Dear Members,
Your Directors have pleasure in presenting their 10th Report along with
the audited financial statements including the consolidated financial statements for the
financial year ("FY") 2022-23.
The state of affairs of the Company comprising the performance of its
business relating to providing management services and cement business of its subsidiaries
are detailed out in the Management Discussion and Analysis Report, which forms part of the
Annual Report.
FINANCIAL HIGHLIGHTS
(Rs. Crore)
Particulars |
Standalone |
Consolidated |
2022-23 |
2021-22 |
2022-23 |
2021-22* |
Revenue from operations |
132 |
135 |
13,540 |
11,286 |
Profit before finance
costs, depreciation and tax |
214 |
235 |
2,454 |
2,586 |
Less: Finance costs |
3 |
4 |
234 |
202 |
Profit before
depreciation and tax |
211 |
231 |
2,220 |
2,384 |
Less: Depreciation and
amortisation |
6 |
6 |
1,305 |
1,235 |
Profit before share of
profit/ (loss) in associate and joint venture and exceptional items |
205 |
225 |
915 |
1,149 |
Add: Share of profit in
associate and joint ventures |
- |
- |
554 |
5 |
Less: Exceptional items
(net) |
- |
30 |
144 |
2 |
Profit before tax from
continuing operations |
205 |
195 |
1,325 |
1,152 |
Tax expense: |
|
|
|
|
Current tax |
11 |
6 |
32 |
25 |
Deferred tax charge/
(credit) |
(1) |
(5) |
239 |
279 |
Tax adjustments for earlier
years |
(0) |
11 |
(29) |
11 |
Total tax expense of
continuing operations |
10 |
12 |
242 |
315 |
Profit after tax for the
year from continuing operations |
195 |
183 |
1,083 |
837 |
Net profit/ (loss) for the
year from discontinued operations |
- |
- |
(4) |
8 |
Profit for the year |
195 |
183 |
1,079 |
845 |
Profit attributable to non
controlling interest |
- |
- |
44 |
29 |
Profit attributable to
owners of the Parent |
195 |
183 |
1,035 |
816 |
Other comprehensive income/
(loss) |
(185) |
383 |
(1,313) |
1,815 |
Total comprehensive
income |
10 |
566 |
(234) |
2,660 |
Basic EPS - Continuing
operations |
10.41 |
9.75 |
55.44 |
43.15 |
Basic EPS - Discontinued
operations |
- |
- |
(0.22) |
0.45 |
Basic EPS |
10.41 |
9.75 |
55.22 |
43.60 |
Retained earnings: Balance
of profit for earlier years |
344 |
263 |
4,825 |
3,641 |
Add: Profit for the year
(attributable to owners of the Parent) |
195 |
183 |
1,035 |
816 |
Add: Transfer from
debenture redemption reserve |
- |
- |
0 |
19 |
Add: Other comprehensive
income/ (loss) recognised in retained earnings |
1 |
(2) |
2 |
(2) |
Add: Transfer of realised
gain on sale of equity instruments through other comprehensive income |
- |
- |
- |
460 |
Less: Transfer to debenture
redemption reserve |
- |
- |
0 |
(0) |
Less: Share of deemed
capital contribution transferred to non-controlling interest |
- |
- |
- |
9 |
Less: Dividends paid on
equity shares |
169 |
100 |
169 |
100 |
Retained earnings:
Balance to be carried forward |
371 |
344 |
5,693 |
4,825 |
OVERVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE
On a standalone basis, your company recorded net revenue of Rs. 132
crore for the FY 2022-23 registering a marginal decline of 2.55% as compared to the net
revenue of Rs.135 crore in the FY 2021-22; Earnings before Finance Costs, Depreciation and
Taxes stood at Rs. 214 crore in FY 2022-23 as compared to Rs.235 crore in FY 2021-22 and
earned profit before tax of Rs.205 crore during the FY 2022-23 as compared to Rs.195 crore
profit earned in the FY 2021-22.
The consolidated performance of the Company, its subsidiaries,
associate and joint venture companies (collectively referred to as "the Group")
has been detailed at appropriate places in this report.
Your company achieved a significant milestone in the financial year
2022-23. On a consolidated basis, the net revenue reached Rs.13,540 crore, marking a
notable growth of 20% compared to the previous financial year's net revenue of Rs.11,286
crore. However, there was a slight decline in the earnings before finance costs,
depreciation, and taxes, which stood at Rs.2,454 crore in FY 2022-23, representing a
decrease of 5.11% compared to Rs.2,586 crore in FY 2021-22.
Despite this decline, the company performed well in terms of profit.
The profit before tax in FY 2022-23 amounted to Rs.1,325 crore, registering a growth of
15.02% when compared to Rs.1,152 crore earned in the financial year 2021-22. Moreover, the
profit after tax for FY 2022-23 reached Rs.1,079 crore, showing an impressive growth rate
of 27.69% compared to Rs.845 crore earned in FY 2021-22.
UPDATES ABOUT THE SUBSIDIARIES
(i) Composite Scheme of Murli Industries Limited
The Composite Scheme of Arrangement and Amalgamation, approved and
sanctioned by the Honorable National Company Law Tribunal, Chennai Bench, through its
Order(s) dated June 10, 2022, involved the following steps:
(a) Demerger: The Paper and Solvent Extraction Undertakings of
Murli Industries Limited were demerged into two wholly owned subsidiaries of Dalmia Cement
(Bharat) Limited (Rs.DCBLRs.), namely Ascension Mercantile Private Limited and Ascension
Multiventures Private Limited.
(b) Amalgamation: Subsequently, Murli Industries Limited having
remaining business was amalgamated with DCBL.
The implementation of this Composite Scheme took effect from July 1,
2022, with the appointed date being March 31, 2020 (at close of business hours). As a
result of the Scheme's implementation, Murli Industries Limited merged with DCBL.
(ii) Amalgamation of Dalmia DSP Limited
The National Company Law Tribunal (NCLT), Kolkata and NCLT, Chennai,
have granted their approval for the Scheme of Amalgamation between Dalmia DSP Limited and
DCBL. NCLT, Kolkata approved it on February 15, 2022, while the NCLT, Chennai approved it
on June 10, 2022.
Effective from July 1, 2022, with the appointed date being March 31,
2020 (at close of business hours), the Scheme of Amalgamation was implemented. As a
result, Dalmia DSP Limited merged with DCBL.
(iii) Dalmia Bharat Green Vision Limited:
Dalmia Bharat Green Vision Limited, a wholly owned subsidiary of DCBL,
was incorporated to set up three green field cement projects in Tuticorin, South Chennai
and North Bihar to add 5.5 MnTPA cement capacity. The North Bihar project with capacity of
2.5 MnTPA is deferred for the time-being. Except the North Bihar project, the capacity in
other two plants are expected to be added in FY 2024.
(iv) Capacity Enhancement(s) / Acquisitions / Divestment
During the year under review, DCBL, wholly owned subsidiary of the
Company, entered into a Definitive Agreements for the acquisition of Clinker, Cement and
Power Plants from Jaiprakash Associates Limited and its associate having total cement
capacity of 9.4 MnT (along with Clinker capacity of 6.7MnT and Thermal Power plants of
280MW) at an Enterprise Value of Rs.5,836 Crore. These assets are situated in the states
of Madhya Pradesh, Uttar Pradesh & Chhattisgarh.
During the year, DCBL has also enhanced its Cement capacity to 38.6
MnT; Clinker Capacity to 21.7 MnT; Solar Power capacity to 100 MW and West Heat Recovery
System Power to 66 MW. In addition to that, 2nd Cement line at Jharkhand Bokaro Cement
Manufacturing Works with 2.5 MnT capacity has been set up and trial production and sales
invoicing begun.
In a bid to exit from the non-core business, on April 25, 2023, DCBL
has sold its entire investment of 1,87,23,743 equity Shares of Rs.10 each (42.36% of share
capital) of Dalmia Bharat Refractories Limited, an associate company, at a consideration
of Rs.800 crore to M/s Sarvapriya Healthcare Solutions Private Limited (Sarvapriya), a
promoter group company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of financial performance and
results of operations of the Company, as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Rs.Listing RegulationsRs.) is provided in a
separate section and forms an integral part of this report. It inter-alia gives details of
the overall industry structure, economic developments, performance and state of affairs of
your Company's business, risks and concerns and material developments during the financial
year under review.
DIVIDEND
The Board of Directors at their meeting held on April 25, 2023, has
recommended payment of Rs.5/- (@250%) per equity share of the face value of Rs.2/- each as
final dividend for the financial year ended March 31, 2023. The payment of final dividend
is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM)
of the Company. The recommended final dividend shall be paid to those shareholders whose
names appear in the Register of Members as on the Record Date, on approval by the members
at the AGM.
During the year under review, the Board of Directors of the Company at
their meeting held on November 2, 2022, also declared an Interim dividend of Rs.4/-
(@200%) per equity share of the face value of
Rs.2/- each. The interim dividend was paid to the shareholders
on November 21, 2022.
The total dividend for the financial year 2022-23, including the
proposed final dividend, amounts to Rs.9/- (@450%) per equity share of the face value of
Rs.2 each consistent with the dividend of Rs.9/- (@450%) per equity share of the face
value of Rs.2 each paid for the previous financial year 2021-22.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
The Board of Directors recommends the dividend after considering the
financial and non-financial factors prevailing during the financial year under review and
in terms of the Dividend Distribution Policy of the Company. The said policy is available
at the website of the Company at:
https://www.dalmiacement.com/wp-content/themes/DalmiaCement/
assets/pdf/dbl-industries/Dividend-Distribution-Policy.pdf
TRANSFER TO GENERAL RESERVES
Your Directors have not proposed to transfer any amount to the General
Reserve.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial
Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act,
2013, Accounting Standards and Listing Regulations. The consolidated financial statements
have been prepared on the basis of audited financial statements of the Company and its
Subsidiary Companies, as approved by their respective Board of Directors and form an
integral part of this Annual Report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31, 2023, the Company had 30 Direct and Indirect
subsidiaries and 7 Direct and Indirect Associate Companies and 2 Joint Ventures.
A report containing the salient features of the financial statements of
the Company's subsidiaries, joint ventures and associate companies for the financial year
ended March 31, 2023 in the prescribed form AOC- 1 as per the Companies Act, 2013 is set
out in Annexure 1 and forms an integral part of this Annual Report.
During the year under review, Dalmia Cement (Bharat) Limited and Dalmia
Cement (North East) Limited (Formerly known as Calcom Cement India Limited) are the
material unlisted subsidiaries of the Company in terms of the Listing Regulations as
amended from time to time and the Company's Policy for determining material subsidiary.
The said policy may be accessed at the Company's website at
https://www.dalmiacement.com/wp-content/themes/DalmiaCement/assets/
pdf/dbl-industries/Policy-on-Material-Subsidiaries.pdf
The changes in the subsidiaries during the financial year 2022-23 are
as under:
Sr.
No. |
Name of
Company |
Status
(subsidiary / joint venture / associate) |
Added/
Ceased |
Effective
date* |
1. |
Dalmia
DSP Limited |
Subsidiary |
Ceased |
July 1,
2022 (appointed date close of business |
2. |
Murli
Industries Limited |
Subsidiary |
Ceased |
hour on
March 31, 2020) |
* Pursuant to implementation of the scheme(s) from July 01, 2022.
The Financial Statements of the Company/its subsidiaries and the
Consolidated Financial Statements of the Company including all other documents required to
be attached thereto, are placed on the Company's website www.dalmiabharat.com.
These documents will also be available for inspection on all working days, during business
hours, at the registered office of the Company and any member desirous of obtaining a copy
of the same may write to the Company Secretary.
NUMBER OF BOARD MEETINGS
During the year under review, the Board of Directors of the Company met
Six (6) times, i.e., on May 9, 2022, June 16, 2022, August 4, 2022, November 2, 2022,
December 12, 2022 and February 4, 2023. The Board meetings are conducted in due compliance
with; and following the procedures prescribed in the Companies Act, 2013 and the rules
framed thereunder including secretarial standards and the Listing Regulations. Detailed
information on the meetings of the Board is included in the report on Corporate Governance
which forms part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Retirement by rotation and subsequent reappointment:
Pursuant to the provisions of Section 152(6)(c) of the Companies Act,
2013, Sh. Yadu Hari Dalmia, Non-Executive Director of the Company, being longest in the
office, is liable to retire by rotation at the ensuing Annual General Meeting ('AGM') and
being eligible offers himself for reappointment. Appropriate resolution for his
reappointment is being placed for the approval of the shareholders of the Company at the
ensuing AGM.
A brief profile of Sh. Yadu Hari Dalmia and other related information
as stipulated under Regulation 36 (3) of the Listing Regulations, is appended in the
Notice of AGM.
II. Appointment/Resignation/Cessation:
In accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended from
time to time, the following were the Key Managerial Personnel of the Company as on March
31, 2023
1. Mr. Gautam Dalmia, Managing Director
2. Mr. Puneet Yadu Dalmia, Managing Director & Chief Executive
Officer
3. Mr. Dharmender Tuteja, Chief Financial Officer
4. Mr. Rajeev Kumar, Company Secretary
III. Declaration of Independence from Independent Directors:
Your Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and under Regulation 16 (1) (b) of the Listing
Regulations and they have registered their names in the Independent Director's Databank.
Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have
provided declarations in Form DIR- 8 that they have not been disqualified to act as a
Director.
In the opinion of the Board, Independent Directors fulfil the
conditions specified in the Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as under Listing Regulations and are independent from Management.
COMMITTEES OF THE BOARD
In order to adhere to the best corporate governance practices, to
effectively discharge its functions and responsibilities and in compliance with the
requirements of applicable laws, your Board has constituted several Committees of the
Board namely (a) Audit Committee (b) StakeholdersRs. Relationship Committee (c) Nomination
and Remuneration Committee (d) Corporate Social Responsibility Committee and (e) Risk
Management Committee
The details with respect to the compositions, number of meetings held
during the financial year 2022-23 and attendance of the members, powers, terms of
reference and other related matters of the Committees are given in detail in the Corporate
Governance Report which forms part of the Annual Report.
Apart from above, the Board constitutes several operational committees
from time to time.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company lays down the
constitution and role of the Nomination and Remuneration Committee. The policy has been
framed with the objective -
(a) To formulate the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of Directors of the
Company;
(b) to ensure that appointment of directors, key managerial personnel
and senior managerial personnel and their removals are in compliance with the applicable
provisions of the Act and the Listing Regulations;
(c) to set out criteria for the evaluation of performance and
remuneration of directors, key managerial personnel and senior managerial personnel;
(d) to recommend policy relating to the remuneration of Directors, KMPs
and Senior Management Personnel to the Board of Directors to ensure:
(i) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors and employees to effectively and
qualitatively discharge their responsibilities;
(ii) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks;
(iii) Align the growth of the Company and development of employees and
accelerate the performance;
(iv) to adopt best practices to attract and retain talent by the
Company; and
The policy specifies the manner of effective evaluation of performance
of Board, its Committees and individual Directors to be carried out either by the Board,
by the Nomination and Remuneration Committee or by an independent external agency and
review its implementation and compliance. The Nomination and Remuneration policy of the
Company can be accessed at https://www.dalmiacement.com/wp-content/uploads/2023/06/2.-
DBL-Nomination-and-Remuneration-Policy.pdf
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out annual evaluation of (i) its own performance; (ii)
Individual Directors Performance; (iii) performance of Chairman of the Board; and (iv)
Performance of all Committees of Board for the Financial Year 2022-23.
The Board's functioning was evaluated on various aspects, including
inter-alia the structure of the Board, meetings of the Board, functions of the Board,
effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on inter-alia the degree of
fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of
meetings.
The Directors were evaluated on various aspects such as attendance and
contribution at Board/Committee meetings and guidance/ support to the Management outside
Board/Committee meetings.
The performance of Non-Independent Directors, Board as a whole and the
Chairman was evaluated in a separate meeting of Independent Directors. Similar evaluation
was also carried out by the Nomination and Remuneration Committee and the Board.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
Based on the feedback of the Directors and after due deliberations and
taking into account the views and counter views, the evaluation
was carried out in terms of the Nomination and Remuneration Policy. The
Directors expressed their satisfaction with the evaluation process.
Further, the evaluation process confirms that the Board and its
Committees continue to operate effectively and the performance of the Directors is
satisfactory.
DIRECTORSRs. RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) In preparation of the annual accounts for the year ended March 31,
2023, the applicable accounting standards have been followed and there are no material
departures from the same;
(b) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting frauds and
other irregularities;
(d) The Directors have prepared the annual accounts on a going concern
basis;
(e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
(f) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and external consultants, including audit of internal
financial controls over financial reporting by the statutory auditors, and the reviews
performed by management and the relevant board committees, including the audit committee,
the board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2022-23.
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time are provided
in the prescribed format and is attached and marked as Annexure - 2 and
forms part of this report.
A statement showing the names of the top ten employees in terms of
remuneration drawn and other employees drawing remuneration in excess of the limits set
out in Rules 5(2) and other particulars in terms of Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and marked
as Annexure-2A and forms part of this report.
None of the Directors or Managing Director or Whole Time Director and
CEO of the Company, received any remuneration or commission, except sitting fees for
attending meetings and Mr. Yadu Hari Dalmia as Advisor, from the Subsidiary Company of
your Company.
CORPORATE GOVERNANCE REPORT
In compliance with the provisions of Listing Regulations a separate
report on the Corporate Governance for the financial year 2022-23 forms an integral part
of this Annual Report. The requisite certificate from Mr. R Venkatasubramanian,
Secretarial Auditor of the Company confirming compliance with the conditions of Corporate
Governance and from Secretarial Auditor that none of the Directors of the Company has been
debarred or disqualified from being appointed or continuing as Director of the Company by
Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority
is also attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report (BRSR), as
stipulated under Regulation 34 (2) (f) of the Listing Regulations, describing the
initiatives taken by the Company from environment, social and governance perspective forms
part of the Annual Report prepared as per Integrated Reporting framework.
CHANGES IN SHARE CAPITAL
During the year under review, the Company has allotted 1,11,688 equity
shares of Rs.2/- each as ESOP to the eligible employees in accordance with DBL ESOP Scheme
2018. Post such allotment of shares, the Issued, Subscribed and Paid up equity share
capital of the Company is Rs.37.49 crore constituting of 18,74,80,361 equity shares of
Rs.2/- each.
EMPLOYEESRs. STOCK OPTION SCHEME
In terms of the Scheme of arrangement and amalgamation amongst Odisha
Cement Limited ("ODCL" or "Company"), Dalmia Bharat Limited
("DBL") and Dalmia Cement (Bharat) Limited ("DCBL") and their
respective shareholders and creditors, the Company has adopted the DBEL ESOP Scheme 2011
with a new name i e "DBL ESOP Scheme 2018" with the same terms and conditions.
During the year under review, there has been no material change in the "DBL ESOP
Scheme 2018" of the Company and the Scheme continue to be in compliance with
relevant/applicable ESOP Regulations.
Further the details required to be provided under the SEBI (Share Based
Employee Benefits) Regulations, 2014 are disclosed on the website of the Company and can
be accessed on the Company's website at
https://www.dalmiacement.com/wp-content/uploads/2023/05/DBL-
ESOP-Disclosure-as-on-March-31-2023.pdf
A certificate from the Secretarial Auditor of the Company certifying
that the DBL ESOP Scheme 2018 has been implemented in accordance with the SEBI (Share
Based Employee Benefits) Regulations, 2014 and in accordance with the Shareholder's
resolution will be made available electronically for inspection by the members during the
AGM.
ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014 as amended from time to time,
the Annual Return of the Company as on 31st March, 2023 is available on the Company's
website at https://www.dalmiacement.com/wp-content/uploads/2023/06/
DBL-Annual-Return-2022-2023.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Group has been following the concept of giving back and sharing
with the under privileged sections of the society for more than eight decades. The CSR of
the Group is based on the principal of Gandhian Trusteeship. For over eight decades, the
Group has addressed the issues of health care and sanitation, education, rural
development, women empowerment and other social development issues. The prime objective of
our CSR policy is to hasten social, economic and environmental progress. We remain focused
on generating systematic and sustainable improvement for local communities surrounding our
plants and project sites.
The Board of Directors of your Company has formulated and adopted a
policy on CSR. The said policy was revised during the year keeping in view the changes in
related provisions. The said policy can be accessed at:
https://www.dalmiacement.com/wp-content/
uploads/2022/09/Corporate-Social-Responsibility-Policy.pdf
During the year under review, the Company has spent an aggregate amount
of Rs.2.58 Crore towards CSR activities as against the spending requirement of Rs.96.83
lakhs, being 2% of average net profit. As a result, the excess amount spent would be
carried forward for set off in next financial year(s).
The annual report on CSR activities containing composition of CSR
committee and disclosure as per Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is attached and marked as Annexure - 3 and forms part of this report.
On consolidated basis the Group has spent Rs.17.50 crore in FY 2022-23
towards CSR.
Please refer to CSR Report and Social and Relationship Capital section
in the IR for further details.
RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions or which is required to be reported in Form No.
AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014.
Related Party Transactions are placed before the Audit Committee for
prior approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are repetitive in nature.
There are no materially significant Related Party Transactions entered
into by the Company during the year that required shareholdersRs. approval under
Regulation 23 of the Listing Regulations.
In compliance with the requirements of the Companies Act, 2013 and
Listing Regulations, your Company has formulated a Policy on Related Party Transactions.
The said policy was revised during the year to align it with the amendments in the Listing
Regulations. The said policy is available on Company's website at https://www.dalmiacement.com/wp-content/uploads/2022/09/
Policy-on-Related-Party-Transactions.pdf
RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is
designed to enable risks to be identified, assessed and mitigated appropriately. Your
Company monitors, manages and reports on the principal risks and uncertainties that can
impact its ability to achieve its strategic objectives. Your Company has Risk Management
Committee which monitors and reviews the risk management plan / process. The Company has
also appointed a Chief Risk Officer and has adequate risk management procedures in place.
The major risks are assessed through a systemic procedure of risk identification and
classification. Risks are prioritised according to significance and likelihood.
The Risk Management Committee oversees the risk management processes
with respect to all probable risks that the organisation could face such as strategic,
financial, liquidity, security including cyber security, regulatory, legal, reputational
and other risks. The Committee ensures that there is a sound Risk Management Policy to
address such risks. There are no elements of risk which in the opinion of the Board may
threaten the existence of the Company. The details of the Risk Management Committee are
given in the Corporate Governance Report which forms integral part of this Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial control systems
commensurate with the size of operations. The policies and procedures adopted by your
Company ensures the orderly and efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, adequacy and completeness of the accounting
records, and timely preparation of reliable financial information. The entire system is
complemented by Internal audit conducted by reputed external firm of Chartered Accountants
on selected functions such as Human Resource, Logistics, material movement, legal
Compliances, SAP - IT ERP system and IT general controls.
The internal auditors of the Company conduct regular internal audits as
per approved plan and the Audit Committee reviews periodically
the adequacy and effectiveness of internal control systems and takes
steps for corrective measures whenever required. There are established Cause-Effect-Action
(CEA) systems and escalation matrices to ensure that all critical aspects are addressed
well in time.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In Compliance with the provisions of Section 177 of the Companies Act,
2013 and Regulation 22 of the Listing Regulations as amended from time to time, the
Company has in place the Whistle Blower Policy and Vigil Mechanism for Directors,
employees and other stakeholders which provides a platform to them for raising their voice
about any breach of code of conduct, financial irregularities, illegal or unethical
practices, unethical behaviour, actual or suspected fraud. Adequate safeguards are
provided against victimisation to those who use such mechanism and direct access to the
Chairman of the Audit Committee in appropriate cases is provided. The policy ensures that
strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination is made against any person. The Whistle Blower Policy and Vigil Mechanism
may be accessed on the Company's website at https://www.dalmiacement.com/wp-content/
themes/DalmiaCement/assets/pdf/dbl-industries/Whistleblower-
Policy-and-Vigil-Mechanism.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to ensure that all are treated with dignity
and respect. Company has zero tolerance towards any action of any executive which may fall
under the ambit of 'sexual HarassmentRs. at workplace and is fully committed to uphold and
maintain the dignity of every women working in your Company. The Human Resource and the
Legal department in collaboration with other functions, ensure protection against sexual
harassment of women at workplace and for the prevention and redressal of complaint in this
regard.
In line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013, an Anti-Sexual Harassment
Policy has been put in place and Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. During the financial year
2022-23, no complaint was received by ICC.
LOANS, GUARANTEES, SECURITY AND INVESTMENTS
Your Company has given loans and guarantees, provided security and made
investments in other Companies with the requisite approval and in compliance with the
provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and
guarantees given, securities provided and investments made are provided in the Standalone
Financial Statements at note no 35.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
TRANSACTIONS
The particulars of energy conservation and technology absorption are
not applicable to the Company as it is not engaged in any manufacturing activity.
The disclosure of foreign exchange earnings and outgo, in terms of
provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended from time to time, is given hereunder:
Foreign Exchange earnings and outgo
Rs. In crore
Foreign
Exchange |
^^^^2022-2023 |
2021-2022 |
Earnings |
Nil |
Nil |
Outgo |
2.67 |
2.52 |
AUDITORS AND AUDITOR's REPORT
A. Statutory Auditors and their report
M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm
Registration No. 001076N/N500013) were appointed as the Statutory Auditors of the Company
at the 8th Annual General Meeting held on September 29, 2021 for a period of 5 years to
hold office till the conclusion of 13th Annual General Meeting of the Company to be held
in the year 2026.
The Company has received written consent and certificate of eligibility
in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules
issued thereunder, from M/s Walker Chandiok & Co. LLP. They have confirmed to hold a
valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India (ICAI) as required under the Listing Regulations.
There is no qualification, reservation or adverse remark in their
report on Standalone Financial Statements. The notes on financial statements referred to
in the AuditorsRs. Report are self-explanatory and do not call for any comments and
explanation. The Auditors have not reported any matter under Section 143 (12) of the Act
during the year under review.
The Report submitted by the Statutory Auditors on the consolidated
financial statements of the Company do not contain any qualification, reservation or
adverse remark or disclaimer. However, the Statutory Auditors in their report on the
consolidated financial statements included matters of emphasis regarding (a) Profit before
tax from continuing operations for the financial year ended March 31, 2023 was lower by
Rs.203 Crore, in view of amortisation of goodwill pursuant to the National Company Law
Tribunal approved Scheme of Arrangement and Amalgamation; (b) accounting of the composite
scheme of arrangement and amalgamation from the appointed date i.e. closing business hours
of March 31, 2020 as approved by the HonRs.ble National Company Law Tribunal, though the
scheme has become effective on July 1, 2022 and restatement of comparative for the
previous year by the management of DCBL.
The said Emphasis of Matters have been explained and clarified in note
no. 4(b)(iii), and note no 59(b) of the notes to accounts to the Consolidated Financial
Statements of the Company for the year ended March 31, 2023, which are self-explanatory
and
B. Secretarial Auditor and their Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Company had appointed Mr. R. Venkatasubramanian, Practicing Company Secretary,
as the Secretarial Auditor the Financial Year 2022-23.
As required under Section 204 of the Companies Act, 2013 and the
Listing Regulations, the Secretarial Audit Report(s) in Form MR-3 of the Company for the
FY 2022-23 is attached and marked as Annexure - 4 and form part of this report. There is
no qualification, reservation or adverse remark in the said Secretarial Audit Report(s).
Additionally, as required under the Listing Regulations, the
secretarial audit of Dalmia Cement (Bharat) Limited and Dalmia Cement (North East) Limited
(Formerly known as Calcom Cement India Limited) material subsidiaries, has also been
carried out. Copy of Secretarial Audit Report(s) of said material subsidiaries is
available at Company's website at www.dalmiabharat.com.
C. Cost records and cost audit
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities carried out by the Company.
DEPOSITS
During the year under review, the Company has not accepted any deposits
under Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards
(SS) issued by the Institute of Company Secretaries of India from time to time and
approved by the Central Government.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant or material orders which were passed by the
Regulators or Courts or Tribunals which impact the going concern status and the Company's
Operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments, other than disclosed as part of
this report, affecting the financial position of the Company have occurred between March
31, 2023 and the date of the report.
NO APPLICATION HAS BEEN MADE UNDER THE INSOLVENCY AND BANKRUPTCY CODE
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.
NO DIFFERENCE IN VALUATION
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
ACKNOWLEDGEMENT & APPRECIATION
Your Directors express their sincere appreciation for the assistance
and co-operation received from the Government authorities, financial institutions, banks,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services continuously
being rendered by the Company's executives, staff and workers.
For and on behalf of the Board of Directors
P.K. Khaitan
|
Chairman |
Place:
New Delhi |
DIN-00004821 |
Date: May
26, 2023 |
|
Annexure - 1
AOC-1
Statement containing salient features of financial statements of
subsidiaries, associate and joint ventures
as per Companies Act, 2013
(Pursuant to first proviso to sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of Companies ( Accounts) Rules, 2014)
PART - A: SUBSIDIARIES
(Rs. in crore)
S.
No. |
Name of
the subsidiary company |
Reporting
currency |
Share
capital |
Reserves
& surplus |
Total
liabilities |
Total
assets |
Investments |
Turnover |
Profit/
(loss)
before
taxation |
Provision
for
taxation |
Profit/
(loss)
after
taxation |
Proposed
dividend |
% of
shareholding |
1 |
Dalmia
Cement (Bharat) Limited |
INR |
314 |
11,780 |
9,111 |
21,205 |
2,203 |
12,187 |
537 |
117 |
421 |
- |
100.00 % |
2 |
Dalmia
Power Limited |
INR |
1 |
1,165 |
41 |
1,207 |
764 |
- |
54 |
2 |
54 |
- |
100.00 % |
3 |
Calcolm
Cement India Limited |
INR |
409 |
69 |
966 |
1,444 |
245 |
1,266 |
228 |
116 |
228 |
- |
76.00% |
4 |
Alsthom
Industries Limited |
INR |
19 |
128 |
62 |
210 |
54 |
336 |
52 |
3 |
52 |
- |
100.00% |
5 |
DPVL
Ventures LLP (formerly known as TVS Shriram Growth Fund 1B LLP) |
INR |
178 |
0 |
0 |
178 |
178 |
|
6 |
2 |
4 |
|
100.00% |
6 |
Vinay
Cement Limited |
INR |
19 |
34 |
17 |
69 |
50 |
13 |
8 |
2 |
8 |
- |
97.21% |
7 |
RCL
Cements Limited |
INR |
4 |
31 |
1 |
36 |
31 |
0 |
3 |
- |
3 |
- |
100.00% |
8 |
SCL
Cement Limited |
INR |
3 |
(5) |
2 |
1 |
- |
0 |
(0) |
- |
(0) |
- |
100.00% |
9 |
Bangaru
Kamakshi Amman Agro Farms Private Limited |
INR |
0 |
10 |
6 |
17 |
- |
- |
(1) |
- |
(1) |
- |
100.00% |
10 |
Chandrasekara
Agro Farms Private Limited |
INR |
0 |
4 |
1 |
5 |
- |
- |
(0) |
- |
(0) |
- |
100.00% |
11 |
Cosmos
Cements Limited |
INR |
15 |
18 |
21 |
54 |
- |
- |
(2) |
- |
(2) |
- |
100.00% |
12 |
D.I.
Properties Limited |
INR |
1 |
2 |
1 |
4 |
- |
- |
(0) |
- |
(0) |
- |
100.00% |
13 |
Dalmia
Minerals & Properties Limited |
INR |
1 |
52 |
1 |
54 |
48 |
- |
(0) |
- |
(0) |
- |
100.00% |
14 |
Geetee
Estates Limited |
INR |
0 |
7 |
0 |
7 |
- |
- |
(0) |
- |
(0) |
- |
100.00% |
15 |
Golden
Hills Resort Private Limited |
INR |
1 |
(1) |
0 |
0 |
- |
- |
(0) |
- |
(0) |
- |
100.00% |
16 |
Hemshila
Properties Limited |
INR |
1 |
6 |
0 |
7 |
0 |
- |
(0) |
(0) |
(0) |
- |
100.00% |
17 |
Ishita
Properties Limited |
INR |
0 |
(1) |
2 |
1 |
- |
0 |
0 |
0 |
0 |
- |
100.00% |
18 |
Jayevijay
Agro Farms Private Limited |
INR |
0 |
9 |
8 |
18 |
- |
0 |
(1) |
- |
(1) |
- |
100.00% |
19 |
Rajputna Properties Private INR Limited |
13 |
(13) |
1 |
1 |
0 |
- |
(1) |
0 |
(1) |
- |
100.00% |
(Rs. in crore)
S.
No. |
Name of
the subsidiary company |
Reporting
currency |
Share
capital |
Reserves
& surplus |
Total
liabilities |
Total
assets |
Investments
Turnover |
Profit/
(loss)
before
taxation |
Provision
for
taxation |
Profit/
(loss)
after
taxation |
Proposed
dividend |
% of
shareholding |
20 |
Shri
Rangam Properties Limited |
INR |
1 |
9 |
0 |
11 |
- - |
0 |
0 |
0 |
- |
100.00% |
21 |
Sri
Madhusudana Mines & Properties Limited |
INR |
0 |
7 |
0 |
7 |
- - |
(0) |
- |
(0) |
- |
100.00% |
22 |
Sri
Shanamugha Mines & Minerals Limited |
INR |
1 |
8 |
0 |
9 |
- - |
0 |
0 |
0 |
- |
100.00% |
23 |
Sri
Subramanya Mines & Minerals Limited |
INR |
0 |
6 |
0 |
6 |
- - |
(0) |
- |
(0) |
- |
100.00% |
24 |
Sri
Swaminatha Mines & Minerals Limited |
INR |
0 |
3 |
0 |
4 |
- - |
(0) |
- |
(0) |
- |
100.00% |
25 |
Sri
Trivikrama Mines & Properties Limited |
INR |
0 |
6 |
0 |
7 |
- - |
(0) |
- |
(0) |
- |
100.00% |
26 |
Sutnga
Mines Private Limited |
INR |
2 |
1 |
0 |
3 |
2 - |
0 |
(0) |
0 |
- |
100.00% |
27 |
Hopco
Industries Limited |
INR |
0 |
(0) |
0 |
0 |
0 - |
(0) |
- |
(0) |
- |
100.00% |
28 |
Ascension
Mercantile Private Limited |
INR |
1 |
46 |
9 |
56 |
- - |
(14) |
- |
(14) |
- |
100.00% |
29 |
Ascension
Multiventures Private Limited |
INR |
1 |
17 |
2 |
20 |
0 - |
0 |
(1) |
1 |
- |
100.00% |
30 |
Dalmia
Bharat Green Vision Limited |
INR |
350 |
(4) |
373 |
719 |
- - |
(1) |
(0) |
(1) |
- |
100.00% |
Names of subsidiaries which are yet to commence operation: Nil
Names of subsidiaries which were liquidated or sold during the year
- Refer sub note (a) & (b) below
PART - B: ASSOCIATE AND JOINT VENTURES
Statement pursuant to section 129 (3) of the Companies Act, 2013
related to associate companies and joint ventures
(Rs. in crore)
S.
No. |
Name of
associate |
Latest
audited
Number of
Balance
shares
Sheet
Date |
Amount of
Investment in
associate * |
Networth
attributable
to
Shareholding as per latest audited Balance Sheet |
Extend
of
holding
% |
Profit/
(loss) for the year considered in consolidation |
Profit/
(loss) for the year not considered in consolidation |
Description
of how
there is significant influence |
Reason
why the associate is not consolidated |
1 |
Dalmia
Bharat Refractories Limited (consolidated) |
31-Mar-23
1,87,23,743 |
357 |
964 |
42.36% |
554 |
|
refer note
(c) |
Consolidated |
(Rs. in crore)
S.
No. |
Name of
joint ventures |
Latest
audited
Balance
Sheet
Date |
Number of
shares |
Amount of
Investment in joint venture # |
Networth
attributable
to
Shareholding as per latest audited Balance Sheet |
Extend
of
Holding
% |
Profit /
(loss) for the year considered in consolidation |
Profit/
(loss) for the year not considered in consolidation |
Description
of how there is significant influence |
Reason
why the joint venture is not consolidated |
1 |
Radhikapur (West) 31-Mar-23 Coal Mining Private Limited |
14,69,600 |
1 |
9 |
14.70% |
0 |
2 |
N. A. |
Consolidated |
2 |
Khappa Coal
Company Private Limited |
31-Mar-22 |
18,36,500 |
2 |
2 |
36.73% |
|
0 |
N. A. |
Investment
fully impaired |
* Refer note 5 (i) of the consolidated financial statement;
# Refer note 5 (ii) of the consolidated financial statement
Notes:
(a) (a) The Scheme of Amalgamation of Dalmia DSP Limited ('Dalmia
DSP')a wholly owned subsidiary of Dalmia Cement (Bharat) Limited ('DCBL'), with DCBL has
been approved by the National Company Law Tribunal, Kolkata and Chennai, by order(s) dated
February 15, 2022 and June 10, 2022, respectively. Upon filing of the said order(s) by the
respective companies with the Registrar of Companies and compliance with the other
conditions of the Scheme, same has become effective on July 1, 2022 and has been given
effect in the standalone financials of DCBL from the Appointed date, i.e., closing
business hours of March 31, 2020. Hence, Dalmia DSP is not included in the Annexure above.
(b) The Composite Scheme of Arrangement and Amalgamation for (a)
demerger of Paper and Solvent Extraction Undertakings of Murli Industries Limited ('MIL')
to Ascension Mercantile Private Limited and Ascension Multiventures Private Limited,
respectively, followed by (b) amalgamation of MIL having remaining business with DCBL has
been sanctioned by the National Company Law Tribunal, Mumbai and Chennai, by order(s)
dated May 5, 2022 and June 10, 2022, respectively. Upon filing of the said order(s) by the
respective companies with the Registrar of Companies and compliance with the other
conditions of the Scheme, same has become effective on July 1, 2022 and has been given
effect in the standalone financials of DCBL from the Appointed date, i.e., closing
business hours of March 31, 2020. Hence, MIL is not included in the Annexure above.
(c) There is significant influence due to percentage (%) of equity
share capital.
|
Puneet
Yadu Dalmia |
Gautam
Dalmia |
|
Managing
Director & CEO |
Managing
Director |
|
DIN:00022633 |
DIN:
00009758 |
|
Dharmender
Tuteja |
Rajeev
Kumar |
Place: New
Delhi |
Chief
Financial Officer |
Company
Secretary |
Date: April
25, 2023 |
Membership
No.: M10569 |
Membership
No.: F- 5297 |
Annexure - 2
Details pertaining to remuneration as required under Section 197(12) of
the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 for the financial year 2022-23.
Details of the ratio of remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2022-23 and the
percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2022-23 are as under:
Name of
the Director/KMP and Designation |
Remuneration
of Director/ KMP for the F.Y. 2022-23 Rs. crore |
Ratio of
remuneration of each Director to median remuneration of employees of the Company |
%
increase in the remuneration in the F.Y. 2022-23 |
Mr. P.K.
Khaitan
Chairman Non-Executive Independent |
0.48 |
4.57 |
1.97 |
Mr. YH.
Dalmia Non-Executive |
0.04 |
0.15 |
25.00 |
Mr.
Gautam Dalmia Managing Director |
20.64 |
84.68 |
1.42 |
Mr.
Puneet Yadu Dalmia Managing Director |
23.37 |
95.89 |
0.52 |
Mr. VS.
Jain
Non-Executive Independent |
0.34 |
1.40 |
21.79 |
Mrs.
Sudha Pillai Non-Executive Independent |
0.29 |
1.20 |
54.21 |
Dr.
Niddodi Subrao Rajan Non-Executive |
0.15 |
0.61 |
6.79 |
Dr.
Sanjeev Gemawat
Group General Counsel & Company Secretary* |
0.89 |
NA |
NA |
Mr.
Dharmender Tuteja# Chief Financial Officer |
- |
- |
- |
Mr.
Rajeev Kumar Company Secretary |
1.12 |
NA |
NA |
Note:
*till his resignation date of June 22, 2022.
# drew nil remuneration from the Company as he was drawing remuneration
from Dalmia Cement (Bharat) Limited. wholly owned subsidiary of the Company.
1. The median remuneration of employees of the Company during the
financial year 2022-23 is Rs.24,37,297/- (last year Rs.8,02,038/-)
2. Percentage increase in the median remuneration of employees in the
financial year is 203.89% (last year (-) 25.18%).
3. The number of permanent employees on the rolls of the Company at the
end of the financial year was 38.
4. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the financial year 2022-23 is 9.6%. The
remuneration to the Managing Directors have been approved by the shareholder. There is no
change in the rate of sitting fees or commission to the non-executive Directors.
5. It is hereby affirmed that the remuneration paid to Directors, Key
Managerial Personnel and senior management personnel is as per the Nomination &
Remuneration Policy of the Company.
ANNEXURE-2A
Statement of Pariculars of Employees pursuant to Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the
financial year 2022-23
s.
No. |
NAME |
AGE |
DESIGNATION |
QUALIFICATION |
EXPERIENCE
(IN YEARS) |
DATE OF
COMMENCEMENT OF EMPLOYMENT |
DATE OF
LEAVING |
NAME OF THE
COMPANY (LAST EMPLOYMENT) |
DESIGNATION
(LAST
EMPLOYMENT) |
REMUNERATION
(In Rs. Crore) |
A. |
Employed throughout the year |
|
|
|
|
|
|
|
1 |
MR.
PUNEETYADU DALMIA |
50 |
MANAGING
DIRECTOR |
B. TECH. AND
MBA |
26 YEARS |
31-10-2018 |
- |
DALMIA
CEMENT (BHARAT) LIMITED |
MANAGING
DIRECTOR |
23.37Rs. |
2 |
MR. GAUTAM
DALMIA |
55 |
MANAGING
DIRECTOR |
B.SC,
M.S.IN ELECTRICAL ENGINEERING, COLUMBIA UNIVERSITY |
31 YEARS |
31-10-2018 |
- |
DALMIA
CEMENT (BHARAT) LIMITED |
MANAGING
DIRECTOR |
20.63 |
3 |
MR. RAJIV
BANSAL |
50 |
SENIOR
EXECUTIVE DIRECTOR |
B.COM.
(HONS.), COST ACCOUNTANT (ICWA), CA (ACA) |
29 YEARS |
05-11-2020 |
- |
DXC
TECHNOLOGY |
CHIEF
FINANCIAL OFFICER |
18.99* |
4 |
DR. ARVIND
MADHUKAR BODHANKAR |
54 |
EXECUTIVE
DIRECTOR & CHIEF RISK OFFICER |
DOCTORATE IN
CLIMATE CHANGE AND MARKETING |
33 YEARS |
12-01-2022 |
|
ULTRATECH
CEMENT LIMITED |
JT.
EXECUTIVE PRESIDENT &CHIEF SUSTAINABILITY OFFICER |
0.88 |
5 |
MRS.ADITI
MITTAL |
37 |
ASST.
EXECUTIVE DIRECTOR |
B.COM, CA
& MBA |
17 Years |
15-10-2018 |
|
OBEROI
REALTY LIMITED |
EXECUTIVE
ASSISTANT TO MD, HEADIR, SALES & CRM HEAD. |
0.72 |
B. |
Employed for part of the Year |
|
|
|
|
|
|
|
1 |
MR. RAJIV
KUMAR CHOUBEY |
50 |
SENIOR
EXECUTIVE DIRECTOR |
LLB, CS,
LLM, PG Diploma in International Trade & Business Laws, PG Diploma in
Corporate Laws & Management |
28 YEARS |
01-09-2022 |
|
ACC&AMBUJA
CEMENT |
CHIEF LEGAL
OFFICER |
2.55 |
2 |
DR.
SANJEEVGEMAWAT |
53 |
EXECUTIVE
DIRECTOR |
B.
Com.(Hons), LL.B, LL.M,FCIS(UK), FCS, FCA, FCMA, DITL,(ICAI), PhD. |
29 YEARS |
01-01-2016 |
22-06-2022 |
DALMIA
CEMENT (BHARAT) LIMITED |
EXECUTIVE
DIRECTOR |
0.89 |
3 |
MRS. MADHURI
MEHTA |
44 |
EXECUTIVE
DIRECTOR |
POST
GRADUATE DIPLOMA IN MANAGEMENT - HUMAN RESOURCES |
22 YEARS |
29-05-2006 |
19-07-2022 |
BHARTI
AIRTEL LIMITED |
SENIOR
MANAGER- HR OPERATIONS |
0.79 |
4 |
MR. RAJEEV
KUMAR |
50 |
COMPANY
SECRETARY |
B COM &
COMPANY SECRETARY |
27 YEARS |
03-06-2022 |
|
KALPATARU
POWER
TRANSMISSION
LIMITED |
VICE
PRESIDENT (F&A) & COMPANY SECRETARY |
1.12 |
5 |
MR. VISHAL
BHARDWAJ |
52 |
DY.
EXECUTIVE DIRECTOR |
MSW, Diploma
in CSR |
23 YEARS |
01-11-2018 |
08-08-2022 |
SUN PHARMA |
VICE
PRESIDENT |
0.51 |
*Mr. Puneet Yadu Dalmia is son of Mr. Y.H. Dalmia accordingly both
Directors are related to each other.
# The remuneration includes perquisite value of shares alloted under
DBL ESOP scheme.
Notes:
1. None of the employees held 2% or more of the equity shares of the
Company by himself or alongwith his spouse and dependent children.
2. Mr. Gautam Dalmia and Mr. Puneet Yadu Dalmia have been appointed as
the Managing Director(s) of the Company for a period of five years.
Annexure - 3
ANNUAL REPORT ON CSR ACTIVITIES For the financial year ended March 31,
2023
1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY.
The vision of our company, Dalmia Bharat Limited ("Company")
is to unleash the potential of everyone we touch. As we seek to do that, we aim at
sustainable and inclusive growth, by making definitive triple bottom-line (social,
economic and environmental) impact. While we have always had a strong commitment to comply
with the law, we seldom hesitate to go beyond the limits laid under law and put in an
extra effort to achieve the status of a responsible corporate citizen in tune with the
Dalmia Group's values. Aiming at creating shared values for all stakeholders, we seek to
integrate corporate social responsibility ("CSR") into our businesses processes.
In compliance with the provisions of section 135 of the Companies Act,
2013 ("Act") including Schedule VII thereof, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014 ("Rules"), the Company shall undertake its
CSR
2. COMPOSITION OF THE CSR COMMITTEE.
activities, projects, programmes (either new or ongoing) in a manner
compliant with the Act and the Rules ("Projects").
Our approach towards CSR is based on our Company's core values, which
include fostering inclusive growth by sharing some of the wealth we create with the
society at large. CSR has always been and shall always be an integral and strategic part
of our business process. It is a vital constituent of our Company's commitment to
sustainability. True to the spirit of our vision, we strive to utilise the potential of
human and natural capital around us in a manner that facilitates social, economic and
environmental progress. The main objective of this Policy is to lay down guidelines for
the Company to make CSR a key business process for sustainable development of the society.
The Company aims to be a good corporate citizen by subscribing to the principles of
integrating its economic, environmental and social objectives, and effectively utilising
its own resources towards improving the quality of life and building capacities of the
local communities and society at large.
As per the Companies Act, 2013, the Company has constituted CSR
Committee consisting of following directors:
SI
No. |
Name of
Director |
DesignationfNature
of Directorship |
Number of
meetings of CSR Committee held during the year |
Number of
meetings of CSR Committee attended during the year |
i. |
Mrs.
Sudha Pillai |
Chairman,
Independent Director |
One |
One |
2. |
Mr. V. S.
Jain |
Independent
Director |
One |
One |
3. |
Mr. Y. H.
Dalmia |
Executive
Director, Member |
One |
One |
4. |
Mr.
Gautam Dalmia |
Non-Executive
Director, Member |
One |
One |
3. Provide the web-link where Composition of CSR committee, CSR
Policy and CSR projects approved by the board are disclosed on the website of the company.
https://www.dalmiacement.com/investor/dalmia-bharat-limited/
4. Provide the executive summary along with the web-link(s) of
Impact Assessment of CSR Project carried out in pursuance of sub- rule(3) of rule 8, if
applicable.
N.A.
5. (a) |
Average net
profit of the Company as per sub-section (5) of Section 135. |
Rs.48,41,26,667 |
(b) |
Two
percent of average net profit of the Company as per sub-section (5) of Section 135. |
Rs.96,82,533 |
(c) |
Surplus
arising out of the CSR Projects or programmes or activities of the previous financial
years. |
NIL |
(d) |
Amount
required to be set-off for the financial year, if any |
(Rs.19,32,427) |
(e) |
Total CSR
obligation for the financial year [(b)+(c)-d)] |
Rs.77,50,106 |
6. (a) |
Amount spent
on CSR Projects (both Ongoing Project and other than Ongoing Project) |
Rs.2,57,78,131/- |
(b) |
Amount spent
in Administrative Overheads |
Rs. NIL |
(c) |
Amount spent
on Impact Assessment, if applicable |
Rs. NIL |
(d) |
Total
amount spent for the Financial Year [(a)+(b)+(c)]. |
Rs.2,57,78,131/- |
(e) CSR amount spent or unspent for the Financial Year:
|
|
Amount
Unspent (in K) |
|
Total
Amount Spent for the Financial Year. (in K) |
Total
Amount transferred to Unspent Amount transferred to any fund specified under Schedule CSR
Account as per subsection (6) VII as per second proviso to sub-section (5) of section 135.
of section 135. |
|
|
Amount. Date
of transfer. Name of the Fund Amount. |
Date of
transfer. |
Rs.2,57,78,131/- |
NIL - NA
NA |
NA |
(f)
Excess amount for set-off, if any: |
Sl.
No. |
Particular |
|
Amount
(in K) |
(1) |
(2) |
|
(3) |
(i) |
Two
percent of average net profit of the company as per sub-section (5) of section 135 |
Rs.96,82,533/- |
(ii) |
Total
amount spent for the Financial Year |
Rs.2,57,78,131/- |
(iii) |
Excess
amount spent for the Financial Year [(ii)-(i) |
Rs.1,60,95,598/- |
(iv) |
Surplus arising out of the CSR projects or programmes or activities of the
previous Financial Years, if any |
0 |
(v) |
Amount available for set off in succeeding Financial Years [(iii)-(iv)] |
Rs.1,80,28,025/- |
7. Details of Unspent Corporate Social Responsibility amount for
the preceding three Financial Years: NIL
1 |
2 |
3 |
4 |
5 |
6 7 |
8 |
9 |
|
|
|
|
|
Amount |
|
|
Sl.
No. |
Preceding
Financial Year(s) |
Amount
transferred to Unspent CSR Account under subsection (6) of section 135 (in K) |
Balance
Amount in Unspent CSR Account under subsection (6) of section 135 (in K) |
Amount
Spent in the Financial Year (in K) |
transferred
to a Fund as specified under Schedule VII as per second proviso to subsection (5) of
section 135, |
Amount
remaining to be spent in succeeding Financial Years (in K) |
Deficie
ncy, if any |
|
|
|
|
|
if any |
|
|
|
|
|
|
|
Amount
Date of |
|
|
|
|
|
|
|
(in Rs.)
Transfer |
|
|
1 |
NIL |
|
|
|
|
|
|
2 |
NIL |
|
|
|
|
|
|
3 |
NIL |
|
|
|
|
|
|
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
Yes No. V
If Yes,
enter the number of Capital assets created/ acquired |
|
Furnish
the details relating to such asset(s) so created or acquired through Corporate Social
Responsibility amount spent in the Financial Year: NIL |
Short particulars of the
Sl. property or asset(s) [including in c?e o e
property or Date of creation
No. complete address and location
of the property] asset(s) |
Amount of
CSR amount spent |
Details
of entity/ Authority/ beneficiary of the registered owner |
CSR Name
Registered Registration address Number, if applicable |
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries).
9. Specify the reason(s), if the company has failed to spend two
per cent of the average net profit as per subsection (5) of section 135.
Annexure - 4
FORM NO MR 3
SECRETARIAL AUDIT REPORT For the Financial Year Ended 31.03.2023
(Pursuant to Section 204(1) of the Companies Act 2013, and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To
The Members,
Dalmia Bharat Limited
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Dalmia Bharat
Limited (herein after called the Company). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided to me digitally by the Company, its officers, agents and authorised
representatives during the conduct of Secretarial Audit, I hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended on
31.03.2023 complied with the statutory provisions listed here under and also that the
Company has proper Board - processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
I have examined the digital copies of books, papers, minute books,
forms and returns filed and other records maintained by the Company for the financial year
ended 31.03.2023 made available to me by email/online mode according to the provisions of:
(i) The Companies Act, 2013 (The Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('sCRARs.) and the
rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and the External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('sEBI ActRs.):-
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008; (Not
Applicable as the Company has not issued and listed any debt securities
during the financial year under review)
e) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; (Not Applicable as the Company is not registered as Registrar to an issue and
Share Transfer Agent during the financial year under review)
f) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;(Not Applicable as there was no reportable event during the
period under review) and
g) The Securities and Exchange Board of India (Buy Back of Securities)
Regulations, 2018;(Not Applicable as there was no reportable event during the period under
review)
h) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations,2015;
i) Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations,2021;
j) Securities and Exchange Board of India (Issue and Listing of Non-
Convertible and Redeemable Preference Shares) Regulations,2021; (Not Applicable as there
was no reportable event during the period under review)
(vi) And other applicable laws like Factories Act, 1948, Employees
State Insurance Act, 1948, Minimum Wages Act, 1948,The Payment of Gratuity Act, 1972,
Workmen Compensation Act, 1923 etc
We have also examined compliance with the applicable clauses of the
following:
(1) Secretarial Standards with regards to Meeting of Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of
India.
(2) Listing Agreement entered into by the Company with Bombay Stock
Exchange and National Stock Exchange.
During the period under review the Company has complied with the
provisions of the Act, rules, regulations, guidelines, standards etc. mentioned above;
I further report that:
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
I further report and certify, based on the certificate(s) provided by
individual Directors, that none of the Directors on the Board of the Company have been
barred or disqualified from being appointed or continuing as directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory authority.
Adequate Notice is given to all Directors to schedule the Board
meetings and Committee meetings, Agenda and detailed notes on Agenda were sent at least
seven days in advance and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation
at the meeting. There have been two board meetings and one stakeholder relationship
committee meeting called at a shorter notice for which the mandatory provisions as per the
Act and Secretarial Standards as applicable as on date were adhered to. There have been
two resolutions by circulation passed by the Board for which also the mandatory provisions
as per The Act and Secretarial Standards were adhered to. All decisions were passed with
requisite majority.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliances with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company has managed
to continue normal business activities and conduct regular Committee meetings, Board
meetings and Annual General meeting through video conferencing thereby complying with all
statutory and procedural requirements, filing of ROC forms and maintenance of all relevant
and required documents to the extent possible under the circumstances.
I report that the following are the significant events that happened
during FY 2022 - 2023.
1. Resignation of Dr. Sanjeev Gemawat, Group General Counsel and
Company Secretary.
2. Appointment of Shri. Rajeev Kumar as Company Secretary.
3. Issue and allotment of 1,11,688 equity shares of Rs.2 each on
exercise of stock options by the employees under Stock Option Plan of the Company.
Place:
Angarai |
R.Venkatasubramanian
Practising Company Secretary ACS No. 3673; CP No. 3893 |
Date: 26.05.2023 |
UDIN:
A003673E000393568 |
This report is to be read with my letter of even date which is annexed
as Annexure-A and forms an integral part of this report.
To
The Members
Dalmia Cement (Bharat) Limited
My report of even date is to be read along with this letter:
1. Maintenance of secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed, provide a reasonable basis for my opinion.
ANNEXURE- A
3. I have not verified the correctness and appropriateness of financial
records and book of accounts of the Company.
4. Where ever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the company nor the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Place:
Angarai |
R.Venkatasubramanian
Practising Company Secretary ACS No. 3673; CP No. 3893 |
Date: 26.05.2023 |
UDIN:
A003673E000393568 |