries concerned. In event a Member desires to obtain a copy of the Annual Report of any of the aforementioned subsidiaries, he may write to the Registered Office of the Company specifying the name of the subsidiary whose Annual Report is required. The Company shall supply a copy of such Annual Report to such Member. The Annual Report of the aforementioned Subsidiaries are available at the Companys website www.dalmiacement.com.

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

FIXED DEPOSITS

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

DIRECTORS

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

1. ShriT.Venkatesan;

2. ShriM.H. Dalmia; and

3. ShriN.Gopalaswamy

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

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

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

Shri J.H. Dalmia 16,35,010

Shri Y.H. Dalmia 602,380

Shri Gautam Dalmia 6,77,290

Shri Puneet Dalmia 7,42,055

ShriT.Venkatesan 2,000

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2009-10.

CEO/CFO REPORT ON ACCOUNTS

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates thatarereasonableandprudentsoas to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profitoftheCompanyforthatperiod;

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

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

AUDITORS

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

For and on behalf of the Board

Place: NEW DELHI

Dated:May26,2010 CHAIRMAN

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