ocl india limited - bombay stock · pdf fileocl india limited regd ... to declare dividend at...

OCL INDIA LIMITEDRegd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha State

Tel. No.: (06624)221212, 220121Corporate Office: 17th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi-110001

Tel. No.:(91-11) 4363-1200 Fax: (91-11) 2373- 1333Website: www.ocl.in/www.oclindialtd.in,

CIN No.: L26942OR1949PLC000185, E-mail: [email protected]

NOTICE

Notice is hereby given that Sixty Fifth Annual General Meeting of the Company will be held at the Company’s Rest House at Rajgangpur - 770017 (District Sundargarh, Odisha State) on Friday, the 18th day of September, 2015 at 3.30 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the (a) Standalone Financial Statements for the Financial Year ended March 31, 2015 and the Reports of the Auditors’ and the Board of Directors’ thereon; and (b) Consolidated Financial Statements for the Financial Year ended March 31, 2015 and the Report of the Auditors’ thereon.

2. To declare dividend at the rate of ` 4/- (200%) per paid up equity share.

3. To appoint a Director in place of Shri Gaurav Dalmia who is retiring by rotation and being eligible offers himself for re-appointment.

4. To ratify the appointment of Auditors and fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT the appointment of M/s. V. Sankar Aiyar & Co., Chartered Accountants,(Firm registration No.109208W) New Delhi, as Statutory Auditors, made at 64th Annual General Meeting for a period of three years till conclusion of Annual General Meeting to be held in the year 2017, be and is hereby ratified for the Financial Year 2015-16 at such remuneration as may be mutually agreed between by the Board of Directors of the Company and the Statutory Auditors.”

SPECIAL BUSINESS:

5. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Shri P. K Khaitan (Din No.:00004821), Chairman of the Company, who was a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years with effect from August 8, 2015 to August 07, 2020 as not liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Smt. Sudha Pillai, an Additional Director in the Independent Category, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years with effect from March 31, 2015 to March 30, 2020 as not liable to retire by rotation.”

7. To consider and if thought fit to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 196, 197, 203 and Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Puneet Yadu Dalmia, Managing Director of Dalmia Cement (Bharat) Limited, be and is hereby appointed as the Managing Director of the Company for a period of five years with effect from April 01, 2015 till March 31, 2020 as not liable to retire by rotation.

RESOLVED FURTHER THAT Shri Puneet Yadu Dalmia be paid the salary and perquisites during the period of his office as the Managing Director as stated hereinafter and subject to the condition that the total remuneration drawn by him from the Company and Dalmia Cement (Bharat) Limited does not exceed the higher maximum limit admissible from any one of the companies in terms of Schedule-V of the Companies Act, 2013.

A) SALARY

Basic salary of ` 20,00,000/-(Rupees Twenty Lacs only) per month plus such increments, from time to time, as may be sanctioned by the Nomination and Remuneration Committee and the Board of Directors.

B) COMMISSION

Managing Director shall be paid such amount of commission as may be decided by the Nomination and Remuneration Committee and the Board of Directors, subject to applicable ceiling/s under the Companies Act, 2013 including any statutory modifications/amendments made therein from time to time or re-enactment thereof, keeping in view short and long term performance objectives appropriate to the working of the Company and its goals.

C) PERQUISITES

i) Gas, Electricity, Water and Furnishings Expenses on gas, electricity, water at actuals and furnishings, if any, to be valued as per Income-Tax Rules,

1962, as amended from time to time or any re-enactment thereof

ii) Part Time Assistant The salary of a Part Time Assistant engaged by him at his residential office shall be reimbursed to him not

exceeding ̀ 11,000/- per month plus such increase, from time to time, as may be sanctioned by the Nomination and Remuneration Committee and the Board of Directors.

iii) Medical Reimbursement

Actual medical expenses for self and family.

iv) Leave Travel Assistance

Leave travel assistance for himself and his family in accordance with the rules of the Company.

v) Club Fees

Fees of clubs, subject to maximum of two clubs.

Fees in respect of a Professional Body/Association of which the Managing Director is a member shall be reimbursed at actuals or paid directly by the Company.

vi) Personal Accident Insurance

Coverage under the Group Personal Accident Insurance Policy taken by the Company and the value shall be determined as per rules of the Company.

vii) Company’s contribution towards Provident fund & Superannuation Fund and Gratuity

Company’s contribution towards Provident Fund, Superannuation Fund and Gratuity shall be as per rules of the Company.

Provident Fund, Superannuation Fund and Gratuity will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 as amended from time to time or any re-enactment thereof.

viii) Car & Telephone

The Company shall provide two cars for business purposes and shall reimburse or pay directly the expenditure on fuel (petrol/diesel), maintenance, insurance, repairs and salaries of two drivers. The Company shall also provide telephone to the Managing Director. However, provision of these facilities will be subject to taxes as per prevailing Income Tax Rules as amended from time to time or any re-enactment thereof.

D) MINIMUM REMUNERATION

In the event of absence or inadequacy of profits of the Company in any financial year, during the tenure of his appointment, the Managing Director shall be paid Salary and Perquisites as specified above as minimum remuneration subject to the necessary sanctions of the Shareholders/Central Government, if necessary.

RESOLVED FURTHER THAT any increments to the remuneration of Shri Puneet Yadu Dalmia and any inter se change within the overall remuneration shall be subject to the approval of the Nomination and Remuneration Committee and the Board of Directors of the Company.”


“RESOLVED THAT pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013, if any and the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Mahendra Singhi (Din No.: 00243835), an Additional Director, be and is hereby appointed as a Director of the Company not liable to retire by rotation.”


“RESOLVED THAT pursuant to Sections 196, 197, 203 and Schedule V and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Mahendra Singhi be and is hereby appointed as the Chief Executive Officer and the Whole Time Director of the Company in the category of Key Managerial Personnel without any remuneration for a period of four years with effect from April 01, 2015 to March 31, 2019 as not liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 149,152 and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Amandeep (Din No.: 00226905), an Additional Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

11. To consider and if thought fit to pass with or without modification(s) the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to Sections 152, 196, 197 and Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Amandeep, Chief Executive Officer – Cement Division, be and is hereby appointed as Whole Time Director and Chief Executive Officer – Cement Division for a period of five years with effect from April 01, 2015 to March 31, 2020 as liable to retire by rotation.

RESOLVED FURTHER THAT Shri Amandeep be paid the salary and perquisites during the period of his office as the Whole Time Director as stated hereinafter within the limits specified in Schedule V of the Companies Act, 2013:

I. Remuneration

Subject to the ceiling limits laid down in Section 197 of the Companies Act, 2013, remuneration by way of Salary and perquisites permissible to the Whole Time Director shall be as under:

Salary

Basic: 5,15,000/- per month

Variable Pay: Variable pay shall be payable as per the Nomination and Remuneration Policy as may be decided by the Nomination and Remuneration Committee provided however that such variable pay will not exceed the limits laid down in the Policy.

Allowances: Allowances aggregating to ` 6,45,678/- (Rupees Six Lac, Forty Five Thousand, Six Hundred Seventy Eight only) per month.

All above components put together shall hereinafter be termed as ‘Salary’.

Annual Increments

The annual increments to the Salary based on performance shall fall due on 1st day of April each year and shall be such amount as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

Perquisites

Perquisites such as HRA, Part Time Assistant, Leave Travel Concession, Club Fees, Personal Accident Insurance, Car and related expenses, Leave, Encashment of Leave and other facilities/benefits, will be as per Company’s Rules/Policy.

Medical Reimbursement: ` 15,000/- per annum.

Provident Fund and Gratuity: Company’s contribution to Provident Fund and Gratuity in accordance with the Rules of the Company. These will not be included in the computation of the ceiling on Remuneration.

II. Minimum Remuneration

In the event of loss or inadequacy of profits in any financial year, the remuneration as aforesaid shall continue to be paid to the Whole Time Director as minimum remuneration provided, however, that where such loss or inadequacy of profits fall in a financial year subsequent to the year of initial appointment, the Salary and perquisites shall stand increased by the amount of increments sanctioned by the Nomination and Remuneration Committee/Board of Directors to the Whole Time Director and such higher amount shall be deemed to be the minimum remuneration payable to him.

RESOLVED FURTHER THAT any increments to the remuneration of Shri Amandeep and any inter se change within the overall remuneration shall be subject to the approval of the Nomination and Remuneration Committee and the Board of Directors of the Company.


“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Gautam Dalmia (Din No.: 00009758), an Additional Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Appointment and Qualification of Directors) Rules, 2014, Shri Jayesh Doshi (Din No.: 00017963), an Additional Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

14. To consider and if thought it, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013, if any, and the Companies (Audit and Auditors) Rules, 2014, M/s R. J. Goel & Co., the Cost Auditors, appointed by the Board of Directors of the Company to conduct the audit of the cost records related to cement business of the Company for the Financial Year ending March 31, 2016 at ̀1,00,000/- plus service tax, travel and other out-of-pocket expenses incurred for the purpose of cost audit be and is hereby ratified & approved.

FURTHER RESOLVED THAT any one of the Directors or Company Secretary of the Company be and are hereby authorized to do all necessary acts deeds and things, which may be usual, expedient or proper to give effect to the above resolution.”

By Order of the Board of Directors

for OCL INDIA LIMITED

Place: New Delhi (Rachna Goria)

Dated: July 27, 2015 GM (Legal) & Company Secretary

Notes:

1. A Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than forty-eight hours before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority/Power of Attorney, as applicable. A person can act as proxy on behalf of not more than 50 Members holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other Member.

2. Members/proxies should fill in the attendance slip for attending the meeting.

3. The Register of Members will remain closed from September 12, 2015 to September 18, 2015 (both days inclusive).

4. C B Management Services (P) Limited, P-22 Bondel Road, Kolkata - 700 019 are the Registrars & Share Transfer Agents (“RTA”) of the Company to handle share transfers, both in physical and electronic segments, and other shares related matters. The shareholders are requested to correspond with the RTA at the above address.

5. Pursuant to Companies Act, 2013 and Rules made there under, Members holding shares in physical mode/electronic mode are requested to please register their e-mail address and changes therein from time to time with the Company/the RTA at www.cbmsl.com/green.php and/or with the concerned depository participant and also to mention their e-mail address in all correspondence with the Company so as to expedite the response and also to enable the Company send the notices of Annual General Meeting, Annual Reports and other communications/documents electronically through e-mail.

6. The Shareholders, who are still holding shares in physical form are requested to take immediate action to demat their shares to avail easy liquidity.

7. In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rules framed there under, and the revised Clause 35B of the Listing Agreement, the members are provided with the facility to cast their vote electronically through the remote e-voting services provided by NSDL, on all resolutions set forth in this Notice.

8. The cut-off date for determining the members who are entitled to vote either through remote e-voting or through ballot paper at the Annual General Meeting is September 11, 2015. A person, whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the depositories as on cut-off date shall only be entitled to vote through remote e-voting/voting on poll through ballot paper.

9. The remote e-voting period commences on Tuesday, September 15, 2015 (9.00 a.m. IST) and ends on Thursday, September 17, 2015 (5.00 p.m. IST). The remote e-voting shall be disabled by NSDL thereafter. Once the vote on a resolution is cast a Member, he shall not be allowed to change it subsequently.

10. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on cut-off date, i.e., September 11, 2015.

11. At the Annual General Meeting, the Chairman shall after discussion on the proposed resolutions conduct Poll and allow voting with the assistance of Scrutinizer by ballot paper by all the members present who have not casted their votes through remote e-voting facility.

12. Mr. Mohan Ram Goenka, Partner, MR & Associates, Company Secretaries, has been appointed as the Scrutinizer to scrutinize the votes cast by the members through remote e-voting as well as physical ballot at the venue of the forthcoming Annual General Meeting in a fair and transparent manner.

13. Electronic copy of this Notice of Annual General Meeting alongwith detailed process, instructions and manner of e-voting and the Annual Report for 2014-15 is being sent to all members whose e-mail IDs are registered with the Company/Depository Participant. For members who have not registered their e-mail address, physical copies of the Notice and Annual Report is being sent.

14. In terms of the Companies Act, 2013, relevant rules and Secretarial Standards, all relevant documents/papers, as are referred in this Notice, are open for inspection at the Registered Office/Corporate Office of the Company on all working days, except holidays, between 11.00 A.M. to 1.00 P.M. upto the date of Annual General Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND INFORMATION IN TERMS OF CLAUSE NO. 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE

Item No. 3

Shri Gaurav Dalmia holds a bachelors degree in computer science from Salford University, UK and MBA with Beta Gamma Sigma honors (top 5% class) from Columbia University, USA. He has been associated with our Company with respect to its cement business for around two and half decades.

His Directorships and Committee Membership in other Companies are as follows:

S.No Directorship in other companies Membership in committees

1 Landmark Land Holdings Pvt. Ltd. N.A

2 India Value Fund Advisors Pvt. Ltd. N.A

3 Ansal Landmark Townships Pvt. Ltd. N.A

4 IVF Advisors Pvt. Ltd. N.A

5 Landmark Property Development Co. Ltd. Member – Stakeholders Relationship CommitteeMember – Audit Committee

6 Bajaj Corp Limited Chairman – Audit CommitteeChairman – Nomination & Remuneration Committee

7 National Synthetics Ltd. N.A

8 Aayush Manufacturers & Financers Pvt. Ltd. N.A

9 Khaitan Udyog Pvt. Ltd. N.A

10 Samhi Hotels Pvt. Ltd. N.A

11 Raymond Apparel Limited N.A

12 Jagannath Abasan Pvt. Ltd. N.A

13 Ansal Landmark (Karnal) Township Pvt. Ltd. N.A

14 Sandhar Technologies Ltd. Member – Audit Committee

15 Riteshwari Trading & Investments Pvt. Ltd. N.A

16 Achintiya Trading Pvt. Ltd. N.A

17 Confirm Developers Consultants Pvt Ltd. N.A

18 Shivshakti Communication & Investment Pvt. Ltd.

N.A

19 Pro Minerals Pvt Ltd. N.A

Shri Gauarv Dalmia does not hold any shares of the Company.

He has furnished requisite declaration in Form DIR 8 that he is not disqualified from being reappointed as the Director of the Company.

The declaration by Shri Gaurav Dalmia is available for inspection by members.

Item No. 5

Shri Pradip Kumar Khaitan, aged 74 years, who had been on the Board of the Company since January 15, 1968, was appointed as an Independent Director by the Board of Directors at its Meeting held on July 27, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, for a period of five years with effect from August 08, 2015 to August 07, 2020. He had given the requisite declaration of meeting the criteria of independence and confirmation of his availability to be appointed as an Independent Director in terms of Clause 49 of the Listing Agreement. In the opinion of the Board he fulfilled the conditions for appointment as an Independent Director.

Shri P. K. Khaitan is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished requisite declaration in Form DIR 8. The Company has received a notice in writing from him along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Shri P. K. Khaitan for the office of Independent Director of the Company.

The said declaration and notice are available for inspection of members.

Shri P. K. Khaitan is a renowned lawyer and a senior Partner in M/s Khaitan & Co. LLP, Kolkata. He has varied and rich experience of several years in commercial and corporate laws, tax laws, arbitration, foreign collaboration, merger and acquisitions and restructuring and demergers besides sharp acumen in other business activities. He is a Director on the Board of several renowned and reputed companies and also Trustee of reputed educational and charitable institutions.

His directorships and committee memberships in the other companies are as follows:

S.No. Directorships in other Companies Memberships in Committees1. CESC Limited Member – Nomination & Remuneration Committee2. Dalmia Bharat Limited Member – Audit Committee

Chairman – Nomination & Remuneration Committee3. Dhunseri Petrochem Limited Member – Nomination & Remuneration Committee4. Electrosteel Casting Limited Member – Nomination & Remuneration Committee

Member – Audit Committee5. Emami Limited N.A6. Firstsource Solution Limited N.A7. Graphite India Limited Member – Stakeholders Relationship Committee

Chairman – Nomination & Remuneration Committee8. India Glycols Limited Member – Audit Committee

Member- Nomination & Remuneration Committee9. Woodlands Multispeciality Hospital Limited N.A

Shri P. K. Khaitan does not hold any shares of the Company.

Except Shri P. K. Khaitan, being the appointee, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

In accordance with the provisions of Sections 149, 152 and read with Schedule IV to the Act, appointment of Independent Director requires approval of members. Accordingly, the Board recommends the Resolution at item no. 5 for the approval by the members as an Ordinary Resolution.

Item No. 6

Smt. Sudha Pillai, aged 65 years, was appointed as an Additional Director in the Independent Category by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, for a period of five years with effect from March 31, 2015 to March 30, 2020. As an Additional Director, her term of office expires at the Annual General Meeting. She had given her consent to act as a Director and the declaration of meeting the criteria of independence. In the opinion of the Board she fulfilled the conditions for appointment as an Independent Director.

Smt. Sudha Pillai is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. She has furnished requisite declaration in Form DIR 8. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Smt. Sudha Pillai for the office of Director of the Company.


Smt. Pillai is the retired IAS Officer of 1972 Batch. She retired as the Member Secretary, Planning Commission. She had served on various Government Departments at various high positions and she had been instrumental in various Government policy formulations. She holds Master’s Degree in Psychology from Punjab University and Master’s Degree in Public Administration, Kennedy School of Government, Harvard University, USA.

Her Directorships and Committee Membership in other Companies are as follows:

S. No. Directorship in other companies Membership in committees

1 Dalmia Bharat Limited NA2 Dalmia Bharat (Cement) Limited NA3 Fullerton India Credit Company Limited NA

S. No. Directorship in other companies Membership in committees

4 International Travel House Limited Member- Nomination & Remuneration CommitteeMember- Audit Committee

5 Jubilant Life Sciences Limited Chairman – Nomination, Remuneration & Compensation CommitteeMember – Audit Committee

Smt. Sudha Pillai does not hold any shares of the Company.

Except Smt. Pillai, being the appointee, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

In accordance with the provisions of Sections 149, 152 and read with Schedule IV to the Act, appointment of Independent Director requires approval of members. Accordingly, the Board recommends the Resolution at item no. 6 for the approval by the members as an Ordinary Resolution.

Item No. 7

Shri Puneet Yadu Dalmia, aged 42 years, was appointed as Managing Director by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, for a period of five years with effect from April 01, 2015 to March 31, 2020. He had given his consent to act as a Managing Director.

Shri Puneet Yadu Dalmia is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished requisite declaration in Form DIR 8.

The said declaration is available for inspection of members.

Shri Puneet Yadu Dalmia, holds a B. Tech. degree from the Indian Institute of Technology, Delhi and is gold medalist from the Indian Institute of Management, Bangalore in strategy and marketing. He has 18 years of experience in the industry having started his career as the co-founder and chairman of one of the most profitable e-recruitment websites in India, JobAhead.com, which was later acquired by monster.com, a Nasdaq listed multinational company. Shri Puneet Yadu Dalmia conceptualized the growth strategy and governance architecture for the Company to focus on its core businesses and is spearheading the growth plans for the Group.


S. No Directorship in other companies Membership in committees1 Zipahead.Com Private Limited N.A2 Rama Investment Co Pvt Limited N.A3 Ankita Pratisthan Limited N.A4 Dalmia Cement (Bharat) Limited N.A5 Dalmia Bharat Limited

(Formerly Dalmia Bharat Enterprises Limited)N.A

6 TVS Capital Funds Limited(Formerly TVS Investments Ltd)

N.A

7 International Foundation for Research and Education N.A

Shri Puneet Yadu Dalmia does not hold any shares of the Company.

In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V to the Act, appointment of Managing Director and remuneration payable requires approval of members by way of Special Resolution. Accordingly, the Board recommends the Resolutions at item no. 7 for the approval by the members as a Special Resolution.

The information in compliance with Schedule V of the Companies Act, 2013 is as below:

The Remuneration payable to Shri Puneet Yadu Dalmia as a Managing Director has been approved by a Resolution passed by the Nomination and Remuneration Committee and by the Board.

The Company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon.

I. General Information

1) Nature of Industry: Manufacturing Cement and Refractories.

2) Date of commencement of commercial production: February 10, 1950.

3) Financial Performance:

(` in Crores)2012-13 2013-14 2014-15

Revenue 1817.29 1841.28 2214.92Profit before tax 226.44 133.08 161.02Net Profit 156.39 97.88 113.69

(4) Foreign investments or collaborations, if any Foreign Investment:

Investment in OCL Global Limited, a Mauritius based wholly owned subsidiary company as on March 31, 2015

- Fully paid up preference shares: ` 13.30 Crore

- Fully paid up equity shares: ` 41.45 Crore

Foreign Collaboration:

Technology License Agreement with TYK Corporation, Japan for Slide Gate Mechanism.

Non-resident shareholders including the Foreign Institutional Investors presently hold 7,14,784 shares in the Company.

II. Information about the appointee:

1) Background details: As given above at para 3 of this Explanatory Statement.

2) Past remuneration: During 2014-15, Shri Puneet Yadu Dalmia received ` 2.28 Crore as Managing Director of Dalmia Cement (Bharat) Limited.

3) Recognition or awards: Gold Medal from Indian Institute of Management, Bangalore.

4) Job profile and his suitability: As a Managing Director, Shri Puneet Yadu Dalmia is responsible for the whole of the affairs of the Company.

Shri Puneet Yadu Dalmia is in the Cement industry for about 18 Years. He is the Managing Director of Dalmia Cement (Bharat) Limited since 09.02.2011. Dalmia Cement (Bharat) Limited holds 74.66% paid up share capital of the Company. Under his stewardship, cement capacity of the Dalmia Group has increased from 14.5 to 23.9 in a short span of 6 years. He is most suitable for taking up the position of Managing Director of the Company from the point of view of building further capacities in the cement space. The Company will be benefitted from his experience and long sightedness.

5) Remuneration proposed:

Remuneration, as approved by the Nomination and Remuneration Committee and by the Board is detailed in the Special Resolution proposed at item no. 7.

6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:

(` in Crores)

Name of Company Turnover Profit After Tax Remuneration of MD Yrs. Of experience

OCL India Limited 2214.92 113.69 2.40 18

J. K. Cement Limited

3348.59 156.92 7.28 40

Birla Corporation Limited

3365.83 175.44 2.86 33

(7) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any:

Shri Puneet Yadu Dalmia has no pecuniary relationship with the Company or with any other managerial personnel, except the proposed remuneration.

(III) Other information

1) Reasons of loss or inadequate profits: Till Financial Year 2014-15 there has been no loss or inadequacy of profits.

2) Steps taken or proposed to be taken for improvement: Not Applicable.

3) Expected increase in productivity and profits in measurable terms: Not Applicable.

Save as except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

Item No. 8 & 9

Shri Mahendra Singhi, aged 62 years, was appointed as an Additional Director and Chief Executive Officer and Whole Time Director in the category of Key Managerial Personnel, by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, for a period of four years with effect from April 01, 2015 to March 31, 2019. As an Additional Director, his term of office expires at the Annual General Meeting. He had given his consent to act as a Director and as a Chief Executive Officer and Whole Time Director.

Shri Mahendra Singhi is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished declaration in Form DIR 8. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Shri Mahendra Singhi for the office of Director of the Company.


A prominent figure in the Indian manufacturing industry, Mahendra Singhi is Group Chief Executive Officer & Whole Time Director of Dalmia Cement (Bharat) Limited. Over the last 36 years, Shri Mahendra Singhi has played a prominent role in the growth and development of the Country’s Cement sector. Beginning in 1977-78 with Maiher Cement (a unit of the Century Spinning & Engineering Company Limited), he has held leadership positions with major cement companies: Shree Digvijay Cement, Rajashree Cement, and Shree Cement, in various capacities. He led Shree Cement as President from 1995 to 2002 and then as Executive Director till 2013 when he joined Dalmia Cement Bharat Limited as Group Chief Executive Officer & Whole Time Director before his present appointment.


S.No. Directorship in other companies Membership in committees1 Dalmia Cement (Bharat) Limited N.A.

Shri Mahendra Singhi holds 5000 shares of the Company in his name.

In accordance with the provisions of Sections 149, 152, 196 and 203 read with Schedule V to the Act, appointment of Director and Chief Executive Director and Whole Time Director requires approval of members. Accordingly, the Board recommends the Resolutions at item nos. 8 and 9 for the approval by the members as Ordinary Resolutions.

Item No. 10 and 11

Shri Amandeep, aged 46 years, was appointed as Additional Director and Whole Time Director by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, for a period of five years with effect from April 01, 2015 to March 31, 2020. As an Additional Director, his term of office expires at the Annual General Meeting. He had given his consent to act as a Whole Time Director.

Shri Amandeep is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished declaration in Form DIR 8. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Shri Amandeep for the office of Director of the Company.


Shri Amandeep is a senior professional with more than two decades in various positions spanning the academic and corporate domains. He holds a degree in mechanical engineering, Masters in Industrial Engineering and a post graduate diploma in training & development. Shri Amandeep is key counselor and partner for the 76 year old Indian corporation active in core sectors of cement, sugar, refractories and power.

Previous appointments include tenure with reputed Indian and multinational companies like Ballarpur Industries, Bausch & Lomb; and as faculty at the Thapar Institute of Engineering & Technology. In 2006, Shri Amandeep joined Dalmia Bharat Group as head of HR, when the Group was contemplating a rapid growth journey. He partnered with Managing Director and Leadership team to grow the Group from 600 Crore turnover to 6000 crore turnover in 6 years. On the way he did various roles including head of Corporate Affairs.


S.No. Directorship in other companies Membership in committees1 Versatile HR Solutions Private Limited N.A2 Daffodil Software Limited N.A3 Dalmia Cement East Limited N.A

He does not hold any shares of the Company.

In accordance with the provisions of Sections 196, 197 and 203 read with Schedule V to the Act, appointment of Whole Time Director and remuneration payable requires approval of members by way of Special Resolution. Accordingly, the Board recommends the Resolutions at item nos. 10 and 11 for the approval by the members as a Special Resolution.

The information in compliance with Schedule V of the Companies Act, 2013 is as below:

The Remuneration payable to Shri Amandeep as a Whole Time Director has been approved by a Resolution passed by the Nomination and Remuneration Committee and by the Board.

The Company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon.

I. General Information – Same as given in the Explanatory Statement related to item no. 7.

II. Information about the appointee:

1) Background details: As given above at para 3 of this Explanatory Statement.

2) Past remuneration: During 2014-15, Shri Amandeep received ` 1.14 Crore as Joint Chief Executive Officer (Cement Division) of OCL India Limited.

3) Recognition or awards: None.

4) Job profile and his suitability: As a Whole Time Director, Shri Amandeep is responsible for managing all the day to day affairs of the Company related specifically to the Cement Division of the Company. Shri Amandeep being already associated with the Company as Joint Chief Executive Officer (Cement Division) for last 3 years is best suited for the position. In his current role he is leading the team on the transformation journey from a conservative well managed & satisfied company to an aggressive growth oriented company.

5) Remuneration proposed: Remuneration, as approved by the Nomination and Remuneration Committee and by the Board is detailed in the Special Resolution proposed at item no. 13.

6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:

(` in Crores)Name of Company Turnover Profit After Tax Remuneration of WTD Yrs. Of experienceOCL India Limited 2214.92 113.69 1.40 20Birla Corporation Limited 3365.83 175.44 0.5 35Dalmia Cement (Bharat) Limited

2376.12 68.12 74.40 29

7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

Shri Amandeep has no pecuniary relationship with the Company or with any other managerial personnel, except the proposed remuneration.

(III) Other information

1) Reasons of loss or inadequate profits: Till Financial Year 2014-15 there was no loss or inadequacy of profits.

2) Steps taken or proposed to be taken for improvement: Not Applicable.

3) Expected increase in productivity and profits in measurable terms: Not Applicable.

Save as except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Item No. 12

Shri Gautam Dalmia, aged 47 years, was appointed as an Additional Director by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, with effect from April 01, 2015. As an Additional Director, his term of office expires at the Annual General Meeting. He had given his consent to act as a Director.

Shri Gautam Dalmia is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished requisite declaration in Form DIR 8. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Shri Gautam Dalmia for the office of Director of the Company.


Shri Gautam Dalmia, holds B.S. and M.S. degrees in electrical engineering from Columbia University. He has 15 years of experience in the cement and sugar industries. He was part of the team that led the diversification of Dalmia Bharat Group into sugar business in 1994. He was personally responsible for implementing a new strategy to turnaround the sugar business of the Group. He has led the effort to design and implement the integrated sugar, ethanol and cogeneration business. He is directly responsible for managing the sugar business of the Group and is leading all operations and executions of cement projects besides providing leadership to the commercial functions for the Group.

His directorships and committee memberships in the other companies are as follows:S. No Directorship in other companies Membership in committees1 Kavita Trading and Investment Co. Pvt. Ltd. N.A2 Rama Investment Co. Pvt. Ltd. N.A3 Sita Investments Co. Ltd. N.A4 Mobius Knowledge Services Pvt. Ltd. N.A5 Dalmia Bharat Sugar and Industries Ltd. Member- Stakeholders Relationship

Committee6 Dalmia Bharat Limited

(Fomerly Dalmia Bharat Enterprises Ltd.)Member - Stakeholder Relationship Committee

7 Dalmia Cement (Bharat) Limited N.A8 Mobius365 Data Services Pvt. Ltd. N.A

Shri Gautam Dalmia holds 1,10,541 shares of the Company as Karta of Gautam Dalmia HUF and 20,708 shares of the Company as trustee of Sumana Trust.

Except Shri Gautam Dalmia, being the appointee, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

In accordance with the provisions of Sections 149 and 152 the Companies Act, 2013, appointment of Director requires approval of members. Accordingly, the Board recommends the Resolution at item no. 12 for the approval by the members as an Ordinary Resolution.

Item No. 13

Shri Jayesh Doshi, aged 50 years, was appointed as an Additional Director by the Board of Directors at its Meeting held on March 31, 2015, on recommendation of Nomination and Remuneration Committee and subject to the approval of Shareholders, with effect from April 01, 2015. As an Additional Director, his term of office expires at the Annual General Meeting. He had given his consent to act as a Director.

Shri Jayesh Doshi is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. He has furnished declaration in Form DIR 8. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing the candidature of Shri Jayesh Doshi for the office of Director of the Company.


Shri Jayesh Doshi is a Chartered Accountant and a Law Graduate from Bombay University. He has around 28 years of experience of Corporate and Structured Finance, Merger & Acquisition and Investments in divergent industries such as cement, shipping, offshore oil services, real estate, hospitality and pharma.

His directorships and committee memberships in the other companies are as follows:S. No. Directorship in other companies Membership in committees1 Ishita Properties Limited N.A2 Adhunik Cement Limited Member – Nomination and Remuneration Committee3 Shri Rangam Securities & Holdings Limited N.A4 Dalmia Bharat Cements Holding Limited N.A5 Vinimay Developers Private Limited N.A6 DCB Power Ventures Limited N.A7 Dalmia Power Limited N.A8 Glow Homes Technologies Private Limited N.A9 Dalmia Bharat Limited N.A

Shri Jayesh Doshi does not hold any shares of the Company.

Except Shri Jayesh Doshi, being the appointee, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

In accordance with the provisions of Sections 149 and 152 the Companies Act, 2013, appointment of Director requires approval of members. Accordingly, the Board recommends the Resolution at item no. 13 for the approval by the members as an Ordinary Resolution.

Item No. 14

The Board, on the recommendation of the Audit Committee, has approved the appointment of the Cost Auditors M/s R. J. Goel & Co., Cost Accountants, 31, Community Centre, Ashok Vihar, Phase-I, Delhi – 110052, to conduct the audit of the cost accounts relating to “Cement” maintained by the Company for the Financial Year ending March 31, 2016 and have fixed their remuneration, subject to the ratification of the shareholders, at ` 1,00,000/- besides service tax as applicable and reimbursement of travel and other out of pocket expenses incurred by them for the purposes of such audit.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought by way of an Ordinary Resolution as set out at Item No. 14 of this Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2016.

None of the Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 14 of the Notice.

By Order of the Board of Directorsfor OCL INDIA LIMITED

Place: New Delhi (Rachna Goria) Dated: July 27, 2015 GM (Legal) and Company Secretary

Registered Office:OCL India LimitedAT/P.O Rajgangpur 770 017District SundargarhOdisha, India

Corporate Office:OCL India Limited17th Floor, Narain Manzil, 23, Barakhamba RoadNew Delhi- 110 001

OCL INDIA LIMITEDRegd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha State.

CIN No.: L26942OR1949PLC000185, Tel. No. :( 06624)221212, 220121

Website: www.ocl.in / www.oclindialtd.in, E-mail: [email protected]

ATTENDANCE SLIP

Venue of the meeting : Company’s Rest House at Rajgangpur – 770017 (District Sundargarh, Odisha State)Date & Time : September 18, 2015 at 3.30 p.m

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE

Name

Address

DP Id*

Client Id*

Folio No.

No. of shares held

I certify that I am the registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the 65th Annual General Meeting of the Company held on September 18, 2015 at 3.30 at Company’s Rest House at Rajgangpur – 770017 (District Sundargarh, Odisha State)

______________________Signature of Member/Proxy

*Applicable for members holding shares in electronic form

Note:

1. Electronic copy of the Annual Report 2014-15 and Notice of the Annual General Meeting along with Attendance Slip and Proxy Form is being sent to all the members whose email address is registered with the Company/Depositary Participant. Members receiving electronic copy and attending the Annual General Meeting can print copy of this Attendance Slip.

2. Physical copy of the Annual Report 2014-15 and Notice of the Annual General Meeting along with Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose email id is not registered.

OCL INDIA LIMITED

Regd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha State.

CIN No.: L26942OR1949PLC000185, Tel. No.: ( 06624)221212, 220121

Website: www.ocl.in / www.oclindialtd.in, E-mail: [email protected]

Form No. MGT-11(Proxy Form)

[Pursuant to Section105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member:Registered Address:E-mail ID:Folio No./ Client ID:DP ID:

I/We,……………………………………… of ……….............………………………………… being the member(s) of OCL India Limited, holding …………………………shares of the abovementioned Company, hereby appoint

1. Name:

Address:

E-mail Id:

Signature: or failing him/her

2. Name:Address:E-mail Id:Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Friday, the 18th day of the September, 2015 at 3.30 p.m at Company’s Rest House at Rajgangpur – 770017, (District Sundargarh, Odisha State) and at any adjournment thereof in respect of such resolutions as are indicated below:

Agenda Item Vote*No. 1No. 2No. 3No. 4No. 5No. 6No. 7No. 8No. 9No. 10No. 11No.12No.13No. 14

Signed this ______ day of _________20___

Signature of Member

Signature of Proxy holder

Affix Revenue Stamp

* Please state in this column whether ‘in favour’ or ‘against’.

Note: This Form of Proxy in order to be effetive should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

OCL INDIA LIMITEDRegd. Office: Rajgangpur- 770 017, District Sundargarh, Odisha State.

CIN No.: L26942OR1949PLC000185, Tel. No. :( 06624)221212, 220121

Website: www.ocl.in / www.oclindialtd.in , E-mail: [email protected]

Serial No.

Name and Registered Address of the sole / first named Shareholder :

Name(s) of the Joint Shareholder(s), if any :

Registered Folio No. /DP ID No./ Client ID No. No. of share(s) held

Sub: Voting through electronic means.

Dear Member,

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, OCL India Limited (“the Company”) is offering remote e-voting facility to its members in respect of the businesses to be transacted at the 65th Annual General Meeting scheduled to be held on Friday, September 18, 2015 at 3.30 p.m.

The Company has engaged the services of National Securities Depository Limited (NSDL) as the Authorized Agency to provide remote e-voting facilities. The e-voting particulars are set out below:

EVEN (E-Voting Event Number) User ID Password/PIN

The e-voting facility will be available during the following voting period:

• Commencement of e-voting : From 09:00 a.m (IST) on September 15, 2015• End of e-voting : Upto 05:00 p.m. (IST) on September 17, 2015

The cut-off date (i.e., the record date) for the purpose of e-voting is September 11, 2015.

This communication forms an integral part of the Notice dated 27th July 2015 for the 65th Annual General Meeting scheduled to be held on September 18, 2015.

The Notice of the Annual General Meeting and this communication are also available on the website of the Company www.oclindialtd.in.

Please turn over for detailed process and manner of e-voting.

Yours Faithfully,For OCL India Limited

Rachna GoriaGM (Legal) and Company Secretary

New DelhiDate: July 27, 2015

PROCEDURE AND INSTRUCTIONS FOR E-VOTING(1) The instructions for remote e-voting are as under:

A. In case a Member receives an e-mail from NSDL (for members whose e-mail addresses are registered with the Company/Depositories):

i. Open the e-mail and also open PDF file namely “OCL remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for remote e-voting. Please note that the password is an initial password.

ii. Open the internet browser and type the following URL: https://www.evoting.nsdl.com.

iii. Click on Shareholder – Login.

iv. Any person, who acquires shares of the Company and become member of the Company after dispatch of Notice of AGM and holding shares as of the cut-off date, i.e., 11th September, 2015 may obtain the login ID and password by sending a request at [email protected]. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password. .

v. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password.

vi. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.

vii. Once the remote e-voting home page opens, click on e-voting> Active Voting Cycles.

viii. Select “REVEN” (Remote E-Voting Event Number) of OCL Ind ia Limited. Now you are ready for remote e-voting as Cast Vote page opens.

ix. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

x. Upon confirmation, the message “Vote cast successfully” will be displayed.

xi. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.

xii. Institutional shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to mailto:[email protected] with a copy marked to [email protected].

xiii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) - Shareholders and remote e-voting user manual - Shareholders, available at the downloads section of www.evoting.nsdl.com.

B. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are not registered with the Company/Depositories):

i. Initial password is provided in the this ballot form: REVEN (Remote E-Voting Event Number), user ID and password.

ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xiii) above, to cast vote.

C. Other Instructions:

i. The remote e-voting period commences on Tuesday, September 15, 2015 (9.00 a.m. IST) and ends on Thursday, September 17, 2015 (5.00 p.m. IST). During this period, Members of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 11, 2015, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.

ii. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on cut-off date of September 11, 2015.

iii. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on cut-off date shall be entitled to avail the facility of remote e-voting as well as voting through ballot paper.

iv. Mr. Mohan Ram Goenka, Partner, MR & Associates, Company Secretaries, has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

v. The Chairman shall, at the Annual General Meeting, at the end of the discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not casted their votes by availing the remote e-voting facility.

vi. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if any, to the Chairman or a person authorized by the Board, who shall countersign the same and declare the result of the voting forthwith.

vii. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.oclindialtd.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by the Board. The results shall also be immediately forwarded to the BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

OCL India LimitedAnnual Report 2014-15

CONTENTS

Cautionary StatementStatements made in this report describing industry outlook as well as the Company’s plans, policies and expectations may constitute ‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

02

04

06

08

10

AnnuAl RepoRt2014-15

Corporate overview

Business Overview 02

Financial Highlights 12

About OCL India 14

ManageMent reports

Management Discussion and

Analysis

15

Directors’ Report 20

Corporate Governance

Report

24

Annexures to Directors’

Report

34

FinanCial stateMents

Standalone Financial

Statements

60

Consolidated Financial

Statements

89

Accelerating Value Creation

Sustainability

Acceleration

Optimization

Growth

Corporate InformationBoard oF direCtors

Pradip Kumar Khaitan Chairman

Puneet Yadu Dalmia Managing Director

Gaurav Dalmia

Gautam Dalmia

D. N. Davar

V. P. Sood

Sudha Pillai

Jayesh Doshi

Mahendra Singhi Whole Time Director & CEO

Amandeep Whole Time Director & CEO (Cement Division)

president

R. H. Dalmia

CoMpany seCretary

Rachna Goria

Bankers/FinanCial institutionsState Bank of India

United Bank of India

Punjab National Bank

UCO Bank

Axis Bank Limited

International Finance Corporation

Export Import Bank of India

Yes Bank Limited

HSBC Bank

statutory auditors V. Sankar Aiyar & Co.

Chartered Accountants

registered oFFiCe

Rajgangpur – 770 017 (Odisha)

District Sundargarh

Corporate oFFiCe

17th Floor, Narain Manzil,

23, Barakhamba Road,

New Delhi – 110 001

registrar and share transFer agent

C B Management Services (P) Limited

P-22, Bondel Road, Kolkata - 700 019

Focused and Steady – two distinguishing traits that summarise more than six-decades rich legacy of our integrated Cement and Refractory businesses. Staying focused on the developmental needs of our operating geography of Eastern India, we have remained committed to offer high quality cement to the housing, infrastructure and commercial sectors. While our cement focus has remained concentrated on Eastern India, we have served the developing and developed economies across the globe with our niche refractory products.

Accelerating Value Creation

Annual Report 2014-15

2

We have steadily expanded our capabilities across product portfolio, manufacturing locations and market geographies, the pace of which has accelerated over the last 7 years. The first strategic investment in our Company by our parent, Dalmia Bharat Group through its subsidiary Dalmia Cement (Bharat) Limited (DCBL) in 2008 triggered our expansion phase. Since then, our manufacturing units have grown from one to three, installed capacities from 1.7 MnT to 6.7 MnT, market footprint from two states to five states and improved market share in Eastern India with deeper penetration into states through distinguished positioning. During this expansion phase, we have achieved backward integration by investing in

our captive power plants with generation capacity of 54 MW. In Refractory business also, we have grown from one unit to two units and installed capacities from 1.06 lakh tonnes to 1.31 lakh tonnes.

While steadily growing, we have also enhanced our responsibility quotient. Our drive for environmental conservation has resulted in cumulative plantation of over 200,000 trees, renewable power capacity of 2.5 MW and reduced emission of green house gases. Having become a part of country’s leading cement Group, Dalmia Bharat during the year under review, we are geared up to accelerate our value creation over the coming years.

Rajgangpur, Odisha

3

Corporate Overview Management Reports Financial Statements

Growth

Consistent performance lends predictability to growth. At OCL India, we steadily strengthen our growth foundations in a holistic manner, with a firm belief that the impact must be visible on social, environmental and economic aspects of progress of our operating geographies.

Our third manufacturing unit, which is also our first unit outside Odisha was commissioned in March 2014 at Medinipur, West Bengal. The plant possesses state-of-the-art machinery and technology to produce Portland Slag Cement and Portland Pozolana Cement. The 1.35 MnT plant has taken our cumulative installed capacity to 6.7 MnT besides expanding our reach to West Bengal, a major cement consuming market in Eastern India.

Growing our brand portfolio at the beginning of FY15, we launched a premium brand ‘Konark DSP’ – (Dhalai special) high strength cement specially designed for

Cement Capacity Expansion (MnT)

Plant Locations FY08 FY10 FY14

Rajgangpur, Odisha 1.80 4.00 4.00

Kapilas, Odisha - 1.35 1.35

Medinipur, West Bengal - - 1.35

Total 1.80 5.35 6.70


4

casting. Offering high endurance concrete casting, great compressive strength and zero transit loss through its tamper and moisture proof packaging, the brand generated instant acceptance and appreciation across all serving markets - Odisha, Jharkhand, Bihar and West Bengal.

The result of all round capability development was visible in our comparative performance during the year. Against the regional volume growth of 7%, we achieved an impressive volume growth of 20% in cement. During the year under review, we reported a revenue growth of 18% and operating profit growth of 11%. Your Company is committed towards maximising value for stakeholders which is witnessed in the improved Net Worth of around 10% CAGR over last five years.

Net Worth (` in Cr)

FY11

884

FY12

903

FY13

1,072

FY14

1,153

FY15

1,241

Bengal Cement Works (BCW), Medinipur, W.B.

5


At OCL India, optimum utilization of resources has always remained our way of life. ‘Maximum output through minimum input’ is the mantra we follow.

Holistic growth needs constant enrichment of the internal capabilities. At OCL India, we are staying focused in strengthening our production and logistics functions in order to further improve our operational efficiencies.

The Company undertook various cost reduction and efficiency improvement initiatives during the year. As result of our efforts in energy efficiency, our power consumption/unit reduced from 73 Kwh to 69 Kwh.

Power Consumption/ Ton of Cement Produced (Kwh/T)

FY11

82

FY12

81

FY13

75

FY14

73

FY15

69

Optimization


6

Another area bearing significant headroom for efficiency improvement was initiating and enhancing the use of pet coke and other alternate fuel.

The Company has invested in railway siding at all the locations with one of the railway siding at Medinipur, West Bengal is about to get commissioned by end of FY16. This will help us to further optimize the logistics cost.

Aligning with the best practices of the group, we shall drive significant further improvement in our operational efficiencies. The Company is looking at achieving operational synergies with the other units of Dalmia Bharat Group.

Fuel Mix (on calorific value basis) Q1 FY15 Q2 Y15 Q3 FY15 Q4 FY15

Coal 100% 92% 85% 68%

Petcoke 0% 8% 14% 31%

Alteranate fuel 0% 0% 1% 1%

Total 100% 100% 100% 100%

Centralised Control Room

7


With a resolve to enhancing our market share in the Eastern India, we adopted innovative marketing and product augmentation strategies. Our new plant at Medinipur, West Bengal achieved a quick ramp up in its first year of operation, FY15.

The resultant enhanced access to West Bengal market coupled with our newly introduced premium cement under ‘Konark DSP’ brand led to a rapid surge in our market share to 10% during the year from 8% recorded a year ago.

Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15

4

14

8

12

Konark DSP Sales as percentage of total trade sales (%)

Acceleration


8

The share of Konark DSP sales to total trade sales has been on an increasing trend since the launch of the brand.

Going forward, we plan to entrench deeper in the Eastern India markets by further expanding our distribution network and retail touch points. The Company focuses on lifting the brand salience through intensive marketing and promotion campaign.

State wise Market Share FY15 FY14

Odisha 23.3% 22.1%

West Bengal 8.4% 6.1%

Bihar 6.5% 5.2%

Jharkhand 8.2% 7.6%

Total 9.9% 8.3%

9


To conduct in a socially and environmentally responsible manner is a key value of OCL India trait. Throughout the history, we have contributed to a healthy and inclusive growth of our adjoining habitats.

The Company has taken step to conserve mineral resources and fossil fuels. In order to minimize the usage of minerals, we increased the usage of slag in Portland Slag Cement from 48% to 56% during the year under review. We are one of the largest users of slag, a process waste of the steel industry. Our clinker conversion ratio of 2.3x, one of the highest in the country, means lower consumption of input for each bag of cement produced.

Cement Clinker Ratio (x)

FY11

1.9 1.9

FY12

2.0 2.0

FY13 FY14 FY15

2.3

Sustainability


10

These initiatives apart from preserving minerals have also helped Company in achieving significant cost savings. Going forward, the Company intends to increase the usage of alternate fuel and slag.

All these initiatives have started to further limit our carbon footprint, thereby aiding to a greener tomorrow and a sustainable growth.

We have made significant contributions to water and energy conservation. Our water conservation initiatives include re-cycle and re-use, creation & up-keep of water bodies, groundwater re-charging and rooftop rainwater harvesting. Besides our own industrial township, our

sewage water treatment plant also caters to effluent discharge of Rajgangpur Municipality.

Our plant observes ‘No-Vehicle Day’ once in a week.Promoting the concept of green building, we have used fly ash concrete blocks in our housing colonies. Also, in order to tap potential of renewable sources of energy, we have commissioned 2.5 MW solar power plant at Kapilas Cement works.

One of our dream projects in association with renowned LV Prasad Eye Institute (LVPEI) came to fruition during the year when our former President, late Dr. APJ Abdul Kalam inaugurated ‘OCL Eye Centre’ in February 2015.

Inter Village Dalmia Cup Football Tournament Dr. APJ Abdul Kalam inaugurated ‘OCL Eye Centre’

Cycle Rally ‘World Environment Day 2014’ at Rajgangpur

11


Financial Highlights

Particulars UOM FY 15* FY 14* FY 13* FY 12 FY 11

Gross Operating Income Cr 2,603 2,209 2,104 1,663 1,684

Net Operating Income Cr 2,283 1,929 1,849 1,470 1,485

EBITDA Cr 351 306 421 207 314

Cash Profit Cr 278 235 344 132 250

Profit before Tax Cr 163 143 230 38 152

Profit after Tax Cr 115 108 159 32 114

Net worth Cr 1,241 1,153 1,072 903 884

Loan Funds Cr 1,351 773 826 730 852

Cash & Cash Equivalents Cr 1,152 337 410 260 390

Non Current Investments Cr 4 4 4 49 8

Net Block (including WIP) Cr 1,427 1,466 1,265 1,212 1,270

Other Net Current Assets Cr 145 208 213 125 65

Operating Profit margins % 15 16 23 14 21

Net Debt to Equity x 0.2 0.4 0.4 0.5 0.5

Interest Coverage x 3.1 2.6 3.8 1.1 3.1

Return on Net Worth % 9 9 15 4 13

Current Ratio x 2.60 1.70 1.49 1.67 1.77

Dividend Rate % 200 200 200 100 200

Dividend Payout Ratio % 20 21 14 36 20

Share Price on 31st March ` 450 184 142 100 110

Market Capitalisation Cr 2,559 1,046 807 570 626

*Consolidated Financials


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Particulars UOM FY 15 FY 14 FY 13 FY 12 FY 11

Clinker Production MnT 1.95 1.75 1.39 1.24 1.64

Cement Production MnT 4.21 3.29 2.54 3.08 3.41Cement Sales MnT 4.27 3.39 3.46 3.10 3.34

Net Sales (` in Cr)

FY11

1,485

FY12

1,470

FY13

1,849

FY14

1,929

FY15

2,283

Cement Sales Volume (MnT)

FY11 FY12 FY13 FY14 FY15

3.34 3.103.46 3.39

4.27

Net Debt (` in Cr)

FY11

462

FY12

469

FY13

416

FY14

436

FY15

199

A sustainable business model creating value for stakeholders

Market Capitalisation (` in Cr)

626 570807

1,046

2,559

FY11 FY12 FY13 FY14 FY15

13


This is OCL IndiaThe Company was incorporated in 1949 and the cement plant went on stream during 1951. During the year Dalmia Bharat Cement Limited, a subsidiary of Dalmia Bharat Limited acquired balance promoter shareholding in OCL india Ltd. and increased its stake in the Company from 48.4% to 74.6%. The Company has contributed towards nation building and has supplied cement to many landmark projects, one of which is Hirakud Dam in Odisha.

The Company has 6.7 MnT of installed capacity with manufacturing plants in Odisha and West Bengal. The plant serves primarily four states in Eastern India – Odisha, West Bengal, Bihar and Jharkhand. OCL India has one of the most modern dry process cement plants in India. ‘Konark’ cement brand manufactured by OCL is amongst the market leader in Eastern India and has emerged as a premium brand.

OCL India commissioned its refractory plant in the year 1954, which today has grown into one of the largest composite refractory plants in the country. It manufactures various grades of refractories catering mainly to steel industry. “OCL India Refractory division is the first Indian refractory manufacturer to have secured the coveted ISO 9001 certification for all its refractory products. Globally OCL India is amongst the few select producers of coke oven silica bricks.”

the Businesses

CementTotal installed cement capacity is 6.7 MnT with manufacturing plants located at Odisha (Rajgangpur & Kapilas) and West Bengal (Medinipur). During the year, OCL helped in nation building by supplying cement to the following projects:

• NTPC ultra mega power plant, Sundergarh

• National Institute of Technology, Rourkela

• IIT, Bhubaneswar

RefractoryOCL India commenced Refractory operations in 1954. It has become one of the largest and best-equipped state-of-the-art Refractory plants in India covering a wide range of products for use in the ferrous and non-ferrous Industries. Its customer base spreads from iron and steel to cement, aluminum, glass, copper, chemicals and hydrocarbon industries. The different refractory products made by your Company are silica refractories for coke ovens, high alumina refractories for blast furnace stoves, basic refractories, magnesia carbon bricks, purging refractories and slide gate refractories. The refractory division has the capacity of 1.31 lakh tonnes.


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Management Discussion & Analysis

indian eConoMy

As per Central Statistical Office (CSO), Indian economy has witnessed growth in Gross Domestic Product from 6.9% in FY13-14 to 7.4% in 2014-15 (based on the new base 2011-12). The Government with an aim to strengthen the economy is focused towards continued reforms in fiscal and monetary policies. The significant fall in crude oil prices has helped in bringing down the inflation leading to improved foreign currency reserves. Also, Reserve Bank of India has reduced the repo rate twice by 25bps points each since January, 2015 to support the economic activities. The increased liquidity in the system will lead to better availability of funds, giving a push to the housing and infrastructure sector. Overall, there is optimism for economic growth to gain momentum.

indian CeMent industry

The total installed cement capacity in India stands around 400 MnT. India is the second largest cement manufacturer in the World. The housing sector is the biggest consumer of cement in India with 67% share followed by infrastructure (13%), commercial construction (11%) and industrial construction (9%).

FY14-15 has witnessed moderate cement demand growth which is expected to improve on account of improving macroeconomic indicators. The policy initiatives taken by the Government like building affordable houses, AMRUT (Atal Mission for Rejuvenation and Urban Transformation) scheme and smart cities would act as a thrust to cement demand.Also, the slowing pace of capacity addition will lead to improved capacity utilization of the industry.

eastern india CeMent seCtor

Eastern India reflects approximately 17% of India’s cement demand and 13% of the total installed capacity. The cement demand in Eastern India has grown at a CAGR of 8% compared to 4% all India growth over last five years.

Opportunities

• Housing Sector: With 100% FDI allowed in real estate, the housing sector in India is expected to revive with the steady economic growth. In addition to this, the Government has announced an

ambitious scheme of “Housing for All-2022”. Under this scheme, the Government would build 60 million houses for the people. This will generate a huge demand for Cement Industry.

• Infrastructure expenditure: Infrastructure is crucial for any economy to grow. In India, facilities such as road, sanitation and electricity are still estimated to be inadequate. Hence, India has significantly enhanced its focus towards building its infrastructure for a sustainable economic growth. In the union-budget, there is a provision of ` 70,000 Crore for building infrastructure in FY16, up from ` 50,000 Crore in FY15 budget.

• Dedicated freight corridor: A 3300 KM long dedicated freight corridor is going to be built by Dedicated Freight Corridor Corporation of India Limited between Eastern and Western regions as part of two such corridors proposed in East - West and North - South India.

Threats

• Supply dependency: The performance of the Cement Industry depends on regular and consistent supply of coal and logistic infrastructure. The increasing cost pressure on these accounts has adverse impact on margins.

• Legal/Regulatory constraints: Increasing complexity involved in land acquisition and environmental clearances are acting as constrain for organic growth in Cement sector.

reFraCtory

The Industry has a growth forecast of around 3.1% year on year basis at Global scale and is likely to reach to 47.9 million tonnes by 2020. The world Refractory market is estimated to be of the size of around US$ 30 billion of which China alone contributes around 43.6%. The growth of the Industry has been slow in past because of the slow growth of downstream industries like Iron and steel manufacturing, Cement etc.

Indian Refractory Industry has production capacity of around 2.4 million tons with bulk supplies to steel plants. The Refractories market in India is approximately around ` 6000 crore and is growing at a steady state.

15


OpportunitiesThe policy change made by Government in mining sector and initiatives taken by the Government in the infrastructure sector and increased thrust for affordable housing would spur demand for steel, Cement and glass, thereby leading to better growth prospects for the Refractory Industry. Also latest trend of adoption of advanced technology and Customized Refractory products would also help enabling growth.

Threats• Demand in steel Industry: Iron and steel Industry

accounts for about 70% of the total demand for Refractory. There is a steep fall in the demand for steel due to a decline in the infrastructure sector and fall in China’s Steel Consumption.

• Imports from China: Refractory import from China is more economical in India as compared to indigenous refractory products. This is on account of abundant quantity of bauxite and magnesite available in China.

CoMpany proFile

Your Company is a leading player in Eastern India and is part of Dalmia Bharat Group through its subsidiary Dalmia Cement (Bharat) Limited (DCBL). It is engaged in the manufacture of Cement and Refractories. The Cement business contributes 84% of total revenue and 92% of total EBITDA of the Company. Your Company

has total installed capacity of 6.7 MnT of Cement with manufacturing facilities located at Rajgangpur & Kapilas in Odisha and Medinipur in West Bengal. It has captive power generation capacity of 54 MW. Flagship brand of the Company, ‘Konark’ is the most trusted brand in Eastern India. Its newly launched ‘Konark DSP’ is a premium brand which is fast expanding its reach in premium segment market.

With a strong presence across the four states – Odisha, West Bengal, Bihar and Jharkhand - OCL India is one of the leading players in Eastern Region.

Your Company has refractory presence through two manufacturing units located at Rajgangpur, Odisha and China. The total refractory capacity is 1.31 lakh tonnes.

segMent wise perForManCe

Cement • The Company had a considerably well-off year

compared to the Industry. The Company’s sales volume improved by 23.9% at 4.3 MnT as compared to 3.4 MnT in FY14. It has put an aggressive focus on marketing and brand improvement through concerted efforts. The Company has expanded its market presence and grown aggressively in FY15 backed by its new plant in Medinipur in West Bengal. The market share for the Company in Eastern India has grown from 8.3% in FY14 to 9.9% in FY15.

Dalmia Bharat Group continued its cost reduction drive across units. Few cost reduction measures initiated in OCL India were (a) Increased slag percentage in Portland Slag Cement (PSC) (b) reduction in slag procurement prices and (c) introduction of petcoke usage. These initiatives helped in reduced variable costs per tonne by 8%.

reFraCtory

The Refractory division of the Company has the unique distinction of being a highly environment friendly manufacturing unit with its international presence in almost all steel and glass producing continents. Amidst constrain demand scenario; the Company retained its counter share with majority of the customer by getting repeat orders. This has been made on account of flexible manufacturing processes at our works along with capability of manufacturing customized products.

The Company has continued focus on exports. It has been able to enter new markets in Middle-East while retaining the existing markets.

Development of these products will open up new markets in stainless steel Industry as well in refining of alloy steel used for very critical applications.

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FinanCial perForManCe highlights

Profit & Loss Account Analysis

Total Income

The Company’s Gross Operating Income stood at ` 2,603 crore in FY15, up by 18% as compared to ` 2,209 crore in FY14.

Operating EBITDA

EBITDA for the year under review stood at ` 351 crore in FY15 as against ` 306 crore in the previous year, up 15% YoY.

Depreciation

Depreciation cost for the year under review stood at ` 144 crore in FY 2015 as against ` 131 crore in the previous year, up 9% YoY.

Financial Charges

Financial charges went up marginally from ` 71 crore in FY14 to ` 73 crore in FY15.

Other Income

Other Income for the year was ` 29 crore in FY15 as compared to ` 39 crore in FY14.

Total Tax Expense

Total Tax Expense stood at ` 47 crore, higher by 33% on YoY basis, comprising of current tax of ` 30 crore, MAT Credit entitlement of ` 2 crore and Deferred Tax of ` 7 crore.

Net Profit

Consolidated Net Profit for FY15 was ` 115 crore as compared to ` 108 crore in FY14.

Balance Sheet Analysis

Net worth

Total Net worth of the Company stood at ` 1241 crore as on 31st March, 2015 as against ` 1153 crore as on 31st March, 2014.

• Reserves and Surplus stood at was ` 1,227 crore as on 31st March, 2015. Out of this, the surplus in Profit & Loss Account was ` 149 crore.

• Paid-up Equity Capital stood at ` 11 crore as on 31st March, 2015 comprising of 5,69,00,220 equity shares of ` 2 each (Fully paid-up)

Loan Funds

Total Loan fund stood at ̀ 1351 crore as on 31st March, 2015 as against ̀ 773 as on 31st March, 2014. Net debt of the Company was at ` 199 crore as on 31st March, 2015 as against ` 436 crore 31st March, 2014.

Total Assets

Total Assets of the Company increased to ` 3,376 crore on 31st March, 2015 from ` 2,584 crore a year ago.

Cash & Cash Equivalents

Cash & Cash Equivalents stood at ` 1,152 crore, including current investments as on 31st March 2015, as compared to ` 337 crore as on 31st March 2014.

Inventories and Sundry Debtors

As on 31st March 2015, inventories and sundry debtors stood at ` 398 crore and ` 237 crore respectively. The corresponding figures as on 31st March 2014 were ` 351 crore and ` 264 crore respectively.

Loans and Advances

Total Loans and Advances of ` 148 crore include Short Term Loans and Advances of ` 97 crore, primarily on account of subsidy receivable.

ManageMent outlook

The Company would continue to pursue its sales and marketing program with a view to gain penetration and market share across its operating geographies. It would also strive to increase the sales of its recently launched premium brand “Konark DSP”. It would also maintain a sharp focus on efficiency improvement through further reduction of usage of minerals and energy.

The net impact of new government’s growth focused programs and policies, coupled with its special attention on the development of the Eastern region is expected to add momentum to cement demand across our operating geographies.

huMan resourCes

OCL India treats its human capital to be the core enabler of its business fortunes. Making continued investment in the capability development and career

Variable Cost per tonne of Cement (`/T)

FY12

1,880

FY13

1,615

FY14

1,625

FY15

1,497

17


progression aspect of its employees, the Company remains committed to provide them an encouraging, equitable and safe work environment. With the addition of a new plant, the Company’s resource pool expanded to 1484 employees.

The Company encourages internal postings with a view to provide growth opportunities to the talented employees. The Company has also entered into long term wage settlement with the recognized unions granting increase in wages and other benefits of workmen working in its Cement, Refractory and Lanjiberna Mines.

awards and reCognitions

The Company has been receiving recognition for its work through various initiatives and programs. A few of them are listed hereunder:

• Recognised as “Fastest Growing Cement Industry in Small Category” by ASAPP (Publisher of Indian Cement Review Magazine) in January 2015

• Quality Circle Gold Award in 22nd CCQC (Chapter Convention Quality Circles)-2014 at Rourkela

• Lanjiberna Limestone and Dolomite mines bagged 6 prizes at the 52nd Annual Mines Safety Week celebration, 2014

• The Cement Division bagged the third position in the ‘Environment Excellence Award, 2013’ organized by India Chamber of Commerce for focus

• Greentech Environment Award - 2015 – The Company bagged Silver Award under “Chemical” sector

Business responsiBility

As a responsible business deeply intertwined into the socio-cultural fabric of its operating geographies, OCL India deeply believes in the tenet of ecological balance to be paramount to business sustainability. Improving the quality of life of its surrounding communities and conservation of environment remain central to its business decisions. Company’s CSR geographies include Rajgangpur, Lanjiberna and Cuttack in Odisha and Medinipur in West Bengal.

Key intervention domains of its structured CSR programs are healthcare, education, vocational skill and environment. The essence and the key initiatives of these programs are as follows:

• Healthcare initiatives included two health camps reaching 1310 beneficiaries, an awareness drive on

vector borne diseases involving 17306 participants, an ongoing “Maternal & Child Health Care Project” in partnership with “SEWAK”, a state level NGO reaching in 38 villages in Lanjiberna mines area, Mobile Medical Services in 12 villages in Cuttack in collaboration with Help Age India with 12170 beneficiaries, construction of low cost toilets benefitting 625 family members of 99 households in Midnapore.

• Our education initiatives included promoting 12 remedial education centers for primary and secondary school students benefitting 646 students, running 5 bridge course centers in tribal hamlets of Cuttack covering 197 students, providing financial assistance for higher education to 73 poor meritorious students, career counselling to 6052 school students in partnership with an NGO called Nirman.

• Our livelihood skill development initiatives during the year included connecting 109 unemployed youths to skill training programs of various developmental agencies, 21 of which got jobs post training, providing nursing training to girls, providing mobile phone repairing training to unemployed youths.

• Our sports promotion initiatives included providing hockey coaching to 50 rural youths in under-14 age group at Lanjiberna, 10 out of which 10 have qualified for state level coaching; supporting 80 youths to participate in Rajiv Gandhi Khel Abhiyan at Rajgangpur.

inForMation ManageMent

OCL India is on a growth path and Information Technology has a critical role to play as a force multiple in sustaining and delivering more with less resources.

Project Kushal is an outbound logistics process automation initiative. The implementation using bar code scanning and a mobility solution enables the plants to service orders faster and has brought down shipment cost settlement cycle time from two months to below one week.

One of the critical success factor to ensure sustained growth and meeting the market demand is to ensure uninterrupted production in our plants. To improve plant reliability, we have implemented the Reliability Strategy (four pillars of Maintenance - Planning, Inspection, Execution and Improvement) using SAP Plant Maintenance module best practices.

Analytics for marketing, sales and logistics is important to gain and sustain market share. It will be further

18


strengthened during FY16. Focus area for FY16 is implementation of CRM solution to enhance sales team productivity and market accessibility. This will be done along with mobility solution for secondary sales and deployment of tabs for the sales team.

IT has played a major role in realising the benefits of synergies through consolidation, standardization and integration of Dalmia Group.

key risks and ConCerns

CementCompany is adopting various strategic steps to tackle the associated risks in its operations. Few risks areas are as under:

• Shortage of rakes – Non availability of required number of rakes for movement of imported coal from port and domestic sources, rakes for clinker movement and for rail dispatch of Cement is an area of concern. To overcome this we plan to approach railways to share a scheme ‘Own Your Wagon’ under which guaranteed traffic handling shall be available to us. The Company also looking at evaluating alternate mode of transport through road.

• Raw material risks – The rise in cost of basic inputs and raw materials, i.e., slag may pose a risk for the Company. Your Company is trying to enter into long term agreement with slag producers at nearby sources. Also enhanced slag availability on account of commissioning of new steel capacities in the region would further help mitigating the risk of increased slag pricing risk in medium to long term. Your Company has already switched to pet coke in place of imported fuel as more economic fuel.

Refractory

• Risk of slow economic growth: Slowdown in the economic growth in past years has created an atmosphere of innovation in the Company. Product innovation through investment in R&D is the risk mitigation strategy being followed by the Company. In order to improve its customer base, the Company has been exploring the markets in power and petrochemical Industry. The Company has been exploring the markets in power and petrochemical Industry.

• Raw material / Fuel risks: Raw material security is of prime importance in any manufacturing Industry. Company has taken many initiatives to ensure raw material security. In order to reduce the dependence on Chinese raw materials, Company has developed products based on materials through its own R&D. Long term supply contracts are also done to ensure continuous availability.

internal Controls and their adeQuaCy

Your Company has appropriate internal control system for business operations, financial reporting, compliance with applicable laws and regulations, etc. The roles and responsibilities of all employees and functions have been clearly laid out. The Internal Auditor of the Company conducts regular internal audit and ensures that responsibilities are executed effectively. The Audit Committee of the Board of Directors conducts periodic reviews to adjudge the adequacy and effectiveness of internal control systems and directs improvements whenever the need arises.

Refractory Bricks

19


Directors’ Report For The Year Ended March 31, 2015

The Directors have pleasure in submitting the Sixty Fifth Annual Report and Audited Statements of Account of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

(` Crore)

2014-15 2013-14 Net Revenue 2,199.24 1834.30

Profit before interest, depreciation and tax (EBIDTA)

370.95 327.56

Less: Interest and Financial Charges 71.01 68.07

Profit before depreciation and tax (PBDT)

299.94 259.49

Less: Depreciation 138.92 126.41Profit before taxation (PBT) 161.02 133.08

Provision for Current tax 32.91 30.39Provision for Deferred tax 16.25 6.89

MAT credit charge/(entitlement) -1.83 -2.08Profit after taxation (PAT) 113.69 97.88

Add: Surplus brought forward 155.59 204.34

Profit available for appropriation 269.28 302.22Appropriations:General Reserve 120.00 120.00Debenture Redemption Reserve 3.13 0.00Proposed Dividend 22.76 22.76Dividend Distribution tax thereon 4.63 3.87Balance carried forward 118.76 155.59

269.28 302.22

OPERATIONS AND BUSINESS PERFORMANCEManagement’s Discussion and Analysis for the year under review on the operations and business performance, as stipulated under clause 49 of the Listing Agreement with Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIVIDEND

The Directors have recommended a dividend of `4/- per paid up equity share of `2/- each for the current Financial Year ended on March 31, 2015.

CAPTIVE COAL BLOCK Hon’ble Supreme Court of India by its order dated September 24, 2014 on a public interest litigation has declared all allocations of the Coal Blocks made through Screening Committee and through Government Dispension route since 1993 as illegal and has quashed the allocation of Coal Blocks including Radhikapur (West) Coal Block.

CORPORATE GOVERNANCE REPORT The Company’s corporate governance practices have been detailed in the Corporate Governance Report which is attached separately and forms part of this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIESThe Subsidiaries of the Company are OCL Global Limited, OCL China Limited and Odisha Cement Limited. Radhikapur (West) Coal Mining Private Limited is the Joint Venture Company of Rungta Mines Limited, Ocean Ispat Limited and OCL India Limited. There is no Associate Company. There has been no change in subsidiaries, joint ventures and associate companies during the Financial Year 2014-15.

The Company has formulated a Policy on Material Subsidiary Companies on the recommendation of Audit Committee and with the approval by the Board of Directors. The same is disclosed on the Company’s website at http://www.oclindialtd.in/postal_doc/MaterialSubPolicy.pdf. In terms of the said policy, the Company does not have any Material Subsidiary.

The report on the performance and financial position of each of Company’s Subsidiaries, Associates and Joint Venture Companies for the Financial Year ended March 31, 2015 in Form AOC 1 is attached as Annexure – 1 and forms parts of this Report. The detailed Annual Reports of Subsidiaries, Associates and Joint Venture Companies are posted on the Company’s website www.oclindialtd.in.

EXTRACT OF ANNUAL RETURN In compliance with Section 134(3) read with Section 92(3) of the Companies Act, 2013 (“Act”) and Rule 12 of Companies (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is attached as Annexure – 2 and forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors has made following appointments to the Board, subject to the approval of Shareholders in terms of the Companies Act, 2013,in its meeting held on March 31, 2015 –

a) Shri Puneet Yadu Dalmia as Managing Director, Key Managerial Personnel for a term of five years with effect from April 01, 2015 to March 31, 2020 as not liable to retire by rotation.

b) Smt. Sudha Pillai as an Additional Director in the category of Independent Director for a term of five years with effect from March 31, 2015 to March 30, 2020 as not liable to retire by rotation.

c) Shri Mahendra Singhi as an Additional Director and as Chief Executive Officer and Whole Time Director, in the category of Key Managerial Personnel, for a term of four years with effect from April 01, 2015 to March 31, 2019 as not liable to retire by rotation.

d) Shri Amandeep as an Additional Director and as Whole Time Director and Chief Executive Officer – Cement Division of the Company for a term of five years with effect from April 01, 2015 to March 31, 2020 as liable to retire by rotation.

e) The Board of Directors has also appointed Shri Gautam Dalmia and Shri Jayesh Doshi as Additional Directors

20



21

with effect from April 01, 2015 to hold office as such till the forthcoming Annual General Meeting.

The term of Shri Gaurav Dalmia as Managing Director and Shri D. D. Atal as Whole Time Director has expired on March 31, 2015. Also, Shri D. D. Atal and Dr. S. R. Jain have resigned from the Board of Directors with effect from March 31, 2015 and Dr. R. C. Vaish has resigned with effect from May 10, 2015.

The Board places on record its appreciation for the valuable services rendered by each of them during their tenure with the Company and with the Board.

Shri Gaurav Dalmia, Director of the Company, would retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

In addition to Shri Puneet Yadu Dalmia, Managing Director and Shri Mahendra Singhi, Chief Executive Officer and Whole Time Director, Shri D. N. Singh, Chief Financial Officer and Executive Director (Finance) and Smt. Rachna Goria, General Manager (Legal) & Company Secretary are the Key Managerial Personnel of the Company.

Declaration by Independent Directors and their meeting

Independent Directors have given declaration in terms of Section 149(7) of the Act that they meet the criteria of independence as provided in Section 149(6) of the Act.

The Independent Directors held a separate meeting in terms of Schedule V to the Companies Act, 2013 and inter-alia reviewed the performance of Non-Independent Directors, Chairman and Board as a whole and found the same to be satisfactory. Also, it was recognized that valuable, significant and timely information was provided by the management to the Board for its decision making.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents, reports and policies to enable them familiarize with the Company’s procedures and practices.

Periodic presentations on business segments are made at the Board meetings of the Company. One such presentation on cement business of the Company made at the Board of Directors meeting was posted on the Company’s website at http://www.oclindialtd.in/board_of_directors.php

Nomination and Remuneration Policy

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

Formal Annual Evaluation of Performance of Board/ Committees and Directors

The Formal Annual Evaluation of performance of Board, its Committees and individual Directors was made at the Board meeting in accordance with Criteria for performance evaluation of Board, its Committees and Directors (including Independent Directors) as was approved by the Board of Directors on recommendation of the Nomination and

Remuneration Committee. It was noted that the Directors were meeting highest standards professing and ensuring best practices in the overall relation of Corporate Governance of the Company’s affairs. The Criteria for performance evaluation of Board, its Committees and Directors including Independent Directors is attached as Annexure – 4 and forms part of this Report.

BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR MEETINGS

Reference is invited to the attached Corporate Governance Report, which forms part of this Report, for the details thereof.

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

CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility Committee has been formed by the Board of Directors. The said Committee comprised of the following members –

a) Dr. R. C. Vaish – Chairman

b) Shri Gaurav Dalmia – Member

c) Shri V. P. Sood – Member

d) Shri D. D. Atal – Member

However, pursuant to the expiry of term of Shri Gaurav Dalmia as Managing Director and of Shri D. D. Atal as Whole Time Director and resignation of Shri D. D. Atal from the Board of Directors with effect from March 31, 2015 and resignation of Dr. R. C. Vaish with effect from May 10, 2015, the CSR Committee has been reconstituted as under:

i) Shri V. P. Sood -Independent Director- Chairman

ii) Shri Mahendra Singhi – CEO and Whole Time Director

iii) Shri Amandeep – Whole Time Director

A Corporate Social Responsibility Policy, as recommended by the Corporate Social Responsibility Committee, has been approved by the Board of Directors. The said Policy may be accessed on the Company’s website www.oclindialtd.in.

Annual Report on Corporate Social Responsibility activities in terms of Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure –5 and forms part of this Report.

Pursuant to the said policy, the Company has made expenses aggregating to `2.79 Crore towards Corporate Social Responsibility during the Financial Year 2014-15, which is more than 2% of average net profits of the Company made during three immediately preceding Financial Years.

RISK MANAGEMENT

A Risk Management Committee has been formed by the Board of Directors.

The said Committee comprised of the following members –

a) Shri D. N. Davar - Chairman

b) Shri Gaurav Dalmia - Member

c) Dr. R. C. Vaish – Member

d) Dr. S. R. Jain – Member

e) Shri D. D. Atal


22

However, in view of resignation of Dr. S. R. Jain and Shri D. D. Atal from the Board of Directors with effect from March 31, 2015 and of Dr. R. C. Vaish with effect from May 10, 2015, Shri Mahendra Singhi and Shri Amandeep have been inducted as members of the said Committee with effect from April 01, 2015.

The terms of the reference of the Risk Management Committee in brief are as under:

a) To identify the elements of risk, if any, from time to time, that in the opinion of the Board may threaten the existence of the Company.

b) To monitor and review the existing risk management plan and such other functions as it may deem fit.

c) To lay down the procedures to inform the Board members about the risk assessment and minimization procedures.

The Risk Management Committee has approved appointment of professional firm having exposure in the study of various business risks relating to the industry to assist in developing a Risk Management Policy document identifying various risks and their mitigation plans.

RELATED PARTY POLICY AND TRANSACTIONS

The Company has formulated a Related Party Transactions Policy on the recommendation of Audit Committee and approval by the Board of Directors. The same is posted on the Company’s website at http://www.oclindialtd.in/postal_doc/RelPartyPolicy.pdf.

There are no contracts or arrangements or transactions with Related Parties which are not on arms length basis and there are no material contracts or arrangements or transactions which are at arms length basis.

LOANS, GUARANTEES, SECURITY AND INVESTMENTS

Particulars of Loans and Guarantees given, securities provided and Investments made under Section 186 of the Act are provided in the Standalone Financial Statements at note nos. 13 and 29.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with the size and volume of business of the Company and same are operating effectively. No material weakness in the internal control system has been observed. Further, a professional firm is being appointed to assist in documenting existing process for internal financial control (IFC).

WHISTLE BLOWER POLICY

The Company has made a Whistle Blower Policy for Directors & Employees on the recommendation of Audit Committee and approval by the Board of Directors. The same is disclosed on the Company’s website www.oclindialtd.in.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as on March 31, 2015 and of the Profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars of remuneration of Directors/Key Managerial Personnel/ Employees in terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure – 6 and forms part of this Report.

Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are attached as Annexure – 7 and forms part of this Report.

Having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information in Annexure – 7 is being sent to the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary and same will be furnished on request.

AUDITORS

Statutory Auditors

M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the Sixty Seventh Annual General Meeting of the Company to be held in the year 2017 and is not eligible for re-appointment thereafter. However, their appointment need to be ratified by the shareholders at the forthcoming Annual General Meeting in terms of Section 139 of the Act.

Cost Auditor

The Company has received from M/s R. J. Goal & Co., Cost Accountants, having office at 31, Community Center, Ashok Vihar, Phase – I, New Delhi – 110 052 and having firm registration no. 00026, consent to act as Cost Auditors and certificate to the effect that their re-appointment would be within the prescribed limits under Section 141(3)(g) of the Act


23

and that they are not subject to disqualifications specified in Section 141(3) the Act. The Cost Auditors have further certified that they are independent firm of Cost Accountants and are at arms length relationship with the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board of Directors has appointed Vikas Gera & Associates as Secretarial Auditor of the Company for the Financial Year 2014-15. The Secretarial Audit Report given by the Secretarial Auditor in Form MR-3 is annexed as Annexure - 8 and forms part of this Report.

COMMENTS ON QUALIFICATION, RESERVATION OR AD-VERSE REMARK OR DISCLAIMER MADE BY AUDITOR/SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORT

There is no qualification, reservation or adverse remark or disclaimer made by Auditor/Secretarial Auditor in their respective reports.

UNCLAIMED SUSPENSE ACCOUNT

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP-TION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure –9 and forms part of this Report.

DEPOSITS

The Company repaid all outstanding deposits as on March 31, 2015 aggregating to `7,85,91,322/- to 506 Deposit Holders in compliance with Section 74 of the Act.

SIGNIFICANT ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

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

The Company has in place Charter against sexual harassment of women at workplace in compliance with Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, no complaint has been received by the Internal Complaints Committee/s.

HEALTH, SAFETY AND ENVIRONMENT

Health and safety of employees and clean environment receives utmost priority at all locations of your Company. It has already implemented EHS System and provided safe working environment at its plants and mines. Use of personal protective equipment by employees have become compulsory and training programs on health, safety and occupational health are being conducted on a continuous basis. Your Company has launched the new safety and housekeeping programme during the current year which has substantially improved the plants housekeeping. The endeavor of your Company is to make all its plants completely safe and keep all its employees healthy. Your Company has taken up a new initiative to make its plants and colony tobacco free area. Its’ Lanjiberna Limestone and Dolomite Mines has bagged six awards in the 52nd Annual Mines Safety Week organized by Director General of Mines Safety, Chaibasa Region. Refractory Unit of your Company has bagged 15th Annual Greentech Environment Award-2015 in Silver category under Chemical Sector. Your Company has planted many additional trees during the year and has created green belt over 35% of its land. Your Company has philosophy that ‘clean and green’ is more profitable.

INDUSTRIAL RELATIONS

Industrial Relations during the year under review were quite peaceful and cordial. Your Company entered in to long term wage settlement granting substantial increase in wages and other benefits of workmen of Cement, Refractory and Lanjiberna Mines.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support provided by your Company’s Bankers and Financial Institutions.

Your Directors acknowledge the dedication and commitments of the employees at all levels and also take this opportunity to thank all the valued customers who have appreciated the Company’s products and have patronized them.

Your Directors convey their grateful thanks to the Government Authorities (Central & States), shareholders, distributors and dealers for their continued assistance, co-operation and patronage.

For & on Behalf of the Board

Puneet Yadu DalmiaManaging Director

Place: New Delhi Mahendra Singhi

Date: May 11, 2015 Chief Executive Officer and Whole Time Director


24

1. PHILOSOPHY ON CODE OF GOVERNANCE

The Company firmly believes in and continues to practice good corporate governance. Corporate governance seeks to raise the standards of corporate management, strengthens the Board systems, significantly increase its effectiveness and ultimately serve the objective of maximizing the shareholders’ value. The philosophy of the Company is in consonance with the accepted principles of good governance.

2. BOARD OF DIRECTORS

i) Composition of Board of Directors - The Company has a professional Board with a majority of Non-Executive and Independent Directors.

S. No.

Name of the Director

Designation Category of Director

No. of Board

Meetings attended

No. of other

Director ships

Total No. of Committees

Member ship

Chairmanship

1. Shri Pradip Kumar Khaitan

Chairman Non-executive and Non-Independent

5 9 4 0

2. Shri Gaurav Dalmia

Executive* Vice Chairman & Managing Director

Promoter,Executive and Non – Independent

3 6 4 1

3. Shri D. N. Davar Director Non-executive and Independent

5 9 4 4

4. Dr. S. R. Jain* Director Non-executive and Independent

2 2 1 1

5. Dr. R. C. Vaish* Director Non-Executive and Independent

5 6 2 1

6. MS. Sudha Pillai* Director Non-executive and Independent

0 5 2 0

7. Shri Puneet Yadu Dalmia

Director Promoter, Non-executive and Non Independent

5 8 0 0

8. Shri V. P. Sood Director Non-executive and Independent

5 0 0 0

9. Shri D. D. Atal* Chief Executive Officer and Whole Time Director

Executive and Non – Independent

4 0 0 0

Corporate Governance Report

Notes:

a) Five Board meetings were held during the Financial Year 2014-15 on May 13, 2014, July 24, 2014, October 20, 2014, January 27, 2015 and March 31, 2015.

b) Also, the Independent Directors held a separate meeting on January 09, 2015 in terms of Schedule IV to the Companies Act, 2013.

c) Other Directorships include only the Directorships in public limited companies.

d) The chairmanship/membership of the committees reported above does not include the chairmanship/membership of the committees of the Company.

e) The Annual General Meeting was held on September 13, 2014 and was attended by Shri D. D. Atal, Chief Executive Officer and Whole Time Director.

He also attended the Annual General Meeting as a member of the Nomination and Remuneration Committee and Stakeholders’ Relationship Committee being authorized by the Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee.

f) The Non-Executive Chairman has not desired an office at the Company’s expense.

g) The term of Shri Gaurav Dalmia as Managing Director has expired on March 31, 2015. He however continues to be a Director on the Board. Shri Puneet Yadu Dalmia has been appointed as Managing Director with effect from April 01, 2015.

h) Shri D. D. Atal and Dr. S. R. Jain have resigned from the Board of Directors with effect from March 31, 2015 and Dr. R. C. Vaish has resigned with effect from May 10, 2015.


25

i) Ms. Sudha Pillai has been appointed as Additional Director in the Independent category, subject to the approval of shareholders in terms of the Companies Act, 2013, with effect from March 31, 2015.

j) Shri Gautam Dalmia, Shri Mahendra Singhi, Shri Amandeep and Shri Jayesh Doshi have been appointed as Additional Directors on the Board of Directors with effect from April 01, 2015.

k) Shri Mahendra Singhi has been appointed as Chief Executive Officer and Whole Time Director. Shri Amandeep has been appointed as Whole Time Director.

3. AUDIT COMMITTEE

i) Terms of reference - The role and terms of the reference of the Audit Committee covers the areas mentioned in Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. The Audit Committee reviews the Management Audit reports, Internal Audit reports and Action Taken reports of the Management thereupon, periodically. It also reviews the Annual Accounts and Quarterly Results of the Company before they are placed before the Board of Directors. The Audit Committee also meets the Statutory Auditors and Internal Auditors periodically and discusses the findings, suggestions and reviews the major accounting policies followed by the Company. The Minutes of the Audit Committee meetings are circulated to the Board.

The Audit Committee reviews the audited financial statements with reference to the Director’s Responsibility Statement in terms of Section 134(3)(c) of the Companies Act, 2013. In addition to the above, the Committee also reviews the following: -

Management discussion and analysis of financial conditions and results of operations.

Statement of significant related party transactions submitted by the Management.

Management letters/letters of internal control weaknesses, if any, issued by the statutory auditors.

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor.

The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

Examination of the financial statement and the auditor’s report thereon;

Approval or any subsequent modification

of transactions of the company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management system;

Monitoring the end use of funds raised through public offers and related matters.

ii) Composition of Audit Committee - The Audit Committee comprised of three Members Shri D. N. Davar as its Chairman and Dr. S. R. Jain and Dr. R. C. Vaish, all of whom were Independent Directors. In view of resignation of Dr. S. R. Jain from the Board of Directors with effect from March 31, 2015 and resignation of Dr. R. C. Vaish from the Audit Committee with effect from May 02, 2015 and from the Board of Directors with effect from May 10, 2015, respectively, Shri Mahendra Singhi and Shri V.P. Sood have been inducted as members of the Audit Committee with effect from April 01, 2015 and May 04, 2015 respectively.

iii) Meetings and attendance - The meetings of the Audit Committee are usually held before the Board Meetings where the Financial Results of the Company are considered. The particulars of Audit Committee meetings held during the year 2014-2015 and the attendance of the members are as follows:

Date of meeting

Shri D. N. Davar

Dr. S. R. Jain

Dr. R. C. Vaish

13.05.2014 Present Absent Present24.07.2014 Present Present Present20.10.2014 Present Absent Present

09.01.2015 Present Present Present 27.01.2015 Present Present Present31.03.2015 Present Absent Present

4. NOMINATION AND REMUNERATION COMMITTEE

i) Terms of reference -The terms of the reference of the Nomination and Remuneration Committee in brief are as under:

• Formulate the criteria for determiningqualifications, positive attributes and independence of a director and recommend to the Board, Policy relating to the remuneration for the directors, key managerial personnel and other employees.

• Identifypersonswhoarequalified tobecomedirectors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• Formulation of criteria for evaluation ofIndependent Directors and the Board.


26

• DevisingapolicyonBoarddiversity.

• Recommend to the Board, remunerationincluding salary, perquisite and commission to be paid to the Company’s Managing Director, Joint Managing Director & Whole Time Director on an annual basis as well on their reappointment, wherever applicable.

• Recommend to the Board, the Sitting Fee(including any change) payable to the Non–Executive Directors for attending the meetings of the Board Committee thereof, and, any other benefits such as Commission, if any, payable to the Non-Executive Directors.

• Setting the overall Remuneration Policy andother terms of employment of Directors, wherever required.

ii) Composition of Nomination and Remuneration Committee - The Nomination and Remuneration Committee, constituted by the Board on May 13, 2014, comprised of Shri D. N. Davar as its Chairman, Dr. S. R. Jain, Dr. R. C. Vaish and Shri V.P. Sood as its members. Shri D. D. Atal was inducted as a member of the said Committee by the Board at its meeting held on July 24, 2015. In view of resignation of Dr. S. R. Jain, Shri D. D. Atal and Dr. R. C. Vaish from the Board of Directors with effect from March 31, 2015 and May 10, 2015, respectively, Shri Gautam Dalmia has been inducted as member of the Nomination and Remuneration Committee with effect from May 11, 2015.

The Nomination and Remuneration Committee was previously known as Remuneration Committee.

iii) Meetings and attendance - The particulars of Nomination and Remuneration Committee meetings held during the Financial Year 2014-2015 and the attendance of the members are as follows:

Date of meeting

Shri D. N. Davar

Dr. S. R. Jain

Dr. R. C. Vaish

Shri V.P. Sood

Shri D.D. Atal

13.05.2014 Present Absent Present N.A N.A24.07.2014 Present Present Present Present N.A20.10.2014 Present Absent Present Present Absent27.01.2015 Present Present Present Present Present31.03.2015 Present Absent Present Present Present

iv) Nomination and Remuneration Policy is attached at Annexure – 3 of the Director’s Report.

v) Details of remuneration of Directors are given as part of Annexure – 2 and 6 of the Directors’ Report.

5 STAKEHOLDERS’ RELATIONSHIP COMMITTEE

i) Name of Non-Executive Director heading the Committee: Dr. S. R. Jain, Non-Executive and Independent Director was the Chairman of the

Stakeholders’ Relationship Committee till March 31, 2015. After his resignation from the Board, Shri V. P. Sood, Non-Executive and Independent Director is the Chairman of the Committee with effect from April 01, 2015.

ii) Name and designation of compliance officer

Ms. Rachna Goria, General Manager (Legal) & Company Secretary, is the Compliance Officer.

iii) Investor Complaints received/settled during the year:

Sl. No.

Type of Complaint

Complaints received

Complaints not solved

to the satisfaction

of shareholders

Complaints pending

1. Transfer/Transmission of Shares.

2 N.A. 0

2. Dividend 0 0 0

3. Forfeiture of shares

0 0 0

4. Miscellaneous (change of address, name deletion/non receipt of Annual Report, etc.,)

0 0 0

TOTAL 2 0 0

6. GENERAL BODY MEETINGS

i) Location and time, where Annual General Meetings held in last three years –

AGM DATE & TIME LOCATION WHETHER SPECIAL RESOLUTIONS WERE PASSED

62nd AGM

17th September 2012 at 4.30 P.M.

Company’s Rest House at Rajgangpur-770 017 (Odisha)

No Special Resolution was passed.

63rd AGM



Special Resolution was passed u/s 309(7) of the Companies Act, 1956 for renewal of shareholders decisions to pay commission for a further period of five years to Non- Whole Time Director @ 1% of the net yearly profits of the company.


27

64th AGM



Special Resolution was passed u/s 180(1)(c) of the Companies Act, 2013 for borrowing not exceeding the aggregate of the paid up capital of the company and its free reserves by more than `1,400 Crores.

In the absence of Chairman of the Company, the Annual General Meeting held on 13th September 2014, was chaired by Shri D. D. Atal, Chief Executive Officer and Whole Time Director of the Company and was also attended by him as a member of Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and on behalf of the Chairman of the Audit Committee as authorized by him.

ii) Resolutions passed through Postal Ballot

During the Financial Year 2014-15, following Resolutions were passed through Postal Ballot:

1. Special Resolution pursuant to Section 180(1)(a) of the Companies Act, 2013 authorizing the Board to create mortgage/charge for securing terms loans, debentures, working capital finances or any other instrument aggregating not more than `2500 Crore.

The details of voting pattern are as under:

Promoter/Public

No. of shares held

(1)

No. of votes polled

(2)

% of Votes Polled on

outstanding shares (3) = [(2)/(1)]*100

No. of Votes - in favour

(4)

No. of Votes

against (5)

% of Votes in favouron votes

polled (6)=[(4)/(2)]*100

% of Votes against on

votes polled (7)=

[(5)/(2)]*100Promoter and Promoter Group

4,26,33,855 4,26,33,855 100.00 4,26,33,855 0 100.00 0.00

Public - Institutional holders

3,11,631 0 0.00 0 0 0.00 0.00

Public –Others

1,39,54,734 72,740 0.52 70,239 2,501 96.56 3.44

Total 5,69,00,220 4,27,06,595 75.06 4,27,04,094 2,501 99.99 0.01

2. Special Resolution under Section 42 and 71 of the Companies Act, 2013 to issue of Non -Convertible Debentures on Private Placement basis.

The details of voting pattern are as under:

Promoter/Public

No.ofshares held

(1)

No. ofvotes polled

(2)

% of VotesPolled on

outstandingshares (3) =[(2)/(1)]*100

No.of Votes - in favour

(4)

No.of Votes

against (5)

% of Votesin favouron votes

polled (6)=[(4)/(2)]*100

% of Votes against on

votes polled (7)=

[(5)/(2)]*100

Promoter and Promoter Group

4,26,33,855 4,26,33,855 100.00 4,26,33,855 0 100.00 0.00

Public - Institutional holders

3,69,734 2,00,928 54.34 2,00,928 0 0.00 0.00

Public –Others

1,38,96,631 54,488 0.39 51,811 2,677 95.09 4.91

Total 5,69,00,220 4,28,89,271 75.38 4,28,86,594 2,677 99.99 0.01


28

iii) Person who conducted the Postal Ballot:

The Postal Ballot exercise was conducted by Shri Mohan Ram Goenka, Partner, MR & Associates, Practicing Company Secretary as scrutinizer.

iv) No Special Resolution is currently proposed to be conducted through Postal Ballot.

v) Procedure for Postal Ballot:

Postal Ballot notice is sent to all the shareholders alongwith postal ballot form. The shareholders are given an option to either respond to the postal through mail in the prepaid envelop provided to them or to respond through e-voting process. The scrutinizer complies his report based on receipt of votes either physically or through e-voting. The result is then declared.

7. DISCLOSURES

i) Material Related Party Transactions: There has been no materially significant related party transactions that may have potential conflict with the interests of the Company at large.

ii) There has been no non-compliance by the Company and no penalties, strictures have been imposed on the Company by the stock exchanges or SEBI or any statutory body on any matters related to capital markets during the last 3 years.

iii) Whistle Blower Policy:

The Company has made a Whistleblower Policy for Directors & Employees on the recommendation of Audit Committee and approval by the Board of Directors. The same is disclosed on the Company’s website www.oclindialtd.com.

No person has been denied access to the Audit Committee in terms of the said policy.

iv) Details of compliance with mandatory requirements and adoption of non-mandatory requirements

The Company has complied with all mandatory requirements of clause 49 of the Listing Agreement.

CEO and CFO Certificate in compliance with clause 49 is attached and forms part of this report.

The Company has three different persons appointed to the post of Chairman and Managing Director and CEO.

8. MEANS OF COMMUNICATION

The Company apprises the shareholders through Annual reports, publication of un-audited quarterly results and audited financial results in Economic Times (English) and in Oriya language newspaper. The Company is also giving information about its products through its Web site www.oclindialtd.in and www.ocl.in.

9. GENERAL SHAREHOLDER INFORMATION

i) General information

Registered Office

: Rajgangpur - 770 017 (Odisha)

Corporate Office

: 17Th Floor, Narain Manzil23, Barakhamba RoadNew Delhi-110 001

Details of Plant location

: Cement and Refractory At/PO: RajgangpurDist: SundargarhOdisha 770017.

Kapilas Cement Manufacturing WorksAt: Biswali, P.O.: Barunia, Dist: CuttackOdisha-754082

OCL Bengal Cement WorksAt Village: Kulapachuria, PO: Beuncha, Via: Godapiasal, PS: Salboni, Dist: Paschim Midnipur, West Bengal, Pin-721 129

Financial year : 1st April to 31st March

Annual General Meeting Date, time and Venue

: 18th September, 2015 at 3.30 PM,Rest House of the Company at Rajgangpur-770017, Dist. Sundargarh (Odisha State).

Book Closure : 12th September 2015 to 18th September 2015 (both days inclusive).

Dividend payment

: Dividend will be paid after 18th

September, 2015 subject to declaration by the shareholders at the Annual General Meeting.

ii) Share Transfer system and Registrars & share Transfer Agents

Pursuant to directions of SEBI the facility to hold the Company’s shares in electronic form is made available to the shareholders as the Company has joined both Depositories namely NSDL and CDSL. Share Transfer Documents for physical transfer and requests for dematerialization of shares are sent to the Company’s Registrars M/s C B Management Services (P) Limited at P-22 Bondel Road, Kolkata- 700 019.

iii) Listing on Stock Exchanges

The Company’s equity shares continue to be listed and actively traded on National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

Name of the Stock Exchange

Code for Equity shares

The Bombay Stock Exchange Limited

502165

The National Stock Exchange of India Limited

OCL


29

iv) GDRs/ADRs/Warrants

There are no outstanding GDRs/ADRs/Warrants or any convertible instruments.

v) Share prices as per quotations of Bombay Stock Exchange Limited & National Stock Exchange of India Limited

Bombay Stock Exchange Limited National Stock Exchange of India Limited

Month High (`) Low (`) High (`) Low (`)

April 2014 191.90 171.95 193.00 174.00

May 2014 238.65 163.15 238.45 163.00

June 2014 306.00 223.30 308.30 226.00

July 2014 320.00 270.90 321.00 265.40

August 2014 327.15 260.10 326.00 248.90

September 2014 335.00 295.60 337.00 282.65

October 2014 332.40 296.90 331.80 305.15

November 2014 330.00 300.00 330.00 295.15

December 2014 498.90 316.90 498.00 316.05

January 2015 558.70 421.05 558.80 425.10

February 2015 685.00 475.00 668.00 475.20

March 2015 504.00 405.05 504.90 402.00

vi) Distribution of Shareholding as on 31st March 2015

Range No. of Shareholders % of Shareholders No. of Shares % of Shares

1-100 5,284 51.76 2,21,510 0.39

101-250 1,541 15.09 2,75,003 0.48

251-500 1,239 12.14 4,93,634 0.87

501-1000 971 9.51 7,43,157 1.31

1001-2000 613 6.00 8,75,797 1.54

2001-3000 208 2.03 5,25,731 0.92

3001-4000 93 0.91 3,25,097 0.57

4001-5000 61 0.60 2,83,954 0.49

5001-10000 104 1.02 6,97,788 1.23

10001 & ABOVE 95 0.93 5,24,58,549 92.19

TOTAL 10,209 100.00 5,69,00,220 100.00


30

vii) Performance in comparison to broad-based indices, i.e., BSE Sensex and S&P CNX Nifty.

OCL Share Price on BSE vis a vis BSE Sensex April 2014 - March 2015

Months BSE Sensex CloseOCL Share Price (on BSE)

High ` Low ` Close `

April 2014 22,417.80 191.90 171.95 174.00

May 2014 24,217.34 238.65 163.15 226.45

June 2014 25,413.78 306.00 223.30 293.40

July 2014 25,894.97 320.00 270.90 285.25

August 2014 26,638.11 327.15 260.10 304.05

September 2014 26,630.51 335.00 295.60 311.50

October 2014 27,865.83 332.40 296.90 309.15

November 2014 28,693.99 330.00 300.00 323.75

December 2014 27,499.42 498.90 316.90 442.20

January 2015 29,182.95 558.70 421.05 528.25

February 2015 29,361.50 685.00 475.00 480.25

March 2015 27,957.49 504.00 405.05 453.95

OCL Share Price on BSE vis a vis BSE Sensex

OC

L S

hare

Pri

ce o

n B

SE

(Clo

sing

)

BS

E S

EN

SE

X

Ap

r-14

May

-14

Jun-

14

Jul-

14

Aug

-14

Sep

-14

Date

Oct

-14

No

v-14

Dec

-14

Jan-

15

Feb

-15

Mar

-15

30000

29500

29000

28500

28000

27500

27000

26500

26000

25500

25000

24500

24000

23500

23000

22500

22000

550

500

450

400

350

300

250

200

150

BSE Sensex OCL Share Price (on BSE Close)


31

OCL Share Price ` (on NSE) vis a vis S&P CNX NiftyApril 2014 - March 2015

Months S & P CNX Nifty Close

OCL Share Price (on NSE)

High ` Low ` Close `

April 2014 6,696.40 193.00 174.00 174.00

May 2014 7,229.95 238.45 163.00 226.70

June 2014 7,611.35 308.30 226.00 292.50

July 2014 7,721.30 321.00 265.40 286.60

August 2014 7,954.35 326.00 248.90 303.75

September 2014 7,964.80 337.00 282.65 312.85

October 2014 8,322.20 331.80 305.15 310.25

November 2014 8,588.25 330.00 295.15 325.10

December 2014 8,282.70 498.00 316.05 442.50

January 2015 8,808.90 558.80 425.10 530.35

February 2015 8,901.85 668.00 475.20 481.10

March 2015 8,491.00 504.90 402.00 449.75

OCL Share Price on NSE vis a vis S&P CNX Nifty

OC

L S

hare

Pri

ce `

on

NS

E (C

losi

ng)

Date

Ap

r-14

May

-14

Jun-

14

Jul-

14

Aug

-14

Sep

-14

Oct

-14

No

v-14

Dec

-14

Jan-

15

Feb

-15

Mar

-15

9000

8800

8600

8400

8200

8000

7800

7600

7400

7200

7000

6800

6600

550

500

450

400

350

300

250

200

150

S&P CNX Nifty OCL Share Price (on NSE ) Close

S&

P C

NX

NIF

TY


32

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

TO THE SHAREHOLDERS OF OCL INDIA LIMITED

1) We have examined the compliance of conditions of Corporate Governance by OCL India Limited (“the Company”) for the year ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

2) The Compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to the review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3) In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

4) We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For V. Sankar Aiyar & Co.

Chartered Accountants

ICAI FRN: 109208W

(M. S. Balachandran)

Partner

Membership No. 024282

Place: New Delhi

Date: May 11, 2015

Declaration by Mr. M. Singhi, CEO and Whole Time Director

TO

THE MEMBERS OF OCL INDIA LIMITED

Based on the affirmation provided by the Directors and persons in Senior Management of the Company, it is declared that all the Board members and Senior Management personnel are complying with the Code of Conduct framed by the Company for the Directors and Senior Management.

For OCL India Limited

M. Singhi

CEO & Whole Time Director

Dated: May 11, 2015


33

THE BOARD OF DIRECTORS

OCL INDIA LIMITED

NEW DELHI

Dear Sir(s),

Sub: Certificate in terms of Clause 49 of the Listing Agreement.

In accordance with the revised clause 49 of the Listing Agreement, we certify that:

a) We have reviewed financial statements for the Year ended 31st March 2015 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March 2015 which are fraudulent, illegal or violative of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and there are no deficiencies in the design or operation of such internal controls of which we are aware.

d) There are no

a. significant changes in internal control over financial reporting during the year ended 31st March 2015.

b. significant changes in accounting policies during the year ended 31st March 2015 and,

c. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Yours Sincerely,

(D. N. Singh) (Mahendra Singhi)

CFO & Executive Director (Finance) CEO & Whole Time Director


34

Annexure -1Form AOC - 1Pursuant to first proviso to sub-section (3) of Section 129 of Companies Act,2013 read with Rule 5 of Companies (Accounts) Rules, 2014

A Subsidiaries

(In Lakhs)

Sl. No. Particulars OCL GLOBAL LTD. OCL CHINA LTD. ODHISA CEMENT LTD.

1 Financial Year ending on # 31.03.2015 31.03.2015 31.03.2015 31.03.2015 31.03.20152 Reporting Currency INR USD INR RMB INR

3 Exchange Rates (As on 31.03.2015)

63.06 - 10.32 -

4 Exchange Rates (Average rate 2014-15)

61.58 - 10.02 -

5 Share Capital 1,347.88 28.30 2,441.13 404.29 5.00 6 Share Application Money - - 7 Reserves 4,658.50 73.64 2,022.93 109.28 (0.55)8 Liabilities 1,653.46 26.22 4,633.87 448.89 0.18 9 Total Liabilities 7,659.84 128.16 9,097.93 962.46 4.63 10 Total Assets 7,659.84 128.16 9,097.93 962.46 4.63 11 Investments * 2,831.81 51.60 - - - 12 Turnover 9,407.97 152.77 7,477.35 746.50 13 Profit Before Taxation 299.74 4.87 (138.56) (22.90) (0.10)14 Provision for Taxation - - - - 0.09 15 Profit After Taxation 299.74 4.87 (138.56) (22.90) (0.19)16 Proposed Dividend - - - - - 17 Percentage of Shareholding 100.00 90.00 100.00

# Financial year of OCL China Ltd. ends on 31.12.2014, however, to coincide with the financial year of OCL India Ltd. the accounts have been drawn and audited upto 31.03.2015

* Investment in OCL China Ltd. `2,831.81 Lacs

Note:

1) Assets and Liabilities for Balance Sheet Items of foreign subsidiaries are translated at the applicable rate.

2) Income and Expense items of foreign subsidiaries are translated at the average exchange rate during 2014-15.

3) Share Capital of Foreign Subsidiaries is translated at the exchange rate existing at the date of transaction.

B. Following Joint Venture has been consolidated on proportionate basis:

Name of the Company Country of Incorporation Proportion of Ownership Interest as at March 31, 2015

Radhikapur (West) Coal Mining Private Limited

India 7.029%

i) The Joint Venture is a jointly controlled entity with the joint control over finance and management by all the JV Shareholders,which is clearly spelt out in the Memorandum and Articles of the Joint Venture Company. Radhikapur (West) Coal Block has been allotted to three venturers viz. Rungta Mines Limited, Ocean Ispat Private Limited and OCL India Limited by Govt. of India, Ministry of Coal vide their letter No. 13016/77/2006-CA-I dated 21st December, 2009.

(Please refer note no. 29.7 of Standalone Financial Statements & note no. 30.6 of Consolidated Financial Statements)


35

ii) Details of OCL India Limited’s share of assets and liabilities in the Joint Venture included in the Consolidated Finan-cial Statements are as follows:

(` In lakhs)

ParticularsAs at

March 31, 2015 (unaudited)

As at March 31, 2014

(unaudited)

EQUITY & LIABILITIES

Current Liabilities

Trade payables 0.31 0.92

Other current liabilities 0.02 0.02

Total 0.33 0.94 ASSETSNon-current AssetsTangible assets 0.10 0.22 Pre-Operative Expenses (refer note no. 12) 54.10 63.02

Long-term loans and advances 149.79 149.80

Current Assets

Cash & bank balances 138.17 130.97 Short -term loans and advances 4.29 3.28

Other current assets 5.33 5.11

Total 351.78 352.40

This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under pre-operative expenses.


36

Annexure -2

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- L26942OR1949PLC000185

ii) Registration Date: 11th October 1949

iii) Name of the Company: OCL INDIA LIMITED

iv) Category / Sub-Category of the Company: Manufacturing

v) Address of the Registered office and contact details:

Address: AT/PO/PS – Rajgangpur, District Sundargarh, Odisha - 770 017

Contact No: 06624 - 221212

vi) Whether listed company Yes / No: YES

vii) Name, Address and Contact details of Registrar and Transfer

Agent, if any:

C.B. Management Services (P) Limited

P-22, Bondel Road,

Kolkata – 700 019

Ph No: 033 40116700, 22806692

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services

NIC Code of the Product/service % to total turnover of the company

1) Cement 2394 84%2) Refractory 2391 16%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No.

Name and Address ofthe Company

CIN/GLN Holding/Subsidiary/Associate

% of shares held

Applicable Section

1) OCL GLOBAL LIMITED

44, St George Street,Port-Louis, Mauritius.

N. A. Wholly Owned 100 2(87) of Companies Act, 2013

2) OCL CHINA LIMITED

Nanlou Economic Development Zone, Chenjia Village, Dashiqiao - 115103, Liaoning, China

N. A Step Down Subsidiary (Subsidiary of OCL Global Limited)

OGL holds 90% shares in OCL China

2(87) of Companies Act, 2013

3) ODISHA CEMENT LIMITED

AT/PO/PS: - Rajgangpur,, Dist:- Sundargarh, Odisha, Pin-770017

U14200OR2013PLC017132 Wholly Owned 100 2(87) of Companies Act, 2013

Form MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]


37

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year (01.04.2014)

No. of Shares held at the end of the year (31.03.2015)

% Change during

the year Category of

ShareholderDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

A) Promoter 1 Indian (a) Individuals/ HUF 1,68,874 0 1,68,874 0.30 1,10,541 0 1,10,541 0.19 0.10

(b) Central Government

(c) State Government(s)

(d) Bodies Corporate 2,73,12,107 0 2,73,12,107 48.00 4,24,79,273 0 4,24,79,273 74.66 26.66

(e) Bank/Financial Institutions

(f) Any Other (specify)

(f-i) Trust-I 1,27,77,856 0 1,27,77,856 22.46 0 0 0.00 22.46

(f-ii) Trust-II 20,708 0 20,708 0.04 20,708 0 20,708 0.04 0.00

Sub Total(A)(1) 4,02,79,545 0 4,02,79,545 70.79 4,26,10,522 0 4,26,10,522 74.89 4.102 Foreign (a) NRIs-Individuals 23,54,310 0 23,54,310 4.14 0 0 0 0.00 4.14(b) Other-Individuals (c) Bodies

Corporate (d) Bank/Financial

Institutions (e) Any Other

(specify) Sub Total(A)(2) 23,54,310 0 23,54,310 4.14 0 0 0 0.00 4.14

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 4,26,33,855 0 4,26,33,855 74.93 4,26,10,522 0 4,26,10,522 74.89 0.04

B) Public shareholding

1 Institutions (a) Mutual Funds (b) Bank/Financial

Institutions 30,255 32,245 62,500 0.11 48,144 32,245 80,389 0.14 0.03(c) Central Govt (d) State Govt(s) (e) Venture Capital

Funds (f) Insurance

Companies (g) Foreign

Institutional Investors (FII) 2,26,473 300 2,26,773 0.40 2,93,776 300 2,94,076 0.52 0.12


38

No. of Shares held at the beginning of the year (01.04.2014)

No. of Shares held at the end of the year (31.03.2015)

% Change during

the year Category of

ShareholderDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

(h) Foreign Venture Capital Funds

(i) Others (specify) (i-i) UTI 0 17,500 17,500 0.03 0 17,500 17,500 0.03 0.00

Sub-Total (B)(1) 2,56,728 50,045 3,06,773 0.54 3,41,920 50,045 3,91,965 0.69 0.15

B 2 Non-institutions (a) Bodies

Corporate i) Indian 52,60,965 13,80,839 66,41,804 11.67 45,81,080 6,98,339 52,79,419 9.28 2.39ii) Overseas

(b) Individuals

i) Individual shareholders holding nominal share capital up to `1 lakh 43,27,124 13,21,808 56,48,932 9.93 34,86,878 12,80,174 47,67,052 8.38 1.55

ii) Individual shareholders holding nominal share capital in excess of `1 lakh. 12,72,308 1,30,310 14,02,618 2.47 33,00,244 1,30,310 34,30,554 6.03 3.56

(c) Others (specify)

(c-i) NRI 1,60,863 19,635 1,80,498 0.32 1,33,715 1,9,635 1,53,350 0.27 0.05

(c-ii) Foreign National 0 17,080 17,080 0.03 0 17,080 17,080 0.03 0.00

(c-iii) Clearing Member 68,660 0 68,660 0.12 2,50,278 0 2,50,278 0.44 0.32

Sub-Total (B)(2) 1,10,89,920 28,69,672 1,39,59,592 24.53 1,17,52,195 21,45,538 1,38,97,733 24.42 0.11

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 1,13,46,648 29,19,717 1,42,66,365 25.07 1,20,94,115 21,95,583 1,42,89,698 25.11 0.04

TOTAL (A)+(B) 5,39,80,503 29,19,717 5,69,00,220 100.00 5,47,04,637 21,95,583 5,69,00,220 100.00 0.00(C) Shares held by

Custodians for GDRs & ADRs

Sub-Total ( C ) GRAND TOTAL

(A)+(B)+(C) 5,39,80,503 29,19,717 56,900,220 100.00 5,47,04,637 21,95,583 5,69,00,220 100.00 0.00

II) Shareholding of Promoters


39

Shareholding at the beginning of the year ( 01.04.2014 )

Shareholding at the end of the year (31.03.2015)

Sl No.

Shareholder’s Name No of Shares

% of total

shares of Company

% of shares Pledged/

encumbered to total shares

No of Shares

% of total shares of Company

% of shares Pledged /

encumbered to total shares

% change in shareholding

during the year

1) Shri Mridu Hari Dalmia 23,54,310 4.14 0.00 0 0.00 0.00 4.142) Mridu Hari Dalmia

Parivar Trust (*) 1,27,77,856 22.46 0.00 0 0.00 0.00 22.463) Dalmia Cement

(Bharat) Ltd. 2,73,12,107 48.00 0.00 4,24,79,273 74.66 51.00 26.664) Smt Usha Devi

Jhunjhunwala 58333 0.10 0.00 0 0.00 0.00 0.105) Gautam Dalmia (HUF) 110541 0.19 0.00 1,10,541 0.19 0.00 0.006) Shri Gautam Dalmia

(C/o Sumana Trust) 20708 0.04 0.00 20,708 0.04 0.00 0.00 Total 4,26,33,855 74.93 0.00 4,26,10,522 74.89 51.00 0.04

Note : (*) More than one folio clubbed

Change in Promoter’s Shareholding (please specify if there is no change

Shareholding at the beginning of the year

(01.04.2014 )

Cumulative Shareholding during the year (01.04.2014

to 31.03.2015 )

Sl. No.

Folio no. Name Remarks Shareholding / Transaction

Date

No. of Shares

% of total shares of the

Company

No.of Shares


Company

1) IN30292710174912 DALMIA CEMENT (BHARAT) LIMITED

At the begining of the year

4/1/2014 2,73,12,107 48.00 2,73,12,107 48.00

Increase 2/27/2015 1,51,67,166 26.66 4,24,79,273 74.66

At the end of the year

3/31/2015 4,24,79,273 74.66

2) IN30048412807216 MRIDU HARI DALMIA


4/1/2014 84,36,235 14.83 84,36,235 14.83

Decrease 2/20/2015 84,36,235 14.83 0 0.00


3/31/2015 0 0.00



4/1/2014 35,39,083 6.22 35,39,083 6.22

Decrease 2/20/2015 35,39,083 6.22 0 0.00


3/31/2015 0 0.00



4/1/2014 23,54,310 4.14 23,54,310 4.14

Decrease 2/20/2015 23,54,310 4.14 0 0.00


3/31/2015 0 0.00


40

Shareholding at the beginning of the year

(01.04.2014 )


to 31.03.2015 )

Sl. No.

Folio no. Name Remarks Shareholding / Transaction

Date

No. of Shares


Company

No.of Shares


Company



4/1/2014 8,02,538 1.41 8,02,538 1.41

Decrease 2/20/2015 8,02,538 1.41 0 0.00


3/31/2015 0 0.00

6) IN30009510778316 GAUTAM DALMIA At the begining of the year

4/1/2014 1,10,541 0.19 1,10,541 0.19


3/31/2015 1,10,541 0.19

7) IN30036022450239 USHA JHUNJHUNWALA


4/1/2014 58,333 0.1 5,83,33 0.10

Decrease 3/20/2015 58,333 0.1 0 0.00


3/31/2015 0 0.00

8) IN30009510768234 GAUTAM DALMIA At the begining of the year

4/1/2014 20,708 0.04 20,708 0.04


3/31/2015 20,708 0.04

Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS)

Shareholding at the beginning of the

year (01.04.2014 )


to 31.03.2015)Sl. No.

Folio no. Name - For each of the Top 10 Shareholders

Remarks Shareholding / Transaction

Date

No. of Shares


Company

No. of Shares


Company

1) IN30039415932965 DHARTI INVESTMENTS AND HOLDINGS LIMITED


4/1/2014 34,77,142 6.11 34,77,142 6.11

Decrease 7/18/2014 3,676 0.01 34,73,466 6.10

Decrease 7/25/2014 4,769 0.01 34,68,697 6.10

Decrease 8/1/2014 17,696 0.03 34,51,001 6.07

Decrease 8/8/2014 9,317 0.02 34,41,684 6.05

Decrease 8/15/2014 36,128 0.06 34,05,556 5.99

Decrease 8/22/2014 29,972 0.05 33,75,584 5.93


3/31/2015 33,75,584 5.93

2) 030954 SHREEVALLABH ORTHOPAEDIC INSTRUMENTS P LTD


4/1/2014 6,82,500 1.20 6,82,500 1.20


3/31/2015 6,82,500 1.20


41


year (01.04.2014 )


to 31.03.2015)Sl. No.



Date

No. of Shares


Company

No. of Shares


Company

3) 030955 YUGALSHREE TONICS AND FOODS PVT LTD


4/1/2014 6,82,500 1.20 6,82,500 1.20

Decrease 11/28/2014 6,82,500 1.20 0.00 0.00


3/31/2015 0.00 0.00

4) IN30125028736760 SHREE TIRUPATI COMMERCIAL CO PVT LTD


4/1/2014 4,24,066 0.75 4,24,066 0.75

Decrease 10/24/2014 4,24,066 0.75 0 0.00


3/31/2015 0 0.00

5) IN30260310080769 SHREEVALLABH ORTHOPAEDIC INSTRUMENTS PVT. LTD.


4/1/2014 3,58,218 0.63 3,58,218 0.63


3/31/2015 3,58,218 0.63

6) IN30009510097580 RINA JAIN At the begining of the year

4/1/2014 2,74,569 0.48 2,74,569 0.48

Decrease 7/4/2014 1,569 0.00 2,73,000 0.48

Decrease 7/11/2014 8,700 0.02 2,64,300 0.46

Decrease 8/15/2014 548 0.00 2,63,752 0.46

Decrease 8/22/2014 452 0.00 2,63,300 0.46

Decrease 8/29/2014 250 0.00 2,63,050 0.46

Decrease 9/6/2014 148 0.00 2,62,902 0.46

Decrease 9/12/2014 3,902 0.01 2,59,000 0.46


3/31/2015 2,59,000 0.46

7) IN30009510127636 SUSHMA JAIN At the begining of the year

4/1/2014 2,74,568 0.48 2,74,568 0.48

Decrease 7/4/2014 1,568 0.00 2,73,000 0.48

Decrease 7/11/2014 8,700 0.02 2,64,300 0.46

Decrease 8/8/2014 100 0.00 2,64,200 0.46

Decrease 8/15/2014 900 0.00 2,63,300 0.46

Decrease 8/29/2014 250 0.00 2,63,050 0.46

Decrease 9/5/2014 368 0.00 2,62,682 0.46

Decrease 9/12/2014 3,682 0.01 2,59,000 0.46


3/31/2015 2,59,000 0.46

8) IN30260310080752 YUGALSHREE TONICS AND FOODS PVT. LTD.


4/1/2014 2,08,635 0.37 2,08,635 0.37

Decrease 10/24/2014 2,08,635 0.37 0 0.00


3/31/2015 0 0.00


42


year (01.04.2014 )


to 31.03.2015)Sl. No.



Date

No. of Shares


Company

No. of Shares


Company

9) IN30009510097563 LAxMI JAIN At the begining of the year

4/1/2014 1,49,533 0.26 1,49,533 0.26

Decrease 7/4/2014 1,568 0.00 1,47,965 0.26

Decrease 7/11/2014 8,700 0.02 1,39,265 0.24

Decrease 8/8/2014 37 0.00 1,39,228 0.24

Decrease 8/15/2014 479 0.00 1,38,749 0.24

Decrease 8/22/2014 484 0.00 1,38,265 0.24

Decrease 8/29/2014 250 0.00 1,38,015 0.24

Decrease 9/6/2014 251 0.00 1,37,764 0.24

Decrease 9/12/2014 3,799 0.01 1,33,965 0.24


3/31/2015 1,33,965 0.24

10) IN30133020537174 YUGALSHREE TONICS AND FOODS PVT LTD


4/1/2014 1,48,021 0.26 1,48,021 0.26

Decrease 10/24/2014 1,48,021 0.26 0 0.00


3/31/2015 0 0.00

11) IN30260310178476 ASHISH JHUNJHUNWALA


4/1/2014 0 0.00 0 0.00

Purchase 10/31/2014 7,53,642 1.32


3/31/2015 7,53,642 1.32

12) IN30133021439915 SANDIP JHUNJHUNWALA


4/1/2014 0 0.00 0 0.00

Purchase 12/8/2014 6,82,500 1.20


3/31/2015 6,82,500 1.20

13) IN30260310178468 SANDIP JHUNJHUNWALA


4/1/2014 0 0.00 0 0.00

Purchase 10/31/2014 2,51,797 0.44


3/31/2015 2,51,797 0.44

14) IN30047640314310 MEENU BHANSHALI


4/1/2014 0 0.00 0 0.00

Purchase 3/27/2015 2,11,000 0.38

Increase 3/31/2015 7,199 0.01 2,18,199 0.38


3/31/2015 2,18,199 0.38

15) IN30047640475945 TALMA CHEMICAL INDUSTRIES PVT LTD


4/1/2014 0 0.00 0 0.00

Increase 3/20/2015 76,000 0.13 1,53,500 0.27


43


year (01.04.2014 )


to 31.03.2015)Sl. No.



Date

No. of Shares


Company

No. of Shares


Company


3/31/2015 1,53,500 0.27

Shareholding Pattern of Directors and Key Managerial Personnel

Shareholding at the beginning of

the year (01.04.2014)

Cumulative Shareholding

during the year (01.04.2014 to

31.03.2015)

Sl.No. Folio no. Name - For each of the Directors and KMP

Remarks Shareholding / Transaction Date

No. of Shares

% of total shares of the Company

No.of Shares

% of total shares of the Company

1) 1202650000011065 VED PRAKASH SOOD


4/1/2014 24,700 0.04 24,700 0.04

Decrease 6/13/2014 700 0.00 24,000 0.04

Decrease 12/11/2014 1,500 0.00 22,500 0.04

Decrease 12/12/2014 4,000 0.01 18,500 0.03

Decrease 12/31/2014 500 0.00 18,000 0.03

Decrease 1/16/2015 500 0.00 17,500 0.03

Decrease 2/13/2015 250 0.00 17,250 0.03

Decrease 2/27/2015 2,250 0.00 15,000 0.03

Decrease 3/6/2015 2,000 0.00 13,000 0.02

Decrease 3/13/2015 8,000 0.01 5,000 0.01


3/31/2015 5,000 0.01

2) IN30154914384552 DHARMENDAR NATH DAVAR


4/1/2014 1,500 0.00 1,500 0.00


3/31/2015 1,500 0.00


44

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in Crore)

Secured Loansexcludingdeposits

UnsecuredLoans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

720.46Nil

8.47

NilNilNil

15.07Nil

1.08

735.53Nil

9.55

Total (i+ii+iii) 728.93 Nil 16.15 745.08Change in Indebtedness during the financial year• Addition• Reduction

875.39276.70

NilNil

Nil16.14

875.39292.84

Net Change 598.69 Nil (16.14) 582.545Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

1,319.12Nil

8.49

NilNilNil

NilNilNil

1319.12Nil

8.49

Total (i+ii+iii) 1,327.61 Nil Nil 1,327.61

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in Crore)

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Shri Gaurav Dalmia (MD)

Shri D. D. Atal (CEO & WTD)

---- ----

1) Gross salary(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961(c) Profits in lieu of salary under section 17(3)

Income Tax Act, 1961

1.69

0.08

-

2.50

0.17

-

4.19

0.25

-

2) Stock Option - -3) Sweat Equity - -4) Commission

- as % of profit- others, specify…

1.50 - 1.50

5) Others, please specify -Total (A) 3.27 2.67 5.94Ceiling as per the Act 8.69

B. Remuneration to other directors:(` in Crore)

Sl. No.

Particulars of Remuneration Name of Directors Total Amount

Shri D. N. Davar

Dr. S. R. Jain

Dr. R. C. Vaish

Shri V. P. Sood

Shri Puneet YaduDalmia

1) Independent Directors- Fee for attending board /

committee meetings- Commission- Others, please specify

0.08

0.10

0.04

0.08

0.08

0.08

0.06

0.06

0.03

0.06

0.29

0.38Total (1) 0.18 0.12 0.16 0.12 0.09 0.67


45

2. Other Non-Executive Directors

- Fee for attending board / committee meetings

- Commission- Others, please specify

Shri P. K. Khaitan

0.03

0.13

0.03

0.13Total (2) 0.16 - - - - 0.16Total (B)=(1+2) 0.34 0.12 0.16 0.12 0.09 0.81Total Managerial Remuneration 6.44Overall Ceiling as per the Act 19.12

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. No.

Particulars of Remuneration Key Managerial Personnel

CEO (Also WTD covered in A. above)

Company Secretary

CFO Total

1) Gross salary(a) Salary as per provisions contained

in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

0.15

0.003

0.03

0.6

0.009

0.14

0.75

0.01

0.17

2) Stock Option3) Sweat Equity4) Commission

- as % of profit- others, specify

5) Others, please specifyTotal 0.18 0.75 0.93

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give Details)

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding


46

Annexure -3OCL INDIA LIMITED

Regd. Office: At/Po/Ps: Rajgangpur, Dist: Sundargarh, Odisha-770017CIN: L26942OR1949PLC000185Tel. No. :(06624)221212, 220121


NOMINATION AND REMUNERATION POLICY

On the recommendation of Nomination and Remuneration Committee, approved by the Board of Directors at its meeting held on July 24, 2014.

1. OBJECTIVE:

To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

To guide the Board in relation to appointment and removal of Directors, Key Managerial and Senior Management Personnel.

To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the cement industry.

To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

To retain, motivate and promote talent and to ensure long term sustainability of talented managerial personnel and create competitive advantage.

2. APPLICABILITY:

The Policy shall be applicable to:

a) Key Managerial Personnel, which means.

i) Directors (Executive and Non Executive)

ii) Company Secretary.

iii) Chief Financial Officer.

iv) Such other person as may be prescribed.

b) Senior Management, which means:-

i) Personnel of the Company who are members of its core management team excluding Board of Directors. This would also include all members of management one level below the executive

directors including all functional heads, for the purpose of Clause 49 of the listing agreement.

3. CONSTITUTION OF COMMITTEE:

i) The Committee shall consist of minimum 3 Non-Executive Directors and majority of them being Independent Director.

ii) Minimum two members shall constitute a quorum for the meeting.

iii) Constitution and membership of the Committee shall be disclosed in the Annual Report of the Company.

4. ROLE OF THE COMMITTEE:

i) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

ii) Recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial and Senior Management Personnel or other employees.

iii) Formulation of criteria for evaluation of Independent Directors and Board.

iv) Devising a policy on Board diversity.

v) Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

vi) Any other matter as the Board may decide from time to time.

5. DUTIES OF COMMITTEE:

The duty of the Committee covers the matters relating to nomination and remuneration of the Directors, Key Managerial and Senior Management Personnel of the Company.

A) Nomination matters includes:

i) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness;

ii) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment as per the provisions of Companies Act 2013;


47

iii) Identifying and recommending Directors who are to be put forward for retirement by rotation.

iv) Determining the appropriate size, diversity and composition of the Board as per the provisions of Companies Act 2013.

v) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

vi) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan;

vii) Evaluating the performance of the Board members and Senior Management in the context of the Company’s performance from business and compliance perspective;

viii) Delegating any of its powers to one or more of its members or the Secretary of the Committee;

ix) Recommend any necessary changes to the Board.

x) Considering any other matters as may be requested by the Board.

B) Remuneration matters includes:

i) To consider and determine the Remuneration, based on the principles of (i) pay for responsibilities, (ii) pay for performance and potential and (iii) pay for growth and ensure that the remuneration fixed is reasonable and sufficient to attract, retain and motivate the members.

ii) To take into account, financial position of the Company, trend in the Industry, appointee’s qualification, experience, past performance, past remuneration, etc.

iii) To bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

iv) To consider other factors as the Committee shall deem appropriate for elements of the remuneration of the members of the Board and ensure compliance of provisions of Companies Act 2013 and other applicable laws.

v) To ensure that a balance is maintained between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company in the remuneration of Senior Management and Key Managerial Personnel.

vi) To consider any other matters as may be requested by the Board;

vii) Professional indemnity and liability insurance for Directors and senior management.

The Remuneration policy will be disclosed in the Annual Report of the Company.

6. General: This Remuneration Policy shall apply to all future employment agreements with members of Company’s Senior Management including Key Managerial Personnel and Board of Directors. In other respects, the Remuneration Policy shall be of guidance for the Board. Any or all the provisions of this Policy would be subject to the revision/ amendment in the Companies Act, 2013, related rules and regulations, guidelines and the Listing Agreement on the subject as may be notified from time to time. Any such amendment shall automatically have the effect of amending this Policy without the need of any approval by the Nomination and Remuneration Committee and/or the Board of Directors. However, any such amendment shall be annexed to this Policy and put on the website of the Company for ready reference of all concerned persons and placed before the Nomination and Remuneration Committee and the Board of Directors in the next meeting.

D. N. DavarChairman, Nomination and Remuneration Committee


48

Annexure -4

On the recommendation of Nomination and Remuneration Committee, approved by the Board of Directors at its meeting held on October 20, 2014.

BACKGROUND

OCL India Limited (hereinafter referred as the ‘Company’) believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and, ethical behavior and in complete compliance of laws.

Pursuant to the various provisions of the Companies Act, 2013 and rules thereunder and Clause 49 of the Listing Agreement, these criteria for performance evaluation of Board, its Committees and Directors are being laid down.

AUTHORITY FOR LAYING DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF BOARD, ITS COMMIT-TEES AND DIRECTORS

The Nomination and Remuneration Committee of the Company shall be the authority to lay down the criteria for performance evaluation of the Board, its Committees and Directors, which shall be approved by the Board. The criteria shall be monitored and reviewed by the Nomination and Remuneration Committee and the Board from time to time.

AUTHORITY FOR CARRYING OUT THE PERFORMANCE EVALUATION

The performance evaluation shall be done by the entire Board excluding the Director being evaluated.

COMPLIANCES

1) The performance evaluation shall be done annually.

2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the Independent Director.

3) In the Board’s Report a statement shall be given indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

PROCESS OF EVALUATION OF BOARD, ITS COMMIT-TEES AND INDIVIDUAL DIRECTORS

1) Each Director shall complete an evaluation sheet by giving appropriate rating number related to each of the criteria mentioned below that most closely reflects:

a) Performance of individual peer directors;

b) Overall performance of the Board/Committee(s);

c) Performance of Independent Director.

OCL INDIA LIMITEDRegd. Office: At/Po/Ps: Rajgangpur, Dist: Sundargarh, Odisha-770017

CIN: L26942OR1949PLC000185Tel. No. :(06624)221212, 220121


2) For each of the criteria, rating number ranges between 1 and 5 as follows:

Rating Number

Indication

1 Indicating minimum positive.5 Indicating maximum positive.0 Indicating where a particular criteria is

not applicable or Director does not have enough knowledge or information.

3) Separate sheet shall be provided to each Director for evaluation.

4) The ratings shall be compiled and placed before the Board for discussions and evaluation.

5) The evaluation exercise shall be completed within a time frame.

RATING CRITERIA (Ratings from 1 to 5)

INDIVIDUAL PEER REVIEW (By all Directors)

a) Whether the Director uphold ethical standards of honesty and virtue?

b) Whether the Director has appropriate qualifications to meet the objectives of the Company?

c) Whether the Director has financial, accounting or business literacy / skills?

d) Whether the Director has the industry knowledge, in which the Company does business?

e) How actively and successfully does the Director refresh his knowledge and skill and is the Director up-to-date with the latest developments in areas such as the corporate governance framework and financial reporting and in the industry and market conditions?

f) How well prepared and well informed is the Director for Board/Committee meetings?

g) Does the Director show willingness to spend time and effort learning about the Company and its business?

h) Is the attendance of the Director at Board/Committee meetings satisfactory?

i) Does the Director actively participate in the Board/Committee meetings?

j) Can the Director present his views convincingly, yet diplomatically?

k) Can the Director listen to the views of others?

Criteria for Performance Evaluation of Board its Committees and Directors


49

I) How cordial is the Director’s relationship with other Board/Committee members and Senior Management?

m) What has been the quality and value of the Director’s contributions at the Board/Committee meetings?

n) What has been the Director’s contribution to the development of strategy and risk management and how successfully the Director has brought his knowledge and experience to bear in the consideration of these areas?

o) Where necessary, how resolute is the Director in holding to his views and resisting pressure from others?

p) How effectively has the Director followed up matters about which he has expressed concern?

q) How well does the Director communicate with other Board/Committee members, senior management and others?

BOARD/COMMITTEE EVALUATION (By all Directors)

1) Whether Board/Committee has diversity of experiences, backgrounds & appropriate composition?

2) Whether Board/Committee monitors compliance with corporate governance laws, regulations and guidelines?

3) Whether Board/Committee demonstrates integrity, credibility, trustworthiness, an ability to handle conflict constructively, and the willingness to address issues proactively?

4) Whether Board / Committee dedicate appropriate time and resources needed to execute their responsibilities?

5) Whether Agenda and related information are circulated in advance of Board/Committee meetings to allow Directors sufficient time to study and understand the information?

6) Whether written materials provided to Board/Committee members are relevant and concise?

7) Whether the Chairman encourages inputs on agenda of Board/Committee meetings from their members, management, the internal auditors, and the independent auditor?

8) Whether meetings of Board/Committee are conducted effectively, with sufficient time spent on significant matters?

9) How well does management respond to request from the Board/Committee for clarification or additional information?

10) Whether proper minutes are maintained of each meeting of Board/Committee?

11) Whether Board/Committee meetings are held with enough frequency to fulfill the Board’s /Committee’s duties?

12) Whether Board/Committee (as required) considers the quality and appropriateness of financial/accounting and reporting, including the transparency of disclosures?

13) Whether Board/Committee considers the statutory audit plan and provides recommendations?

14) Whether Board/Committee ensures that management takes action to achieve resolution when there are repeat comments from statutory auditors?

15) Whether adjustments to the financial statements that resulted from the statutory audit are reviewed by the Audit Committee, regardless of whether they were recorded by management?

16) Whether Board/Committee oversees the role of the statutory auditors and has an effective process to evaluate the auditor’s qualifications and performance?

17) Whether Board/Committee reviews the audit fees paid to the statutory auditors?

18) Whether Board/Committee considers internal audit reports, management’s responses, and steps toward improvement?

19) Whether Board/Committee oversees the process and are notified of communications received from governmental or regulatory agencies related to alleged violations or areas of non-compliance?

20) Whether the contributions of the Board/Committee to ensuring robust and effective risk management are adequate?

EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS (Each Independent Director shall be evaluated by all other Directors excluding the Director being evaluated)

Rating criteria for peer review as stated hereinabove shall also apply to the Independent Directors to the extent there is no overlapping with the rating criteria of Independent Directors (“IDs”) as stated hereinafter.

Evaluation based on professional conduct

Whether ID upholds ethical standards of integrity and probity?

Whether ID acts objectively and constructively while exercising his duties?

Whether ID exercises his/her responsibilities in a bona fide manner in the interest of the Company?

Whether ID devotes sufficient time and attention to his/her professional obligations for informed and balanced decision making?

Whether ID not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making?

Whether 1D does not abuse his/her positions to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person?

Whether ID refrains from any action that would lead to loss of his/her independence?

Where circumstances arise which make an independent director lose his/her independence, whether the ID has immediately informed the Board accordingly?


50

Whether ID assists the Company in implementing the best corporate governance practices?

Evaluation based on Role and functions

Whether ID helps in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct?

Whether ID brings an objective view in the evaluation of the performance of Board and management?

Whether ID scrutinizes the performance of management in meeting agreed goals and objectives and monitor the reporting of performance?

Whether ID satisfies himself/herself on the integrity of financial information and the financial control and the systems of risk management are robust and defensible?

Whether ID has taken actions to safeguard the interests of all stakeholders, particularly the minority shareholders?

Whether ID balances the conflicting interest of the stakeholders?

Whether ID during Board/Committee meetings alongwith other members determines appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management?

Whether ID moderates and arbitrates in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest?

Evaluation based on Duties

Whether ID undertakes appropriate induction and regularly update and refresh his/her skills, knowledge and familiarity with the Company?

Whether ID seeks appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts?

Whether IDs strive to attend all meetings of the Board of Directors and of the Committees of which he/she is a member?

Whether ID participates constructively and actively in the Committees of the Board in which he/she is chairperson or member?

Whether ID strives to attend the general meetings of the Company?

Where ID has concerns about the running of the Company or a proposed action, whether he/she ensures that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting?

Whether ID does not unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board?

Whether ID gives sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure himself/herself that the same are in the interest of the Company?

Whether ID ascertains and ensures that the Company has an adequate and functional vigil mechanism and also ensures that the interests of a person who uses such mechanism are not prejudicially affected on account of such use?

Whether ID reports concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct?

Whether ID acts within his/her authority, assist in protecting the legitimate interests of the Company, shareholders and its employees?

Whether ID does not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law?

D. N. DAVAR

CHAIRMAN, NOMINATION AND REMUNERATION COMMITTEE


51

Annexure -5ANNUAL REPORT ON CSR ACTIVITIES-2014-15

1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY INCLUDING OVERVIEW OF THE PROJECTS OR PRO-GRAMS PROPOSED TO BE UNDERTAKEN A REFER-ENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMS:

At OCL, we believe that sustained growth of business lies on triple bottom line i.e. growth of people around our operation, protection of environment where we operate and profit from our business. We understand the wellbeing of the community around our business helps in growth of our business and hence, we value people around our operational locations and promote inclusive growth.

Our vision is to “Endeavour to serve the society and enhance excellence.”

Our mission is to “Strive to improve our image in the eyes of all stakeholders by ensuring wellbeing of community around our operation.”

As per our policy, the CSR activities shall be implemented by CSR Executive Committee of respective units in project mode with clearly defined objectives, allocation of resources and timeline as far as possible. Utmost care shall be taken to ensure active involvement of community/beneficiaries in planning, implementation and monitoring while implementing projects.

Fund equivalent to 2% of average net profit of the Company for last three consecutive years shall be allocated for undertaking various projects/activities under CSR.

Education, Health, Infrastructure, Skill Development (Livelihood Promotion and Women Empowerment) shall be the major focus area of CSR. Protection of Environment as global mandate will remain as an integral part of CSR Initiatives. Apart from the above, the Policy

will also be open to accommodate any activity as defined in Schedule VII of Company’s Act as and when required. CSR activities shall be monitored at four levels i.e. Board level, CSR Committee Level, CSR Executive Committee Level and Unit CSR Team Level.

The CSR Policy of the Company has been published in following website:

http://www.ocl.in

2. THE COMPOSITION OF CSR COMMITTEE:

The CSR Committee has been constituted comprising of following members:

i) Dr. R. C. Vaish-Independent Director- Chairman

ii) Shri Gaurav Dalmia

iii) Shri V. P. Sood-Independent Director

iv) Shri D. D. Atal

However, pursuant to the expiry of term of Shri Gaurav Dalmia as Managing Director and of Shri D. D. Atal as Whole Time Director and resignation of Shri D. D. Atal from the Board of Directors with effect from March 31, 2015 and resignation of Dr. R. C. Vaish with effect from May 10, 2015, the CSR Committee has been reconstituted as under:

i) Shri V. P. Sood-Independent Director- Chairman

ii) Shri Mahendra Singhi – CEO and Whole Time Director

iii) Shri Amandeep – Whole Time Director

AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS: `132.50 Crore

3. PRESCRIBED CSR EXPENDITURE (2% OF THE AMOUNT AS IN ITEM 3 ABOVE) : `2.65 Crore


52

(` in Crore)1 2 3 4 5 6 7 8S. No.

CSR project or activity identified.

Sector in which the project is covered

Projects or programs(1) Local area

or other(2) Specify the

State and district where projects or Programs was undertaken

Amount outlay (budget) project or program wise

Amount spent on the projects or programs Subheads: (1) Direct

expenditure on projects or programs.

(2) Overheads

Cumulative expenditure upto the reporting period *

Amount spent: Direct or through implementing agency

1) Health Camps, Prevention of Vector Borne diseases, Maternal & Child Health Care Project, Mobile Medical Services, Swachha Bharat Abhiyaan, Deepening of Dug Wells and Village Ponds, & Drinking Water

Schedule VII / item No I Eradicating extreme hunger and poverty and malnutrition, promoting health care including preventive health care promoting preventive health care and sanitation and making available drinking water

1. The project was implemented in local area & Dehradun (Uttrakhand) 2. Area of programme: Odisha, District Sundargarh and Cuttack; West Bengal, District Midnapore & Dehraddon (Uttrakhand)”

2 1.78 1.78 Directly and also through HelpAge India, SEWAK & Himalyan Institute Hospital (Dehradoon), Narayan Sewa Sansthan.

2) Remedial Education Centers, Bridge course centers, Promoting Higher Education, Promoting Education for Differently abled children,Career counselling, Vocational Training, Livelihood & Skill Development, Nursing Training, Mobile phone repairing training & ITI training

Schedule VII / item No II Promotion of education including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled & livelihood enhancement project

1. The project was implemented in local area

2. Area of programme: Odisha, District Sundargarh and Cuttack; West Bengal, District Midnapore”

0.5 0.53 0.53 Directly and also through Friends of Tribal Society, BJSS (Cuttack), NIRMAN (Hyderbaad) and DALMIA OCL Seva Trust

4. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR: (a) Total amount spent for the financial year: `2.79 Crore

(b) Amount Unspent : `NIL

(c) Manner in which the amount spent during the financial year is detailed below;


53

(` in Crore)1 2 3 4 5 6 7 8S. No.









(2) Overheads



3) Plantation Drive & Awareness programs on World Environment Day

Schedule VII / item No Vl Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water “


2. Area of programme: Odisha, District Sundargarh and Cuttack; West Bengal, District Midnapore”

0.1 0.03 0.03 Direct

4) Contribution to the Prime Minister’s National Relief Fund

Schedule VII. Item no. IX Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

1. The project was not implemented in local area

2. Area of programme: Jammu & Kashmir”

0.12 0.12 Direct


54

(` in Crore)1 2 3 4 5 6 7 8S. No.









(2) Overheads



5) Construction of market shed, Community Centre, dressing room at Community Health Centre, Water Tank and additional class rooms in schools

Schedule VII / item No X Rural development projects


2. Area of programme: Odisha, District Sundargarh and Cuttack; West Bengal, District Midnapore

0.5 0.33 0.33 Direct

Total 3.10 2.79 2.79

* As this is the first year of reporting, the Cumulative Expenditure is same as that of the current reporting period.

5) INCASE THE COMPANY HAS FAILED TO SPEND 2% OF THE AVERAGE NET PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF, THE COMPANY SHALL PROVIDE THE REASONS FOR NOT SPENDING THE AMOUNT:

Not applicable

6) A RESPOSIBILITY STATEMENT OF THE CSR COMMITTEE THAT THE IMPLEMENTATION AND MONITEERING OF CSR POLICY IS IN COMPLIANCE WITH CSR OBJECTIVE AND POLICY OF THE COMPANY:

It is hereby confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objective and policy of the Company.

Not Applicable Chief Executive Officer Chairman

CSR CommitteePerson specified under clause (d) of Sub-section (1) of Section 380 of the Act


55

Annexure -6DETAILS OF REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL / EMPLOYEES, IN TERMS OF RULE 5(1) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2014-15 and % increase in the remuneration of each Director:

Name of Directors Remuneration of Directors for

FY 2014-15 (` in Crore )

% increase during 2014-15

Median remuneration of employees

(` in Crore)

Ratio

Shri P. K. Khaitan 0.12 25.00 0.04 02.86

Shri Gaurav Dalmia 3.49 24.16 0.04 79.78

Shri D. N. Davar 0.1 27.39 0.04 02.29

Dr. S. R. Jain 0.07 16.27 0.04 01.72

Dr. R. C. Vaish 0.07 30.43 0.04 01.72

Shri Puneet Yadu Dalmia 0.06 04.35 0.04 01.37

Shri V. P. Sood 0.06 04.35 0.04 01.37

Shri D. D. Atal (CEO) 2.82* 54.80 0.04 64.72

* Includes retiral benefits.

ii) The percentage increase in remuneration of Chief Financial Officer in the Financial Year 2014-15: 14%

The percentage increase in remuneration of Company Secretary in the Financial Year 2014-15: 11%

iii) The percentage increase in the median remuneration of employees in the Financial Year:12.01%

iv) The number of permanent employees on the rolls of Company: 1484

v) The explanation on the relationship between average increase in remuneration and company performance:

The average increase in remuneration of employees depend on many criteria including:

a. Overall performance of the Company.

b. Performance of the segment to which the employee is associated.

c. Individual performance of the employee.

d. Level of responsibility of the employee.

e. Industry practice.

During 2014-15, average increase in cement division employee’s remuneration is 11.06% and average increase in refractory division employee’s remuneration is 9.09%. The difference is due to better performance of cement division.

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

The annual increase is based on increment and rating matrix as given below (This depends upon the general outlook of industry, performance of the Company, performance of employee).

A+ = 17%

A = 14 %

B+ = 11%

B: = 10%

C: = 6%

D: = 0% - No increase


56

Irrespective of level and salary the above % is followed, so the increase is directly linked to the performance ratings.

vii)

March 31, 2015 March 31, 2014Market capitalization ` 2,583.27 Crore 1,029.89 CrorePrice earning ratio 22.84 10.52

Percentage increase in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: 278%

viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average Increase Percentage (Manager &Above) =11.53%

Average Increase Percentage (Dy. Manager & Below)= 10.32%

There were some market correction done for managerial level employees (Total 14 number). Hence the difference.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:

As above at VI.

x) The key parameters for any variable component of remuneration availed by the Directors:

Non-Executive Directors are paid Sitting Fee for attending meetings and Commission at the year end as decided by the Board of Directors within the limits prescribed in the Companies Act, 2013, depending upon committee positions (Chairmanship/ membership) held, responsibility taken, etc.

The Remuneration of Executive Directors is recommended by the Nomination and Remuneration Committee and approved by the Board of Directors in accordance with Nomination and Remuneration Policy of the Company, depending upon profits of the Company, experience of Director, Industry Practice, etc.

xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

No employee received remuneration in excess of remuneration of the highest paid Director.

xii) The remuneration paid to directors, key managerial personnel and senior management is as per the remuneration policy of the Company.


57

Annexure -8

To,

The Members,

OCL India Limited

AT/PO-Rajgangpur

Sundargarh

Odisha - 770017

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by OCL India Limited (hereinafter 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 by the Company, its officers, agents and authorized 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 31st March, 2015 complied with the statutory provisions listed hereunder 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 books, papers, minute books, forms and returns filed and other records maintained by OCL India Limited (“the Company”) for the Financial Year ended on 31st March, 2015 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

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 there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

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, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. 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;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi) The Factories Act, 1948.

vii) The Employee State Insurance Act, 1948.

viii) The Contract Labour(Regulation & Abolition) Act, 1970.

ix) The Payment of Gratuity Act, 1972.

x) The Employee Provident Fund Miscellaneous Provisions Act, 1952.

Form No. MR-3SECRETARIAL AUDIT REPORT

For The Financial Year Ended 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]


58

xi) The Bonus Act, 1965.

xii) The Air (Prevention and Control of Pollution) Act, 1981

xiii) The Water (Prevention and Control of Pollution) Act, 1974

xiv) The Environment Protection Act, 1986

xv) The Forest Conservation Act,

xvi) The Mines Act, 1952

xvii) The Electricity Act, 2003

xviii) The Factories Act, 1948

xix) The Fatal Accident Act, 1855

xx) The Hazardous Wastes (Management and Handling) Rules, 1989

xxi) The Apprentice Act, 1961

xxii) The Payment of Wages Act, 1936

xxiii) The Workmen Compensation Act, 1923

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited having office at Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai - 400 001 and National Stock Exchange of India Limited having office at Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai 400 051.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned and there is no non-compliance/observation/audit qualification, reservation or adverse remarks in respect of above paras.

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.

Adequate notice is given to all Directors to schedule the Board 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.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

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 compliance with applicable laws, rules, regulations and guidelines.

There is no non-compliance/observation/audit qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period.

I further report that during the audit period

i) The Company had become a subsidiary of Dalmia Cement (Bharat) Limited with effect from 25th February 2015 pursuant to the inter-se transfer of 1,51,32,166 shares between the promoters and Dalmia Cement (Bharat) Limited currently held 74.66% paid up share capital of the Company.

ii) The Company has issued secured, redeemable, non-convertible, rated, listed, taxable bonds in the nature of debentures,on private placement basis, of face value of ` 30 Lacs each, aggregating to ` 600 Crores.

iii) The Shareholders have authorized the Board of Directors to borrow money on behalf of the Company in excess of aggregate of paid up share capital and free reserves under Section 180(1)(c) of the Companies Act, 2013.

iv) The Shareholders have authorized the Board of Directors to create mortgage or charge on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013.

Place: New DelhiDate: 11th May, 2015 Vikas Gera & Associates

FCS No. 5248

C P No.: 4500


59

Annexure -9

A. CONSERVATION OF ENERGY

i) The steps taken and impact on conservation of energy:

CEMENT:

Steps taken:

1. Compressed air optimization by replacing the old reciprocating compressors with screw compressors.

2. Continued monitoring and arresting of leakages by installation of air purge system in cyclones to replace the blasters.

3. Reduction in Preheater tower temp by raw mix optimization and use of water spray in top cyclone.

4. Pyro process audit by FLS and the action plan implementation.

Impact on conservation of energy:

1. Reduction in consumption of thermal/electrical energy per ton of cement produced. The power consumption per tonne of cement reduced upto 65 KWH per tonne.

ENVIRONMENTAL IMPROVEMENT:

Steps taken:

1. New design water spray systems at CCBC, limestone stock pile in Line-1 and Coal handling plant at CPP. Installation of dry fog system at transfer points, coal shed. Installation of dust suppression hopper at clinker loading point

2. Water sprays and dry fog systems at truck tippler.

REFRACTORY:

Steps taken:

1. Optimising use of AC rooms for storing of CC Mix, thus use of AC reduced and saving in power.

2. Electrial control circuit has been modified & heater banks are switched off during cooling cycle in Castable Plant, thus saving in power cost. Same has been achieved by installing VFD.

3. Provided one no. VFD in Chamber kiln 5 in I.D. fan to control energy consumption to suit the draft requirement of the kiln.

4. Installed gas preasure regulators in 2 No Chamber Kilns to regulate the consumption of gas.

5. Reduced no. of days from 20 to 15 during Chamber kiln light up and shutdown by reducing no. of filler benches from 40 to 28.

Impact on conservation of energy:

1. Reduction in fuel consumption and also cost for silica, concast and slide gate products.

2. Reduction in power consumption in CC CNC, CC Mix, PP Dryer & Silica plant.

STATEMENT CONTAINING PARTICULARS PURSUANT TO RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014.

ii) The Steps taken by the Company for utilizing alternate

sources of energy:

1. Use of pet coke in kiln.2. Solar power usage in Kapilas Cement Manufacturing

Works.

iii) The Capital investment on energy conservation equipment:

(` in Crore))

1. Energy Management system 0.6

2. VFD drives 3 nos 0.123. Lighting energy save panel 0.154. Energy efficient motors 0.155. Water spray system in line 2 top cyclone

which has increased the production and thus reduced the power consumption

0.25

6. VFD in fan for AC in Line 2 0.087. Kiln inlet analyser 0.4

B. TECHNOLOGY ABSORBTION:

i) Efforts made towards technology absorption:

REFRACTORY:

1. Development of Spinel Zirconia bricks for lime kiln.2. Development of Alumina spinel bricks for steel ladle.3. Development of Fused and sintered dolomite bricks for

AOD vessel.4. Development of PCPF refractory for slag port in copper

furnace.5. Development of Snorkel of RH Degasser.6. Development of insert design slide plates and nozzle.

ii) Benefits derived like product improvement, cost reduc-tion, product development or import substitution

REFRACTORY:

1. New product & new market open up for SS making and in copper sector.

2. Retention of market share.

iii) Imported technology during the last 3 years reckoned from the beginning of the financial year: N.A.

iv) Expenditure incurred on Research & Development: `3.50 Crore.

C. FOREIGN EXCHANGE EARNINGS AND OUT-GO

Foreign exchange earned in terms of actual inflows during the year: `62.46 Crore.

Foreign Exchange outgo in terms of actual outflows during the year: `16.27 Crore.


60

RepoRt on the Standalone Financial StatementSWe have audited the accompanying standalone financial statements of OCL INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the “Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditors’ ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting principles used and the reasonableness of the accounting estimates made by the company’s Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

opinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profit and its cash flows for the year ended on that date.

RepoRt on otheR legal and RegulatoRy RequiRementS1 As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31.03.2015 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and information and according to the explanations given to us and such checks as we considered necessary:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 29.1 and 29.5 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

2. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

For V. Sankar aiyar & co.Chartered Accountants

(ICAI Firm Registration. No. 109208W)

Place: New Delhi (m. S. BalachandRan)Dated: 11-05-2015 Partner (M. No:024282)

Independent Auditor’s Report To the Members of OCL India Limited

corporate overview management Reports Financial Statements

61

annexure referred to in the auditor’s report to the members of ocl india limited on the standalone accounts for the year ended 31st march, 2015.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) We are informed that the physical verification of the fixed assets covering a substantial value of assets (excluding furniture and fixtures and certain office equipments) was carried out by an outside agency during 2012 to 2014, and reconciled with books during the financial year. According to information and explanation given to us, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable in relation to the size of the Company.

(ii) (a) The stock of finished goods, stores, spare parts and raw materials except those held by consignees and stored in customer premises have been physically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii)(a)&(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are reasonably adequate internal control systems, commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

(v) The deposits outstanding at the beginning of the year have been repaid. In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of section 73 to 76 or other relevant provisions of the Act.

(vi) We have broadly reviewed the books of accounts maintained by the Company, pursuant to rules made under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of customs, Duty of Excise,

Value added tax, Cess and any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2015, which were outstanding for a period of more than six months from the date they became payable.

(b) The disputed dues of different years, which have remained unpaid as on 31st March, 2015 for which appeals are pending as under:

nature of the dues

amount (`lacs)

period to which the amount relates

Forum where dispute is pending

Orissa Sales Tax/ VAT

440.12 1995-96 and 1997-98 to 2000-01

Orissa Sales Tax Tribunal

Central Sales Tax

0.11 2006-07 Orissa Sales Tax Tribunal

Central Sales Tax

370.09 2010-11 to 2012-13 Addl. Commissioner of Sales Tax

Orissa VAT 15.86 2005-06 Commissioner of Sales Tax

West Bengal Sales Tax

12.75 1996-97, 1999-00, 2001-02, 2004-05, 2010-11 and 2014-15

West Bengal Commercial Taxes Appellate & Revisional Board

Cenvat Credit/ Excise

3,756.38 01.12.2006 to 30.06.2008 and 30.06.2011

CESTAT, Kolkata; CCE, BBSR

Income Tax 180.48 AY: 2005-06, 2007-08 & 2011-12

CIT(A) Delhi

(c) Based on the information and explanations obtained, the company has transferred to the Investor Education & Protection Fund in accordance with the relevant provisions of the Companies Act, 1956.

(viii) The Company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(ix) On the basis of the verification of records and information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, term loans taken during the year were applied for the purpose for which the loans were obtained.

(xii) Based on the audit procedures performed and representation obtained from the management, we report that no case of material fraud on or by the Company has been noticed or reported during the year under audit.





62

(` In Lakhs)

particulars note no. 2014-15 2013-14 i. equity & liaBilitieS

Shareholders' FundsShare Capital 2 1,138.50 1,138.50Reserves and Surplus 3 1,18,482.13 1,09,852.93

1,19,620.63 1,10,991.43non current liabilities

Long-term borrowings 4 1,10,042.78 53,567.65Deferred tax liabilities (Net) 5 15,266.37 13,641.04Other long term liabilities 6 14,685.33 12,263.21Long- term provisions 7 437.07 275.73

1,40,431.55 79,747.63current liabilities

Short-term borrowings 8 12,188.11 8,251.12Trade payables 9 28,830.35 21,279.15Other current liabilities 10 24,269.10 25,806.50Short- term provisions 11 2,854.01 2,828.72

68,141.57 58,165.49Total 3,28,193.75 2,48,904.55

ii. assetsnon-current assets

Fixed assets 12Tangible assets 1,22,357.67 1,22,855.62Intangible assets 357.07 505.83Capital work-in-progress 13,113.64 15,883.12

Non-current investments 13 5,865.94 6,217.39Long-term loans and advances 14 4,889.14 4,207.71Other non-current assets 15 - 27.93

1,46,583.46 1,49,697.60current assets

Current investments 16 1,05,517.01 24,513.10Inventories 17 36,533.97 31,874.64Trade receivables 18 19,911.33 22,682.39Cash & bank balances 19 8,927.56 8,555.32Short -term loans and advances 14 9,710.02 11,046.14Other current assets 20 1,010.40 535.33

1,81,610.29 99,206.95total 3,28,193.75 2,48,904.55Significant Accounting Policies 1Other notes forming part of the financial statements 29The accompanying notes form an integral part of the financial statements

for ocl india limited On behalf of the Board

Annexure to our Report of Datefor V Sankar aiyar & co.Chartered Accountants Firm Registration No: 109208W

Rachna goria (GM (Legal) & Company Secretary)

puneet yadu dalmia Managing Director (DIN 00022633)

Place : New DelhiDate : 11.05.2015

m.S. BalachandranPartnerM No.024282

d.n. SinghExecutive Director (Finance)& Chief Financial Officer

mahendra Singhi CEO & Whole Time Director (DIN 00243835)

Balance Sheet As at March 31, 2015


63









(` In Lakhs)

note no. 2014-15 2013-14

income

Revenue from operations 21 2,21,491.89 1,84,127.81

Other income 22 2,779.52 3,655.39

2,24,271.41 1,87,783.20

eXpendituRe

Cost of materials consumed 23 42,611.48 40,200.18

Purchases of stock in trade 24 7,190.72 3,832.72

Changes in inventories of finished goods & work in progress & stock in trade 25 (1,900.37) 3,237.26

Employee benefits expense 26 13,537.28 11,173.98

Power and fuel 35,479.40 28,226.29

Finance costs 27 7,100.63 6,807.38

Depreciation & amortization expense 13,892.05 12,640.72

Freight and forwarding expenses

On Finished Products 35,676.43 26,966.41

On Clinker Transfer 6,063.04 3,493.41

Other expenses 28 48,518.34 37,896.49

2,08,169.00 1,74,474.84

pRoFit BeFoRe taXation 16,102.41 13,308.36

Tax Expense: Current Tax 3,291.53 3,039.95

MAT credit entitlement (183.00) (208.02)

Deferred Tax 1,625.33 688.80

pRoFit/ (loSS) FoR the yeaR aFteR taX 11,368.55 9,787.63

EARNING PER EQUITY SHARE (Face Value of ` 2/- each) - Refer note- 29.11

1) Basic (`) 19.98 17.20

2) Diluted (`) 19.98 17.20

Significant Accounting Policies 1

Other notes forming part of the financial statements 29

The accompanying notes form an integral part of the financial statements

Statement of Profit and Loss For the Year Ended March 31, 2015


64

(` In Lakhs)2014-15 2013-14

a. caSh FloW FRom opeRating actiVitieS

Profit before tax from continuing operations 16,102.41 13,308.36

Adjustment for :

Depreciation & Amortization Expense 15,500.74 14,814.11

Loss/(Profit) on sale of fixed assets (106.2) 1.79

Effect of Exchange Rate difference 316.84 943.11

Profit on sale of Investment (397.51) (19.55)

Interest expense 6,383.35 6,564.87

Dimunation in value of Investment 351.45

Interest receipt on investment (27.97) (59.25)

Dividend on Investment (1,070.92) (871.80)

20,949.78 21,373.28

Operating profit before working capital changes 37,052.19 34,681.64

Adjustments for Working Capital changes

Increase/(decrease) in trade payables 7,551.20 5,181.82

Increase/(decrease) in short term provisions (51.24) 82.16

Increase/(decrease) in other current liabilities 515.32 2,501.63

Increase/(decrease) in other long term liabilities 2,422.12 2,336.68

Increase/(decrease) in other long term provisions 161.34 10.99

Decrease/(increase) in trade receivables 2,771.06 (5,187.36)

Decrease/(increase) in inventories (4,659.33) 3,379.61

Decrease/(increase) in long term loans and advances 11.54 25.49

Decrease/(increase) in short term loans and advances 1,336.12 (1,912.12)

Decrease/(increase) in other current assets (475.07) (182.62)

Decrease/(increase) in other non current assets 27.93 (0.91)

9,610.99 6,235.37

Cash generated from Operations 46,663.18 40,917.01

Tax Paid (Net) (3,526.96) (2,358.66)

Net Cash from Operating Activities 43,136.22 38,558.35

B. caSh FloW FRom inVeSting actiVitieS

Purchase of Fixed Assets (12,423.40) (32,650.26)

Sale/write off of Fixed Assets 170.51 99.36

Interest receipt on investment 27.97 59.25

Profit on sale of Investment 397.51 19.55

Purchase of non current Investment (Net) (5.00)

Purchase of current Investment (Net) (81,003.88) 2,005.59

Dividend on Investments 1,070.92 871.8

Net Cash generated / (-) used in Investing Activities (91,760.37) (29,599.71)

Cash Flow For the Year Ended March 31, 2015


65

(` In Lakhs)2014-15 2013-14

c. caSh FloW FRom Financing actiVitieS

Increase/(decrease) in long term borrowings 54,422.41 10,471.89

Increase/(decrease) in short term borrowings 3,936.99 (16,393.26)

Effect of Exchange Rate difference (316.84) (943.11)

Dividend Paid (2,276.01) (853.50)

Taxes on Dividend Paid (386.81) (145.05)

Interest expense (6,383.35) (6,564.87)

Net Cash from Financing Activities 48,996.39 (14,427.90)

Net changes in Cash and bank balances (372.24) (5,469.26)

Net Increase / (-)Decrease in Cash and Bank balances

Balance at the end of the year 8,927.56 8,555.32

Balance at the beginning of the year 8,555.32 14,024.58

372.24 (5,469.26)

Cash Flow For the Year Ended March 31, 2015










66

1 SigniFicant accounting policieS

1.1. accounting convention

The financial statements are prepared under historical cost convention (except for certain fixed assets which are revalued), on a going concern basis and in accordance with applicable accounting standards notified under relevant provisions of the Companies Act, 2013.

1.2. use of estimates

The preparation of financial statements requires management to make certain estimates and assumptions that affect the amount reported in the financial statements and notes thereto. Differences between actual results and estimates are recognised in the period in which they materialise

1.3. Fixed assets including intangible assets.

Land, Buildings, Plant and Machinery relating to Cement and Refractory Works acquired/installed upto 31.12.81 were revalued as at 31.12.85. All other fixed assets are shown at cost (net of cenvat). Borrowing costs attributable to the acquisition of qualifying assets and all significant costs incidental to the acquisition of assets are capitalised. Intangible assets are recorded at consideration paid for acquisition of such assets and are carried at cost less accumulated amortisation. Capital Work in Progress & Intangilbe Assets under development are shown at cost.

1.4. depreciation and amortisation

Depreciation on Plant and Machinery added in Cement & Refractory after 31.12.81 is provided on straight line method and depreciation on all other assets including Kapilas Cement Works, Clinkerisation Unit at Rajgangpur (Line-II), Captive Power Plant, Bengal Cement Works & Solar Power Plants provided on reducing balance method. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act,2013. An intangible asset is measured at cost and amortised so as to reflect the pattern in which the assets economic benefit are consumed. The useful life has been estimated as 3-5 years in case computer software.

1.5. investments

Long term Investments are valued at cost. Provision for diminution in value is made, if in the opinion of the management, such a decline is considered other than temporary. Current Investments are valued at cost or quoted / fair value which ever is lower.

1.6. inventories

Stocks of finished and partly finished products are valued at lower of cost or net realisable value and for this purpose, cost is determined on absorption costing method. Cost of finished goods includes excise duty. Raw Materials, other inputs, stores and spares are valued at lower of cost (net of cenvat) or net realisable value after providing for obsolescence. Cost is determined on FIFO / Weighted Average Basis.

1.7. Revenue Recognition and accounting for Sales & Services

Revenue from domestic sale of goods is recognised when significant risks and rewards are transferred to the customers. Export sales and respective export incentives are accounted for on the basis of date of bill of lading. Sales are net of trade discount and sales tax but inclusive of excise duty. Bonus or penalty linked to operating efficiency of products, where applicable, is accounted for upon crystalization. Income from services are accounted for when becomes due. Interest income is recognised on time proportionate basis. Dividend income is accounted for, when the right to receive the same is established.

1.8. treatment of employee Benefits

The Company makes regular contributions to duly constituted Funds set up for Provident Fund, Family Pension, Gratuity and Superannuation which are charged to revenue. Contribution to gratuity fund and provision for leave encashment are made on the basis of actuarial valuation.

1.9. Research and development

Revenue expenses are charged off in the year in which it is incurred under the natural heads of account. Capital expenditure, when incurred is added to the cost of fixed assets.

1.10. Foreign currency transactions

Foreign currency transactions are recorded at exchange rate prevailing on the date of transaction/realisation. Current assets/liabilities are restated at rates prevailing at the year end and resultant exchange difference are recognised in the Statement of Profit and Loss. In case of forward exchange contracts, the premium or discount arising at the inception of such contracts is amortised over the life of the contract as well as the exchange difference on such contracts i.e., differences between the exchange rates at the reporting /settlement date and the exchange rate on the date of inception/last reporting

Notes to the Financial Statements For the Year Ended March 31, 2015


67

date, is recognised in the Statement of Profit & Loss. Non-monetary items denominated in foreign currency are valued at the exchange rate prevailing on the date of transaction.

1.11. deferred tax

In accordance with Accounting Standard- AS22 ‘Taxes on Income, deferred tax is recognised, subject to consideration of prudence, being the difference between accounting and taxable income that originate in one year and are capable of reversal in subsequent year.

1.12. impairment of assets

At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying

amount of the assets exceeds its recoverable amount, an impairment loss is recognised in the Statement of Profit and Loss to the extent the carrying amount exceeds the recoverable amount.

1.13. provisions, contingent liability and contingent assets

The Company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a reliable estimate of the obligation can not be made. Contingent Assets neither recognised nor disclosed in the financial statement.


68

(` In Lakhs)

2014-15 2013-14

2. ShaRe capital

authorised Shares

1,00,000 (Previous Year: 1,00,000) Shares of `100 each 100.00 100.00

7,00,00,000 (Previous Year: 7,00,00,000) Shares of `2 each 1,400.00 1,400.00

1,500.00 1,500.00

issued Shares

6,36,31,805 (Previous Year 6,36,31,805) Ordinary Shares of `2 each 1,272.64 1,272.64

Subscribed & paid up shares

5,69,00,220 (Previous Year 5,69,00,220) Ordinary Shares of `2 each, fully paid up 1,138.00 1,138.00

Add : Shares Forfeited Account 0.50 0.50

total Subscribed & paid up Share capital 1,138.50 1,138.50

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Particulars 31st march 2015 31st March 2014

no of Shares (in lakhs `) No of Shares (in lakhs `) Ordinary Shares outstanding at the beginning of the year

5,69,00,220 1,138.00 5,69,00,220 1,138.00

Ordinary Shares issued during the year - - - -

Ordinary Shares bought back during the year - - - -

Ordinary Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

b) terms/ rights attached to ordinary shares The Company has issued only one class of ordinary shares having a par value of `2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2015, the amount of dividend per share recognised for distribution to ordinary shareholders is 4̀ /- ( Previous year: Final dividend 4̀/- per share).

In event of liquidation of the company, the holders of ordinary shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary shares held by the shareholders.

c) 4,24,79,273 (% of shareholding-74.66) shares held by dalmia cement (Bharat) ltd. (holding company) w.e.f. 25.02.2015

d) details of shareholders holding more than 5% shares in the company

Sl no

name of the Shareholders as at 31st march 2015 As at 31st March 2014 no. of Shares

held % of holding No. of Shares

held % of Holding

1 Mridu Hari Dalmia ( C/o M H Dalmia Parivar Trust ) - - 1,27,77,856 22.46%2 Dalmia Cement (Bharat) Limited (holding company

w.e.f. 25.02.2015)4,24,79,273 74.66% 2,73,12,107 48.00%

3 Dharti Investments and Holdings Limited 33,75,584 5.93% 34,77,142 6.11%

e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil.


69

(` In Lakhs)

2014-15 2013-14

3. ReSeRVeS and SuRpluS

capital Reserve

Balance as per the last Financial Statements 741.90 741.90

Securities premium Reserve

Balance as per the last Financial Statements 19,600.00 19,600.00

debenture Redemption Reserve


Add: Transfer from Surplus balance 312.50 -

closing Balance 1,838.85 1,526.35

general Reserve


Add: Transfer from Surplus balance 12,000.00 12,000.00


Surplus/ (deficit)

Balance as per the last Financial Statements 15,558.81 20,434.00Add: Profit for the year as per the Statement of Profit and Loss

11,368.55 9,787.63

Less: Appropriations

Proposed Dividend (Per share `4 /- (Previous Year `4/-)) 2,276.01 2,276.01

Tax on proposed dividend 463.34 386.81

Transfer to Debenture Redemption Reserve 312.50

Transfer to General Reserve 12,000.00 12,000.00

Total Appropriations 15,051.85 14,662.82


total 1,18,482.13 1,09,852.93

non current current

2014-15 2013-14 2014-15 2013-14

4. long teRm BoRRoWingS

Secured

i) Redeemable non-convertible debentures

State Bank of India @ 9.90% * 49,500.00 - (Redeemable in 3 equal annual instalments w.e.f 2019-20)SBI Life Insurance Company Ltd.@ 9.90% * 10,500.00(Redeemable in 3 equal annual instalments w.e.f 2019-20)Life Insurance Corporation of India @ 10.80% # 2,400.00 4,800.00 2,400.00 1,200.00

(Redeemable during 2014-15 to 2016-17)

62,400.00 4,800.00 2,400.00 1200.00

Less: Shown under other current liabilites - - (2,400.00) (1,200.00)

(Refer note no 10) 62,400.00 4,800.00 - - # The debentures are secured by way of first pari passu charge over fixed assets (present and future) of Cement Division of the Company

* The debentures shall be secured by way of first pari passu charge on all the movable and immovable fixed assets (both present and future) of the Cement Division of the Company situated at RGP Cement Works (Odisha), Kapilas Cement Works (Cuttack) & Bengal Cement Works (Medinipur WB).


70

(` In Lakhs)

non current current

2014-15 2013-14 2014-15 2013-14


ii) term loans

From Banks

State Bank of India # 2,327.49 3,291.49 964.00 964.00

(Repayable in 32 quarterly installments from Dec, 10)

State Bank of India # 3,553.08 4,973.07 1,420.00 1,420.00

(Repayable in 24 quarterly installments from Dec, 12)

State Bank of India # 4,356.00 5,000.00 644.00 -

(Repayable in 31 quarterly installments from June, 15)

State Bank of India # 15,373.28 - - - (Repayable in 40 quarterly installments from Mar, 2019)Export Import Bank of India # - 1,191.30 - 680.74


Export Import Bank of India (Foreign Currency Loan) # 746.56 1,670.98 995.41 954.84


Axis Bank Limited # - - - 1,500.00

(Repayable in 20 quarterly installments from Mar, 10)

United Bank of India $ - 1,664.80 - 833.32

(Repayable in 24 quarterly installments from Apr, 11)

United Bank of India $ - 4,846.65 - 909.39

(Repayable in 32 quarterly installments from Apr, 11)

United Bank of India $ 437.06 4,528.84 93.75 -

(Repayable in 26 quarterly installments from Sept, 15)

Axis Bank Limtied # - 2,500.00 - -

(Repayable in 30 quarterly installments from Sept, 15)

HDFC Bank Limited* 35.57 - 7.25 -

(Repayable in 60 monthly installments from Feb, 15)

From others

International Finance Corporation @ 3,156.94 6,313.86 3,156.92 3,156.92

(Repayable in 13 half yearly installments from Oct, 10)International Finance Corporation (Foreign Currency Loan) # 17,656.80 12,098.00 - -

(Repayable in 14 half yearly installments from June, 16)

47,642.78 48,078.99 7,281.33 10,419.21

Less: Shown under other current liabilites - - (7,281.33) (10,419.21)

(Refer note no 10) 47,642.78 48,078.99 - - # Secured by First pari passu charge by way of mortgage and hypothecation over all immovable properties and moveable fixed assets (other than Vehicle acquired under specfic vehicle loan) of Cement Division, (both present and future) and further secured by second pari pasu charge on all current assets of the Company.

$ Secured by First charge on fixed assets of the Cement Division of Company , both present and future, to be shared pari passu with the providers of the other debt and existing lenders; further secured by way of second pari pasu charge on current assets of Cement Division.

@ Secured by First ranking mortgage and Hypothecation on all immovable & movable, present & future assets related to the Cement Division (excluding Current Assets) to be shared pari passu with other lenders in respect of other debts and existing secured lenders to the Cement Division in respect of the existing debt.

* The loan is secured by way of first & exclusive charge on the vehicle purchased therefrom.


71

(` In Lakhs)

non current current

2014-15 2013-14 2014-15 2013-14ii) unsecured

Public DepositsOthers - 688.66 - 114.84

688.66 114.84Less: Shown under other current liabilites - - - (114.84)

(Refer note no 10) 688.66 - - grand total 1,10,042.78 53,567.65 9,681.33 11,734.05Less: Shown under other current Liabilities (refer Note No.10)

- - (9,681.33) (11,734.05)

1,10,042.78 53,567.65 - -

2014-15 2013-14

5. deFeRRed taX liaBilitieS (net)Liabilities :

Depreciation 17,394.21 15,442.01Assets :

Difference of value of Stock u/s 145A of the Income Tax Act, 1961 324.64 322.59Expenses allowable in computing taxable income on payment basis 694.77 591.62Exchange loss on loan for capital expenditure 293.91 288.73Provision for doubtful debts & obsolescence 814.52 598.03

2,127.84 1,800.97Net Liability 15,266.37 13,641.04

6. otheR long teRm liaBilitieSTrade Payables (Due to micro & small enterprises - Nil (PY-Nil))

3,151.35 3,225.44

Security Deposit 11,533.98 8,983.15Accrued interest on public deposits - 54.62

14,685.33 12,263.21

7. long teRm pRoViSionSEmployee benefits Leave encashment (unfunded) 437.07 275.73

437.07 275.73

8. ShoRt teRmS BoRRoWingSSecureda) Loans repayable on demand

Cash Credits from Banks* 9,918.21 7,547.79b) Other Loans and advances

Buyer's Credit from Banks * 2,269.90 - unsecuredc) Loans and advances from Related PartyPublic Deposits

- Related Parties - 26.75- Other than Related Parties - 676.58

12,188.11 8,251.12* Working capital facilities (fund based & non fund based limits) and Buyer’s credit are secured by first pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation. These facilities are further secured by second charge over the fixed assets of the Cement Division of the Company.


72

(` In Lakhs)

2014-15 2013-149. tRade payaBleS

Micro & Small Enterprises 64.19 28.64Others 28,766.16 21,250.51

28,830.35 21,279.15

Disclosure as per Section 22 of "The Micro, Small and Medium Enterprises Development Act 2006":

particulars as at 31st march,

2015

As at 31st March,

2014 (i) the principal amount and the interest due thereon remaining unpaid to any supplier

- Principal Amount - -

- Interest thereon - -

(ii) the amount of interest paid by the buyer in terms of Section 16, along with the amounts of the payment made to the supplier beyond the appointed day

- -

(iii) the amount of interest due and payable for the period (where the principal has been paid but interest under the MSMED Act, 2006 not paid)

- -

(iv) The amount of interest accrued and remaining unpaid (Since paid) - -

(v) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.

- -

10. other current liabilities

Current maturities of long-term debts (Refer note no 4) 9,681.33 11,734.05

Interest accrued but not due on borrowings 849.23 900.24

Unpaid dividends # 106.92 96.54Unpaid matured deposits and interest accrued thereon #

- 14.51

On Capital Account 2,870.92 3,951.22

Security Deposits 2,510.29 1,968.72

Advance payments from customers 4,199.10 3,813.33

Other payables

- Statutory dues 3,925.34 3,233.03

- Directors commission 44.55 37.40

- Recoveries from employees on behalf of others 81.42 57.46

24,269.10 25,806.50

# There are no amount due & outstanding to be credited to the Investor Education & Protection Fund

11. Short term provisionsEmployee benefits

Leave encashment (unfunded) 95.27 139.04Superannuation (funded) 19.13 18.66

OthersExchange fluctuation - forward contracts 0.26 8.20Proposed dividend 2,276.01 2,276.01Tax on proposed dividend 463.34 386.81

2,854.01 2,828.72


73

12. FiXed aSSetS (` in lakhs)

gross Block depreciation / amortization net Block

Fixed assets As at 01.04.2014

additions disposals / adjustments

as at 31.03.2015

up to 31.03.2014

For the year

on disposals

up to 31.03.2015

as at 31.03.2015

As at 31.03.2014

a tangible assets

Land 653.74 2.68 0.49 655.93 - - - - 655.93 653.74

Land under lease 1,917.71 1.80 - 1,919.51 64.02 19.55 - 83.57 1,835.94 1,853.69

Buildings 12,312.77 3,420.59 14.77 15,718.59 4,311.73 1,376.60 12.54 5,675.79 10,042.80 8,001.04

Plant and Equipment 2,03,908.61 10,474.24 498.74 2,13,884.11 96,485.71 12,114.05 456.79 1,08,142.97 1,05,741.14 1,07,422.90

Plant & Equipment under lease

574.06 - - 574.06 444.64 100.72 - 545.36 28.70 129.42

Furniture and Fixtures 698.33 222.20 15.03 905.50 362.59 124.17 7.91 478.85 426.65 335.74

Vehicles 5,147.06 132.48 31.72 5,247.82 3,646.66 499.47 28.85 4,117.28 1,130.54 1,500.40

Office equipments 2,279.88 598.11 213.11 2,664.88 1,519.31 624.70 206.65 1,937.36 727.52 760.57

Railway Line 4,597.86 - 0.39 4,597.47 2,408.41 431.23 0.39 2,839.25 1,758.22 2,189.45

Live Stock 8.67 2.75 1.19 10.23 - - - - 10.23 8.67

total 2,32,098.69 14,854.85 775.44 2,46,178.10 1,09,243.07 15,290.49 713.13 1,23,820.43 1,22,357.67 1,22,855.62

b intangible assets

Computer software 918.29 63.49 24.32 957.46 412.46 210.25 22.32 600.39 357.07 505.83

total 918.29 63.49 24.32 957.46 412.46 210.25 22.32 600.39 357.07 505.83

total a & b 2,33,016.98 14,918.34 799.76 2,47,135.56 1,09,655.53 15,500.74 735.45 1,24,420.82 1,22,714.74 1,23,361.45

Previous Year 2,00,021.36 33,148.16 152.54 2,33,016.98 94,892.81 14,898.83 136.11 1,09,655.53 1,23,361.45 1,05,128.55

c capital Work in progress

13,113.64 15,883.12

total - - - - - - - - 13,113.64 15,883.12

notes1 Gross Block includes amount added in 1985 on revaluation of Land `132.31 lakhs, Buildings `1,200.64 lakhs and Plant and Machinery

`1,917.55 lakhs as carried out by an external independent valuer. Since the valuation was carried out long back the indices applied by the valuer is not avaliable.

2 Additions to Fixed Assets and Capital work-in-progress include net borrowing cost of `625.09 lakhs capitalised during the year(Previous Year `1314.36 lakhs).

3 Addition to Capital WIP includes Pre operative expenses/income as detailed under Note 29.19.4 Depreciation for the year includes `1608.69 lakhs (Pr.Year: `2173.39 lakhs) charged to cost of materials consumed (Note No.23) and `nil

(Pr.Year: `84.72 lakhs) capitalised to project.5 There has been no impairment loss on assets during the year.

Face Value no. of Shares / units amount ( in ` lakhs)

2014-15 2013-14 2014-15 2013-14

13. non cuRRent inVeStmentS

tRade - unquoted - at cost

equity instruments - Fully paid up

Subsidiary

OCL Global Ltd (Face Value in USD) 1 1,00,000 1,00,000 4,145.18 4,145.18

Odhisa Cement Limited 10 50,000 50,000 5.00 5.00

Joint VentureRadhikapur (West) Coal Mining Pvt Ltd (Note 29.7)

10 73,48,000 73,48,000 734.80 734.80

Others

First Capital India Limited 6 166 166 0.01 0.01

India Information Technology Limited 10 1 1 - -

preference Shares - Fully paid up

Subsidiary

OCL Global Ltd (Face Value in USD) * 1 27,30,000 27,30,000 1,330.42 1,330.42

(5% non-cumulative redeemable)

total (a) 6,215.41 6,215.41 * Redeemable at the option of the company in tranches of the company’s choice but not later than 10 years from the date of issue (10-01-2008)


74

Face Value no. of Shares / units amount ( in ` lakhs)

2014-15 2013-14 2014-15 2013-14

non tRade - unquoted

(unless otherwise stated)

at cost


Others

Crescent Finstock Limited 10 1,400 1,400 - -

Gujarat Composite Limited 10 16 16 - -

Ispat Profiles India Limited (`75/-) 10 50 50 - -

Bagalkot Udyog Limited 1 100 100 0.01 0.01

Orissa Industries Limited 10 73,450 73,450 1.40 1.40

The Scindia Steam Navigation Company Ltd 20 504 504 0.06 0.06

The Travancore Cements Limited 10 100 100 0.01 0.01

Digvijay Finlease Limited 10 25 25 - -

Indo Flogates Limited 10 100 100 0.01 0.01

Bagalkot Cement & Industries Ltd 10 1 1 - - Kanoria Sugar & General Mfg.Co. Limited (`183)

10 25 25 - -

Magnesite & Minerals Limited 10 100 100 0.01 0.01

Usha Ispat Limited 10 100 100 0.01 0.01

Orind Exports Limited (`201) 10 100 100 - -

debentures or Bonds

Non-convertible Secured - Fully paidup

8% - Indian Chamber of Commerce 100 12 12 0.01 0.018% - Indian Chamber of Commerce - Fractional (`50)

25 2 2 - -

others - Fully paid up

Co-operative Society 100 50 50 0.05 0.05

Property Rights in Holiday Resort 4 4 0.41 0.41

total (B) 1.98 1.98 Less : Provision for dimunition in the value of Investments

351.45

total ( a + B) 5,865.94 6,217.39

Quoted Investments - -

Unquoted Investments 5,865.94 6,217.39

5,865.94 6,217.39

Market value of quoted investments - - Note : Cost below `400/- are given in brackets


75

(` In Lakhs)

non current current

2014-15 2013-14 2014-15 2013-1414. loanS and adVanceS

capital advances Secured - considered good 111.78 474.60 - - Unsecured - considered good 1,123.32 485.96 - - Security deposits Unsecured, considered good 42.69 27.78 1,625.62 2,609.21loans and advances to related partiesUnsecured, considered good (Refer note no 29.10) - - 7.25 2.75other loans and advancesSecured, considered good

Loan to employees 10.13 15.53 12.66 6.66Unsecured, considered good

Balances with govt. authorites - - 3,493.57 5,123.61Loan/ Advances recoverable in cash / kind 61.43 79.02 4,420.46 3,201.47Loans / advances to employees 26.67 30.13 150.46 102.44Mat credit entitlement 391.02 208.02 - - Advance income tax (net of provision for taxation) 3,122.10 2,886.67 - -

Unsecured - considered doubtful - - 13.60 27.14Less: Provision for doubtful advances 13.60 27.14

4,889.14 4,207.71 9,710.02 11,046.14

2014-15 2013-1415. otheR non cuRRent aSSetS

Unsecured, considered goodAccrued interest - 27.93

- 27.93

no. of Shares / units amount ( in ` lakhs)

2014-15 2013-14 2014-15 2013-1416. cuRRent inVeStmentS

non tRade - unquoted - at cost or naV whichever is lower

a). investments in debentures or bonds(commercial paper-axis Finance ltd.)

24,905.82 -

b). units of mutual Funds - Fully paid upUTI Treasury Advantage Fund - Inst Plan (DDP) - Reinvest 123,386 637,340 1,236.72 6,388.19Birla Sunlife Saving Fund - Instl. -DD -Reinvest 3,259,664 7,117,375 3,269.82 7,147.70BSL Floating Rate Fund -Long Term - GRP 17,931,034 - 30,000.00 - MF-IDFCUSTF-Growth 3,759,835 - 700.79 - MF-IDFC-DBF-Quarterly Dividend Plan 49,659,573 - 5,264.66 - MF-IDFC Money Manager Fund -Treasury Plan -Daily Dividend

7,071,731 15,917,599 709.53 1,602.89

ICICI Prudential Flexible Income Plan Premium - Daily Dividend

287,069 5,798,149 303.53 6,130.72

ICICI Prudential Inst Short term Plan - Divd Reinvestment Fortnight

41,127 38,582 4.98 4.58

ICICI Prudential Flexible Income Regular Plan - Growth 11,417,450 - 30,000.00 - ICICI Prudential Interval Fund Quartely Interval Plan I- Direct Plan -Dividend

- 8,000,000 - 800.00

ICICI Prudential Interval Fund II Quarterly Interval Plan B- Direct Plan- Dividend

- 4,998,250 - 500.00

SBI - SHF- Ultra Short term Fund - Regular Plan- DD 1,408 113,573 14.15 1,139.05MF-SBI-DBF-RPG 7,000,000 - 700.00 - Templeton India Short term income retail plan 35,256 35,256 800.00 800.00Franklin India Ultra Short Bond Fund - SIP - DDR 40,084,128 - 4,040.20 - HDFC Floating Rate Income Fund STP-WO-DR 35,381,850 - 3,566.81 - total (b) 80,611.19 24,513.13total (a+b) 1,05,517.01 24,513.13net asset Value 80,760.98 24,631.02


76

(` In Lakhs)

2014-15 2013-14

17. inVentoRieS (Refer note 1.6 for mode of valuation)

Raw Materials and components

- In Stock 6,693.52 6,132.31

- In Transit 207.49 55.52

Work-in-progress

- In Stock 2,741.44 4,215.81

- In Transit 212.08

Finished goods

- In Stock 7,649.91 6,403.22

- In Transit 876.55 601.03

Stock-in-trade

- In Stock - 51.75

- In Transit 2,669.32 552.96

Stores, spares, fuel & packing materials

- In Stock 9,893.48 10,053.96

- In Transit 5,768.34 3,569.69

Loose Tools

- In Stock 33.92 26.31

total 36,533.97 31,874.64

18. tRade ReceiVaBleS

Outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good 438.00 464.79

Unsecured, considered good 1,319.79 1,539.40

Unsecured, considered doubtful 1,642.00 1,389.01

3,399.79 3,393.20

Less: Provision for doubtful debts 1,642.00 1,389.01

1,757.79 2,004.19

Others

Secured, considered good 8,448.53 6,732.82


18,153.54 20,678.20

total 19,911.33 22,682.39

19. caSh & BanK BalanceS

cash & cash equivalents

Balance with banks:

- In current accounts 7,097.38 6,601.85

- In deposit with original maturity of less than 3 months 1,700.00 1,700.00

- In unpaid dividend account 106.92 96.54

Cheques & drafts on hand 1.83 -

Cash on hand 21.40 23.71

Stamps on hand 0.03 0.03

other Bank Balances

Deposits Earmarked (CY-Nil / PY -Against Public Deposits) - 133.19

8,927.56 8,555.32


77

(` In Lakhs)

2014-15 2013-14

20. other current assets

Interest accrued but not due 204.68 180.01

Claims & other receivable

Considered good 788.83 323.92

Considered doubtful 9.22 8.44Assets held for sale (at lower of net book value and net realisable value)

2.79 14.87

Others 14.10 16.53

1,019.62 543.77

Less : Set off from provision for doubtful debts 9.22 8.44

1,010.40 535.33

21. Revenue from operations (Refer note no 1.7 on revenue recognition)

Sale of products

Cement 2,11,280.91 1,73,776.58

Refractories 28,783.25 28,892.51

Power 437.11 216.57

Others -Clinker 3,940.55 2,456.68

Others - Dolomite - 63.50

Sale of traded products

Slag & Coal 1,693.41 5.54

Refractories 3,398.99 3,567.72

Sale of Services

Marketing Services 1,129.52 801.05

Business Auxiliary Services 10.08 9.07

other operating Revenue 1,568.33 697.40

2,52,242.15 2,10,486.62

less: excise duty 30,750.26 26,358.81

2,21,491.89 1,84,127.81

22. otheR income

Interest Receipts - On deposits, tax refunds and from customers etc. 282.08 579.62

Profit on sale of assets 158.39 0.71

Gain due to Exchange Difference other than considered as finance cost (Net) 40.72 -

Dividends from investments in mutual funds-current 1,070.92 871.80

Profit on sale of long term investment - 681.20

Profit on sale of current investments 397.51 19.55

Other Non Operating Income 829.90 1,502.51

2,779.52 3,655.39


78

(` In Lakhs)

2014-15 2013-1423. coSt oF mateRialS conSumed

i) Limestone (Own Quarry) - See foot note (b)below 10,544.18 11,058.39ii) Slag 15,608.80 15,145.79iii) Others # 16,458.50 13,996.00

42,611.48 40,200.18a) # none of these individually account for more than 10% of the total cost of

material consumedNote:b) expenses included in the cost of raw materials

Salaries and Wages 692.75 602.90Contribution to Provident and Other Funds 91.11 64.66Workmen and Staff Welfare Expenses 50.49 42.02Payment to Contractors for Services 1,417.56 1,588.39Power and Fuel 973.99 854.70Consumption of Stores and Spare Parts 2,469.11 3,083.56Repairs to Machinery 1,327.79 1,750.15Repairs to Buildings 0.95 4.17Royalty and Cess 2,113.19 1,691.29Rent - 1.46Rates and Taxes 112.17 119.02Insurance 37.70 32.79Depreciation 1,608.69 2,173.39Sundry Sales/Income -52.83 -47.56

10,842.67 11,960.94

24. puRchaSe oF goodS tRadedSlag & Coal 4,240.21 5.76Refractories 2,950.51 3,826.96

7,190.72 3,832.72

25. changeS in inVentoRieS oF FiniShed goodS , WoRK in pRo-geSS & StocK in tRadeStocks at the beginning of the year

Finished Goods 7,004.25 9,212.28Traded Goods 604.71 282.01Work in Progress 4,427.89 5,779.82

12,036.85 15,274.11Less: Stocks at the end of the year (See foot note below)

Finished Goods 8,526.46 7,004.25Traded Goods 2669.32 604.71Work in Progress 2,741.44 4,427.89

13,937.22 12,036.85 (1,900.37) 3,237.26

Foot Note:-Stock in tradea) Finsihed Goods

Cement 3,101.86 2,840.62Refractories 5,424.60 4,163.63

8,526.46 7,004.25b) Traded Goods

Refractories 310.29 604.71Cement 2,359.03 -

2,669.32 604.71c) Semi Finished Goods

Cement 2,063.85 3,257.06Refractories 677.60 1,170.83

2,741.45 4,427.89


79

(` In Lakhs)

2014-15 2013-14

26. employee BeneFitS eXpenSe

(Refer note 1.8 on employee benefits)

Salaries, Wages, Bonus and Gratuity 11,578.36 9,505.69

Contribution to Provident and Other Funds 989.00 892.47

Contribution to Provident and Other Funds - Contractors employees 335.25 309.30

Workmen and Staff Welfare Expenses 634.67 466.52

13,537.28 11,173.98

27. Finance coStS

Interest expense

On Term Loans, Debentures and Deposits 6,289.11 5,633.40

To Banks and Others 94.24 931.47

Other Borrowing Cost 400.44 95.31

Applicable net gain/loss on foreign currency transactions and translation 316.84 147.20

7,100.63 6,807.38

28. otheR eXpenSeS

Consumption of Stores, Spare parts and Packing materials 12,782.74 9,922.35

Repairs and Maintenance

Machinery 6,809.48 5,691.85

Buildings 1,043.86 530.83

Others 171.78 140.38

Payments to Contractors for Services 6,432.98 4,516.83

Royalty and Cess 5.96 15.78

Rent 1,085.05 954.11

Rates and Taxes 1,381.92 1,926.74

Excise duty on Stock and Others 247.40 (409.95)

Commission to Selling Agents 1,008.56 751.78

Rebates, Discounts and Allowances 714.81 444.98

Insurance 383.93 323.61

Travelling 829.60 671.59

Advertisement and Publicity 2,469.69 1,671.85

Legal 146.50 157.12

Directors' Travelling and Conveyance 18.88 16.66

Directors' Fees 31.25 9.90

Commission to Non Executive Directors 49.50 41.55

Charity and Donations 329.50 556.96

Dimunation in Value of Investment 351.45 -

Loss on sale of Current Investments - 42.70

Assets Written off and Loss on Sale of Assets 52.19 2.50Loss due to Exchange fluctuation other than finance cost (Net)

- 795.91

Provision for Doubtful Debts 232.90 474.81

Bad Debts Written Off 4.30 0.50

Provision for Obsolesence in Inventory 9.79 26.17

Payments to Outside Agencies 4,729.03 3,903.53

Miscellaneous Expenses 7,195.29 4,715.45

48,518.34 37,896.49


80

(` In Lakhs)

2014-15 2013-1429 otheR noteS FoRming paRt oF the Financial StatementS29.1 contingent liabilities not provided for in respect of :

(i) Claims against the Company not acknowledged as debts

(a) Disputed liability relating to ESI Contribution on over time wages and other allowances

59.96 57.95

(b) Disputed liability relating to PF Contribution on certain allowances 71.22 71.22

(c) Disputed liability relating to payment of premium on forest land used for Mining purpose

154.13 154.13

(d) For Pollution Control Board, Orissa 8.86 8.86

(e) Disputed claim for supply of Refractories 156.30 156.30

(f) Disputed liabilities relating to Railway for enhanced Godown rent and over loading penal charges

219.14 197.49

(g) Disputed Sales Tax demand(including interest & penalty)-matter under ap-peal

838.94 665.57

(h) Disputed Entry Tax demand-matter under appeal 416.60 293.28

(i) Disputed Excise matters 3,756.38 3,756.38

(j) Disputed liabilities relating to purchase of Electricity - 302.16

(k) Disputed liabilities for Lanjiberna Mines for payment of Stamp Duty 8,349.76 8,349.76

(l) Disputed liabilities for Lanjiberna Mines for payment under Mines and Min-erals (Development & Regulation) Act.

2,419.17 -

(m) Others 86.21 222.15

16,536.67 14,235.25

(ii) Other monies for which the Company is contingently liable :

(a) Disputed liability relating to labour matters-pending in Courts 3.01 4.57

(b) Disputed liability relating to Land matters-pending in Courts 38.21 39.51

(c) Others 78.00 78.50

total 119.22 122.58

(iii) Disputed liability in respect of Income Tax demands 296.10 213.03

In respect of items above, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements / decisions pending at various forums / authorities.

(iv) a) Liability on account of OD limit of USD 3.50 million enjoyed by OCL Global Limited a Subsidiary, secured by First pari passu charge on current assets of the company and further secured by second pari passu charge on fixed as-sets of cement division of the company outstanding amount at year end USD 15,86,704.55 (PY USD 8,39,441) #

1,000.57 498.21

b) Guarantee given to Banks on behalf of OCL China Ltd USD 25,80,673 (Previ-ous Year USD 29,48,184)#

1,627.37 1,749.75

c) Guarantee given to Banks on behalf of Radhikapur (West) Coal Mining Private Limited against which counter guarantee of `3.32 Lacs has been received from OISL#

- 636.00

# Details of loans given,Investments made and guarantee given covered U/S 186(4) of the Companies Act, 2013

Sl. no.

name purpose as at 31st march,

2015

As at 31st March,

2014 1. OCL Global Ltd. Guarantee given to bank to provide Over

Draft Facility 1,000.57 498.21

2 OCL China Ltd. Guarantee given to bank to provide Working Capital Facility

1,627.37 1,749.75

3 Radhikapur ( West) Coal Mining Pvt. Ltd.

Guarantee given to bank - 636.00

29.2 estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for

3,483.41 5,865.96


81

(` In Lakhs)

2014-15 2013-14

29.3 Remuneration to auditors and expenses

Auditors

Audit Fee 18.00 16.00

Tax Audit Fee 4.00 4.00

In Other Capacities

Taxation matters 1.00 0.75

Certification of Quarterly Limited Review 7.00 6.00

Certification of other Statements 6.75 7.10

Expenses including boarding and Lodging 7.02 13.00

Cost Auditor

Audit Fee 1.00 0.70

Expenses including boarding and Lodging 0.32 0.21

29.4 In the opinion of the Board and to the best of their knowledge and belief, the valuation on realisation of current assets, loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

29.5 The Supreme Court of India in April, 1996, upheld the validity of Jute Packing Materials (Compulsory use in Packing Commodities) Act, 1987. The Company has been legally advised that the Act is applicable to it only with effect from October, 1996. Under the Act, Cement Manufacturers are required to use Jute Packaging Material for supply or distribu-tion upto 50% of their total production. The Calcutta High Court has granted stay against show cause notice received by the Company from the Jute Commissioner.The Transfer Petition filed by the Union of India before the Hon’ble Supreme Court was dismissed by the Hon’ble court due to default and as a result of which the pending writ of the Company will be heard by the Hon’ble Kolkata High Court on merits. The amount that may become payable, is presently not ascertainable. However, the Government has not notified the compulsory packing of Cement in jute packing materials for the period effective from 1st July, 1997.

29.6 In respect of licence granted for captive mining Block at Radhikapur mines, a Joint Venture company Radhikapur (West) Coal Mining Private Limited has been incorporated on 29th March 2010 in which the Company’s interest jointly with OCL Iron & Steel Limited (OISL) is 14.696%. The Company has invested `734.80 Lacs (PY 734.80 lakhs) in equity shares of the JV Company which includes `383.35 Lacs (PY `383.35 lakhs) being proportionate value of shares to be transfered to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint Venture Partners.

the details of the company’s interest in J.V are as under:

(` In Lakhs)

particulars as at march 31, 2015

(unaudited)

As at March 31, 2014

(Unaudited)equity & liaBilitieS

current liabilities

Short-term borrowings - -


Other current Liabilities 0.02 0.02

total 0.33 0.94

aSSetS

non-current assets

Tangible assets 0.10 0.22

Pre-Operative Expenses 54.10 63.02

Long term loans and advances 149.80 149.80

current assets

Cash and bank balances 138.17 130.97

Short term loans and advances 4.29 3.28


total 351.79 352.40

This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under Pre-Operative expenses.


82

29.7 Consequent upon decision of the Hon’ble Supreme Court of India cancelling the allocation of Coal block, vide Order dated 24th September, 2014, the Company is in the process of assessing the recoverabilty of the amounts invested of `351.45 Lakhs in the Joint Venture Company ‘’Radhikapur (West) Coal Mining Private Ltd.’’. As a matter of prudence, a provision for similar amount has been made in the accounts during the current year.

29.8 Bank balances includes `0.45 Lakhs (PY `0.45 Lakhs-)lying in a current account with a nationalised bank, to be operated jointly by the authorised signatories of the Company and OISL in respect of Coal Block Operations as mentioned in note 29.7 above

29.9 Segment disclosure (aS - 17)

(` In Lakhs)

particulars cement Refractory others unallocable total

Segment operating Revenue

External 2,17,351.97 33,312.23 9.61 2,50,673.81

(1,76,455.37) (33,325.08) - (8.77) (2,09,789.22)

Segment Result

Profit / (Loss) before Tax and Interest 25,988.77 1,812.58 -4,598.31 23,203.04

(22,303.00) (15,38.00) -(3,725.26) (20,115.74)

Less : Interest 7,100.63 7,100.63

(6,807.38) (6,807.38)

Profit before Taxation 16,102.41

(13,308.36)

Provision for Taxation - Current 3,291.53 3,291.53

(3,039.95) (3,039.95)

- Deferred 1,625.33 1,625.33

(688.80) (688.80)

- Less : MAT Credit entitlement

-183.00-(208.02)

-183.00-(208.02)

Profit after Taxation 11,368.55

(9,787.63)

other information

Segment Assets 1,84,245.79 28,748.30 1,15,199.66 3,28,193.75

(1,85,137.27) (29,545.06) (34,222.22) (2,48,904.56)

Segment Liabilities 52,536.28 4,684.99 1,51,351.85 2,08,573.12

(39,795.23) (6,867.75) (91,250.13) (1,37,913.12)

Capital Expenditure including capital WIP

11,918.38 162.07 68.41 12,148.86

(34,599.15) (736.74) (24.87) (35,360.76)

Depreciation 14,965.43 443.56 91.75 15,500.74

(14,245.81) (579.48) (73.54) (14,898.83)

Non cash expenses other than depreciation :

Provision for Leave encashment 66.88 39.72 10.97 117.57

(77.33) -(3.06) (12.32) (86.59)

Figures in brackets are in respect of previous year.

note :a) As per practice consistently followed, inter segment transfers for capital jobs recognised at cost and for other jobs at

estimated realisable value.b) Business segment is considered as primary segment and there is only one geographical segment.


83

29.10 Related party disclosures (aS-18)

a) Related parties and their relationship :1) Key management personnel: Shri M H Dalmia, Shri R H Dalmia, Shri.Gaurav Dalmia(Managing Director),

Shri D.D.Atal (Wholetime Director)Relatives: Shri.A.H.Dalmia, Shri.V.H.Dalmia, Shri Y.H Dalmia, Smt. Abha Dalmia, Smt.

Padma Dalmia, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Smt. Kanupriya Somany, Smt.Sharmila, Dalmia, Shri.Puneet Yadu Dalmia, Smt.Kiran Atal

2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formly Dalmia Bharat Entrprises Ltd)3) Holding Company: Dalmia Cement (Bharat) Limited (w.e.f 25.02.2015)4) Subsidiary: OCL Global Limited, Odisha Cement Limited5) Step down Subsidiary: OCL China Limited6) Enterprises over which key management personnel are able to exercise significant influence : Hari Machines

Limited, Dalmia Bharat OCL Trust, Dalmia Institute of Scientific & Research (DISIR), Dalton International Ltd, Landmark Property Development Co.Ltd, Shree Natraj Ceramic & Chemical Industries Ltd, Landmark Landholdings Pvt.Ltd, Dalmia Bharat Sugar & Industries Ltd, Calcom Cement India Ltd, Debikay Systems Limited, Kiran Resources (P)Ltd, Dalmia Magnesite Corporation, Dalmia Cement East Limited, Dalmia Refrac-tories Limited

b) Transactions with above in ordinary course of business :

(` In Lakhs)

2014-15 2013-141) Transactions with parties referred in (1) above:

a) Remuneration /Pension 1,160.55 839.53b) Fixed Deposit received - 7.75c) Fixed Deposit repaid 28.05 - d) Interest Expense 0.99 1.98e) Service received 12.52 9.79f) Rent Paid 77.21 58.93g) Payable at the year end - 33.90

2) Transactions with parties referred in (2) above:a) Service rendered 0.09 5.21b) Service received 2,816.11 2,681.66c) Payable at the year end 1,025.06 697.82

3) Transactions with parties referred in (3) above:a) Purchase of goods 1.30b) Purchase fixed assets 42.40c) Service rendered 0.52 0.64d) Service received 8.41 13.87e) Receivable at the year end 0.08 0.31f) Payable at the year end 16.68

4) Transactions with parties referred in (4) above:a) Purchase of goods and fixed assets 1,411.15 2,250.25b) Service rendered 162.18 153.98c) Guarantee Provided ( USD 15.87 Lakhs) (Previous year USD 8.39 Lakhs) 1,000.57 498.21d) Receivable at the year end 3.20 1.82e) Payable at the year end 348.23 520.37

5) Transactions with parties referred in (5) above:a) Guarantee Provided ( USD 25.81 Lakhs) (Previous year USD 29.48 Lakhs) 1,627.37 1,749.75

6) Transactions with parties referred in (6) above:a) Purchase of goods 430.64 369.51b) Purchase fixed assets - 18.41c) Sale of goods 4,707.39 3,008.65d) Service rendered 52.15 102.19e) Service received 196.29 264.18f) Rent Paid - 13.93g) Receivable at the year end 1,006.70 1,454.96h) Payable at the year end 89.93 136.62


84

(` In Lakhs)

2014-15 2013-14

c) disclosure of material transactions with Related parties

Remuneration

Syt.M.H.Dalmia 103.05 22.66

Syt.R.H.Dalmia 343.70 278.11

Shri.D.D.Atal 282.82 182.52

Shri.Gaurav Dalmia 348.66 280.82

purchase of fixed assets

Hari Machines Ltd. - 2.41

purchase of goods

Dalmia Cement(Bharat) Ltd. - 1.30

Dalmia Bharat Sugar & Industries Ltd 83.54 33.66

Dalmia Refractories Limited 329.27 270.93

Sale of goods and fixed assets

Calcom Cement India Limited 3,031.32 2,082.10

Dalton International. Ltd 1,096.72 899.22

Hari Machines Ltd. 10.83 20.08

Dalmia Refractories Limited 58.44 -

Dalmia Cement East Limited 499.87 -

Service rendered


Service received


Dalmia Cement(Bharat) Ltd. 8.41 13.87

Dalmia Bharat Ltd 2,816.11 2,681.66

DISIR 131.40 119.70

Dalton International. Ltd 40.06 111.89

Astir Properties Pvt. Ltd.(Rent) - 13.93

Receivable at the year end



Dalmia Refractories Limited 47.77

Calcom Cement India Limited 188.32 542.49

payable at the year end


Dalmia Bharat Ltd 1,025.06 697.82



29.11 earning per share (epS) aS - 20

Profit after tax (In ` Lakhs) 11,368.55 9,787.63

Weighted Average No. of equity shares of `2 each as on 31.03.2015

Basic & Diluted (No in Lakhs) 569.00 569.00

EPS (`)

Basic & Diluted 19.98 17.20


85

(` In Lakhs) % 2014-15 % 2013-14

29.12 Value of imported and indigenousRaw Materials and Spareparts Consumedi) Raw Materials

Imported 13.54 5,932.18 11.87 4,887.43Others 86.46 37,881.68 88.13 36,284.82

ii) SparepartsImported 7.99 468.44 27.70 1,377.28Others 92.01 5,391.26 72.30 3,594.72

29.13 imports (c.i.F. Value)i) Raw Materials 5,453.48 7,381.91ii) Components and Spareparts 1,652.94 2,209.07iii) Capital Goods 14.80 6,042.91

29.14 expenditure in foreign currency:i) Royalty and know how fees 5.96 7.23ii) Interest on Foreign Currency Loans 757.61 306.13iii) Professional/ Consultation fee 97.61 435.55iv) Commission 258.51 206.55v) High Sea Purchase 434.68 19.93vi) Other Matters 72.40 24.45

29.15 earnings in Foreign exchangei) Goods exported (F.O.B. Value) 5,335.10 5,248.43ii) Sale of goods on High Sea 750.47 63.79iii) Service charges 155.99 146.13iv) Sundry receipts 4.39 0.18

29.16 The Company has not paid dividends in foreign currency during the year in respect of shares held by non-residents. The amount payable to non-resident shareholders has been paid to their mandatee banks. The amount of dividend so paid to non resident shareholders during the year is as follows:

2014-15 2013-14i) No.of non-resident share holders 163 171ii) No. of equity shares held by them 27,29,938 27,59,424iii) Amount of dividend paid (In ` Lakhs) 109.2 41.39iv) Year to which the dividend relates 2013-14 2012-13

29.17 Foreign currency exposure (amount in lakhs)i) Hedged - Forward Contracts for imports (USD) uSd 1.00 8.77

euro 0.50 0.19Term Loan uSd 139.05 79.32Foreign Currency Loan availed under Buyers' Credit uSd 36.00 - Creditors uSd 35.44

ii) Not Hedged - Trade receivables uSd 9.54 6.84 euro 4.11 7.02 gBp 7.67 10.12

- Trade payables uSd 99.82 11.10 euro 8.32 1.52 Jpy 6.67 9.01 gBp 0.02 0.30

Cash & Bank Balance uSd (cy 5.75 py 47.75)

- -

gBp (cy 1.2 py 249.2)

- -

euRo (cy 6.66 py 151.66)

- -

RmB 0.03 0.03 Jpy 0.01 0.14

Kwacha 0.30 0.30Term Loan uSd 168.58 164.09PCFC LOAN uSd 4.89 4.27

euRo 5.63 8.64 gBp 4.33 7.85


86

29.18 employee Benefits - aS 15 (Revised)

a) The Company has determined the liability for Employee benefits as at March 31, 2015 in accordance with revised Accounting Standard 15 notified by Govt. of India - Employee defined benefits.

b) Following information are based on report of Actuary Defined benefit plans as at March 31, 2015

(` In Lakhs)

2014-15 2013-14

gratuity(Funded)

leaveencashment

(unfunded)

Gratuity(Funded)

LeaveEncashment

(Unfunded)a Break-up of expenses

1 Current Service Cost 212.01 303.42 174.19 246.15

2 Interest cost 131.21 27.92 119.63 21.05

3 Expected return on plan assets (164.83) - (126.52) -

4 Net Actuarial (gain) / loss recongised during the year

82.13 (82.46) 106.52 (19.60)

5 Total expense 260.52 248.88 273.82 247.60

B actual return on plan assets

1 Expected return on plan assets 164.83 - 126.52 -

2 Actuarial gain / (loss) on plan assets 56.05 - (22.84) -

3 Actual return on plan assets 220.88 103.68

c Reconciliation of obligation and fair value of assets

1 Present value of the obligation at the end of the year

2,057.16 532.34 1,704.36 414.77

2 Fair value of plan assets at the end of the year 2,057.20 - 1,704.52 -

3 Funded status [surplus / (deficit)] 0.04 (532.34) 0.16 (414.77)

d change in present value of the obligation during the year ended march 31, 20151 Present value of obligation as at April 1, 2014 1,704.36 414.77 1,488.05 328.18


3 Interest cost 131.21 27.93 119.63 21.05

4 Benefits paid (128.60) (131.32) (161.19) (161.01)

5 Actuarial (gain) / loss on plan assets 138.18 (82.46) 83.68 (19.60)

6 Present value of obligation as at March 31, 2015 2,057.16 532.34 1,704.36 414.77

e change in assets during the year ended march 31, 2015

2014-15 2013-14

1 Fair value of plan assets as at April 1, 2014 1,704.52 1,488.53

2 Expected return on plan assets 164.83 126.52

3 Contribution made 260.40 273.50

4 Benefits paid (128.60) (161.19)

5 Actuarial gain / (loss) on plan assets 56.05 (22.84)

6 Fair value of plan assets as at March 31, 2015 2,057.20 1,704.52

F the major category of plan assets as a percentage of total planGratuity : 80% (PY80%) invested with Central Govt/State govt/State Govt. Securities/Public sector bonds Fixed Deposit

with PSU BanksLeave Encashment : Unfunded


87

2014-15 2013-14

gratuity leaveencashment

Gratuity LeaveEncashment

g actuarial assumptions

1 Discount rate 8.00% 8.00% 8.50% 8.50%

2 Expected rate of return on plan assets 9.67% n/a 8.50% NA

3 Mortality ialm (2006-08)

ultimate

ialm (2006-08)

ultimate

IALM (2006-08)

ULTIMATE

IALM (2006-08)

ULTIMATE4 Salary escalation 6.00% 6.00% 6.00% 6.00%

c) gratuity is administered by an approved gratuity fund trust

d) amount recognised as an expense in respect of defined benefits plan as under :

(` In Lakhs)

2014-15 2013-14

1 Contribution to Gratuity Fund 260.40 273.50

2 Gratuity paid directly 17.66 39.97

3 Leave encashment 248.88 247.60

526.94 561.07

e) defined contribution plan:

Contribution to Defined Contribution Plan, recognised as expense for the year as under:

1 Employer's contribution to Government Provident Fund 801.80 718.13

2 Employer's contribution to Superannuation Fund 75.82 76.65

3 Farewell gift to retired employees 1.95 1.28

4 Medical insurance premium to retired employees 17.98 16.58

897.55 812.64

29.19 Capital Work-In-Progress at OCL Bengal Cement Works/ Medinipur (PY Captive Power Plant, Rajgangpur & OCL Bengal Cement Works/ Medinipur) includes the following expenses / income

Salary & Wages - 111.48

Rent - 4.47

Insurance - 17.21

Finance Charges 10.32 183.31

Others - 260.28

29.20 Research & Development Expenses

a) The Company has in-house R & D Centre, approved by the Department of Scientific and Industrial Research (DISIR), Ministry of Scientific & Technology, Govt of India. The details of revenue/capital expenditure incurred by the said R&D Centre during the year is as under :- 1) Revenue Expenditure charged to statement of Profit & Loss

i) Salary and other Benefits 218.06 184.14

ii) Raw Material & Stores 108.43 69.62

iii) Others 24.08 39.47

total 350.57 293.23

2) Capital expenditure shown under Fixed assets schedule - 0.57

grand total 350.57 293.80


88

29.21 Balance confirmation letters were sent in respect of accounts showing debit or credit balances. Balance Confirmations have not been received in few cases. In the opinion of the Management, adjustments, if any, required on confirmation and reconciliation is not expected to be material.

29.22 As per section 135 the Companies Act, 2013, the Company is required to spend two percent of the average net profits of the Company made during the last three immediately preceding financial years on Corporate Social Responsibility. Ac-cordingly the Company has complied with the said section and spent amounts aggregative to `279.45 lakhs (in excess of the said percentage) which includes: Contribution to Prime Minister relief fund `12.10 Lakhs, and to other institutions `45.01 lakhs both approved under section 80G of the Income tax 1961, contribution to institutions approved under sec-tion 35(1)(ii) of the Income Tax Act, 1961 `100 lakhs, to institutions approved under section 35 AC of the Income Tax Act, 1961 of `30 Lakhs and expedniture on rural infrastructure development, healthcare, skill development, livelihood, promo-tion of education etc. aggregating to `92.34 Lakhs.

29.23 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.










89

to

the members of ocl india limited

Report on the consolidated Financial Statements

We have audited the accompanying consolidated financial statements of OCL India Limited (“the Holding Company”) and its subsidiaries (“the Group”) and jointly controlled entity, which comprises the consolidated Balance Sheet as at March 31, 2015 and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information (the Consolidated financial statement).

management’s Responsibility for the consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including jointly controlled entity in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective board of directors of the companies included in the Group and jointly controlled entity are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and jointly controlled entity and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as aforesaid.

auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the Audit, we have taken into account the provisions of the Act, Accounting and Auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and jointly controlled entity as at March 31, 2015 and their consolidated profit and their consolidated cash flow for the year ended on that date.

other matter

(a) We did not audit the financial statements of all subsidiaries (three) whose financial statements reflect the total assets of `16,762.40 lakhs as at March 31, 2015, total revenues of `17,036.40 lakhs and net cash flows amounting to `68.74 lakhs for the year then ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Independent Auditor’s Report To the Members of OCL India Limited


90

(b) We did not audit the financial statements of a jointly controlled entity, whose financial statements reflect total assets of `351.78 lakhs as at 31st March, 2015, total revenues of `nil and net cash flows amounting to `nil for the year ended on that date, as considered in the consolidated financial statements. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this jointly controlled entity, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act in so far as it relates to the aforesaid jointly controlled entity is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management.

Report on other legal and Regulatory Requirements

1. As required by Sec 143(3) of the Act, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b. In our opinion, proper books of accounts as required by law relating to preparation of the aforesaid consolidated financial statements have been kept as for as it appears from our examination of those books.

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d. In our opinion, the consolidated financial statements comply with the Accounting Standards specified under Sec 133 of the Act,

read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the Directors of the Holding Company as on 31st March 2015 taken on record by the Board of Directors of the Holding Company and the reports of Statutory Auditors of its subsidiary company and jointly controlled entity incorporated in India, none of the Directors of the Group Companies and jointly controlled entity incorporated in India is disqualified as on 31st March 2015 from being appointed as a directors in terms of Sec 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s ) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

i. The Company has disclosed the impact of pending litigations on its financial position in its consolidated financial statements – Refer Note 30.1 and 30.4 to the financial statements.

ii. The Group and jointly controlled entity did not have any material foreseeable losses on long term contract including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the holding Company and its subsidiary Company and jointly controlled entity incorporated in India.

2. As required the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of Section 143(11) of the Act, based on the comments in the Auditor’s Reports of the Holding Company and subsidiary Companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.


(ICAI Firm Registration No. 109208W)

Place: New Delhi (m.S. BalachandRan)Dated: 11-05-2015 Partner (M. No:024282)


91

(i) (a) The Group is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) We are informed that the physical verification of the fixed assets covering a substantial value of assets (excluding furniture and fixtures and certain office equipments) was carried out by an outside agency during 2012 to 2014, and reconciled with books during the financial year. According to information and explanation given to us, no material discrepancies were noticed on such verification to the extent of such verification. In our opinion, the frequency of verification is reasonable in relation to the size of the Group.

(ii) (a) The stock of finished goods, stores, spare parts and raw materials except those held by consignees and store in customer premises have been physically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Group and the nature of its business.

(c) In our opinion, the Group is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Group has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii)(a)&(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are reasonably adequate internal control systems, commensurate with the size of the Group and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

(v) The deposits outstanding at the beginning of the year have been repaid. In our opinion and according to the information and explanation given to us, the Group has complied with the provisions of section 73 to 76 or other relevant provisions of the Act.

(vi) We have broadly reviewed the books of accounts maintained by the Group, pursuant to rules made under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) According to the records of the Group , the Group has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Duty of customs, Duty of Excise, Value added tax, Cess and any other statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2015, which were outstanding for a period of more than six months from the date they became payable.

(b) The disputed dues of different years, which have

remained unpaid as on 31st March, 2015 for which appeals are pending as under:

nature of the dues

amount (`lacs)

period (assessment year) to which the amount relates

Forum where dispute is pending

Orissa Sales Tax/ VAT

440.12 1995-96 & 1997-98 to 2000-01

Orissa Sales Tax Tribunal

Central Sales Tax

0.11 2006-07 Orissa Sales Tax Tribunal

Central Sales Tax

370.09 2010-11 to 2012-13

Addl. Commissioner of Sales Tax

Orissa VAT

15.86 2005-06 Commissioner of Sales Tax

West Bengal Sales Tax

12.75 1996-97, 1999-00, 2001-02, 2004-05, 2010-11 and 2014-15

West Bengal Commercial Taxes Appellate & Revisional Board

Cenvat Credit/ Excise

3756.38 01.12.2006 to 30.06.2008 and 30.06.2011

CESTAT, Kolkata; CCE, BBSR

Income Tax

180.48 AY: 2005-06, 2007- 08 & 2011-12

CIT(A) Delhi

(c) Based on the information and explanations obtained, the Group has transferred to the Investor Education & Protection Fund in accordance with the relevant provisions of the Companies Act, 1956.

(viii) The Group has no accumulated losses and has not incurred cash losses during the financial year covered by our audit or in the immediately preceding financial year.

(ix) On the basis of the verification of records and information and explanations given to us, the Group has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Group has given guarantees for the loans taken by others from banks, are not, prima facie, prejudicial to the interest of the Group.

(xi) In our opinion and according to the information and explanations given to us, term loans taken during the year were applied for the purpose for which the loans were obtained.

(xii) Based on the audit procedures performed and representation obtained from the management, we report that no case of material fraud on or by the Group has been noticed or reported during the year under audit.




annexure referred to in the auditor’s report to the members of ocl india limited on the consolidated accounts for the year ended 31st march, 2015.


92

(` In Lakhs)

particulars note no. 2014-15 2013-14 i. equity & liaBilitieS

Shareholders' FundsShare Capital 2 1,138.50 1,138.50 Reserves and Surplus 3 1,22,665.15 1,13,801.54

1,23,803.65 1,14,940.04 minority interest 321.97 346.35 non current liabilities

Long-term borrowings 4 1,10,227.76 53,916.59 Deferred tax liabilities (Net) 5 15,266.29 13,640.96 Other long term liabilities 6 14,685.33 12,263.21 Long- term provisions 7 437.07 275.73

1,40,616.45 80,096.49 current liabilities

Short-term borrowings 8 13,188.69 10,551.28 Trade payables 9 30,029.08 22,323.10 Other current liabilities 10 26,479.40 27,277.14 Short- term provisions 11 3,205.52 2,828.72

72,902.69 62,980.24 total 3,37,644.76 2,58,363.12

ii. ASSETSnon-current assets

Fixed assets 12Tangible assets 1,26,886.68 1,27,875.12Intangible assets 2,700.96 2,849.72Capital work-in-progress 13,113.64 15,883.12Mine Development & Pre-Operative Expense 13 54.09 63.02

Non-current investments 14 385.34 385.34Long-term loans and advances 15 5,121.86 4,357.47Other non-current assets 16 - 27.93

1,48,262.57 1,51,441.72current assets

Current investments 17 105,517.01 24,513.13 Inventories 18 39,764.67 35,054.65 Trade receivables 19 23,652.33 26,446.30 Cash & bank balances 20 9,651.45 9,210.47 Short -term loans and advances 15 9,708.96 11,082.97 Other current assets 21 1,087.77 613.88

1,89,382.19 1,06,921.40 total 3,37,644.76 2,58,363.12

Significant Accounting Policies 1Other notes forming part of the financial statements 30The accompanying notes form an integral part of the financial statements

Consolidated Balance Sheet As at March 31, 2015










93

(` In Lakhs)note no. 2014-15 2013-14

income

Revenue from operations 22 2,28,327.75 1,92,929.48

Other income 23 2,874.07 3,937.97

2,31,201.82 1,96,867.45

eXpendituRe

Cost of materials consumed 24 47,120.87 46,955.79

Purchases of stock in trade 25 6,608.91 2,952.63

Changes in inventories of finished goods & work in progress & Stock in Trade

26 (2,064.40) 2,706.48

Employee benefits expense 27 14,153.11 11,527.95

Power and fuel 35,837.57 28,639.37

Finance costs 28 7,338.84 7,106.28

Depreciation & amortization expense 14,367.12 13,133.01

Freight and forwarding expenses

On Finished Products 36,265.53 27,482.63

On Clinker Transfer 6,063.04 3,493.41

Other expenses 29 49,229.11 38,557.35

2,14,919.70 1,82,554.90

pRoFit BeFoRe taXation 16,282.12 14,312.55

Tax Expense: Current Tax 3,291.62 3,077.05

MAT Credit (183.00) (208.02)

Deferred Tax 1,625.33 688.72

pRoFit/ (loSS) FoR the yeaR aFteR taX (Before adjustment for minority interest)

11,548.17 10,754.80

less: Share of profit/(loss) transferred to / (from) minority interest (13.86) 39.38

pRoFit FoR the yeaR aFteR (after adjustment for minority interest) 11,562.03 10,715.42

EARNING PER EQUITY SHARE (Face Value of Rs 2/- each) - Refer note no 30.10

1) Basic (`) 20.32 18.83

2) Diluted (`) 20.32 18.83

Significant Accounting Policies 1

Other notes forming part of the financial statements 30

The accompanying notes form an integral part of the financial statements

Consolidated Statement of Profit and Loss For the Year Ended March 31, 2015










94

(` In Lakhs)2014-15 2013-14

a. caSh FloW FRom opeRating actiVitieS

Profit before tax from continuing operations 16,282.12 14,312.55

Adjustment for :

Depreciation & Amortization Expense 15,975.81 15,306.40

Loss/(Profit) on sale of fixed assets (106.20) 1.79

Effect of Exchange Rate difference 316.84 1,006.53

Profit on sale of Investment (397.51) (681.20)

Interest expense 6,586.66 6,783.70

Interest on Investment (27.97) (59.36)Unrealized foreign Exchange on consolidation net Gain/Loss

36.84 7.10

Dividend on Investment (1,070.92) (871.80)

21,313.55 21,493.16

Operating profit before working capital changes 37,595.67 35,805.71

Adjustments for Working Capital changes

Increase/(decrease) in trade payables 7,705.98 5,016.59

Increase/(decrease) in short term provisions 300.27 80.63

Increase/(decrease) in other current liabilities 388.78 2,599.97

Increase/(decrease) in other long term liabilities 2,422.12 2,274.40

Increase/(decrease) in other long term provision 161.34 10.99

Decrease/(increase) in trade receivables 2,793.97 (5,773.95)

Decrease/(increase) in inventories (4,710.02) 2,335.60

Decrease/(increase) in long term loans and advances (71.36) 19.14

Decrease/(increase) in short term loans and advances 1,374.01 (1,931.44)

Decrease/(increase) in other current assets (473.89) (178.62)

Decrease/(increase) in other non current assets 27.93 (0.91)

9,919.13 4,452.40

Cash generated from Operations 47,514.80 40,258.11

Tax Paid (Net) (3,527.08) (2,393.57)

Net Cash from Operating Activities 43,987.72 37,864.54

B. caSh FloW FRom inVeSting actiVitieS

Purchase of Fixed Assets (12,439.78) (32,809.22)

Sale/write off of Fixed Assets 204.78 112.06

Interest receipt on investment 27.97 59.36

Profit on sale of Investment 397.51 681.20

Purchase of current Investment (Net) (81,003.88) 2,005.59

Dividend on Investments 1,070.92 871.80

Net Cash generated / (-) used in Investing Activities (91,742.48) (29,079.21)

Consolidated Cash Flow For the Year Ended March 31, 2015


95

(` In Lakhs)2014-15 2013-14

c. caShFloW FRom Financing actiVitieS

Increase/(decrease) in long term borrowings 55,124.65 9,493.45

Increase/(decrease) in short term borrowings 2,637.41 (14,803.74)

Effect of Exchange Rate difference (316.84) (1,006.53)

Dividend Paid (2,276.01) (853.50)

Taxes on Dividend Paid (386.81) (145.05)

Interest expense (6,586.66) (6,783.70)

Net Cash from Financing Activities 48,195.74 (14,099.07)

Net changes in Cash and bank balances 440.98 (5,313.74)

Net Increase / (-)Decrease in Cash and Bank balances

Balance at the end of the year 9,651.45 9,210.47

Balance at the beginning of the year 9,210.47 14,524.21

440.98 (5,313.74)

-0.00 -0.00

Consolidated Cash Flow For the Year Ended March 31, 2015










96

1 SigniFicant accounting policieS

1.1. principles of consolidation

The Consolidated Financial Statement relate to OCL India Limited (the company) and its subsidiary companies and joint venture. The consolidated financial statements have been prepared on the following basis:

i) The Consolidated Financial Statements have been prepared in compliance with the Accounting Standard 21 - “Consolidated Financial Statements”, and ‘Accounting Standard 27 - “Financial Reporting of Interests in Joint Ventures” specified accounting standards under section 133 of the Companies Act. 2013, read with rule 7 of the Companies (Accounts) Rules 2014.

These financial statements relate to OCL India Limited and its subsidiary companies incorporated in foreign countries & Joint Venture in India.

The Companies considered for consolidated financial statements are:-

a) OCL GLOBAL LIMITED (Incorporated in Mauritius)

b) OCL CHINA LIMITED (Step Down Subsidiary - Incorporated in China)

c) Radhikapur (West) coal mining pvt Limited - Interests (14.696%) out of which only 7.029% is permanent in nature which is considered in consolidated financial statements and for balance share (7.667%) of investment is accounted as per AS - 13 “Accounting for Investments”.

d) Odisha Cement Ltd.

ii) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating all significant intra-group balances and intra-group transactions and also unrealized profits or losses in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.

iii) Interest in Joint Ventures have been accounted by using the proportionate consolidation method as per Accounting Standard 27 - “Financial Reporting of Interest in Joint Ventures”. Intra-group balances, transactions and unrealized profits or losses have been eliminated to the extent of the Company’s proportionate share.

iv) The difference between the cost to the company of its investment in the subsidiaries and Joint Venture,over its proportionate share in the net assets of the investee company as at the date of acquisition of shares is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

v) Minority Interest’s share of net profit of consolidated subsidiaries for the year has been identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

vi) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s standalone financial statements. Differences in accounting policies have been disclosed separately.

vii) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liablities are converted at the rate prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the exchange fluctuation reserve.

viii) The financial statements of the group entities used for the purpose of consolidation are drawn up to the same reporting date as that of the company i.e. period ended 31st March, 2015.

1.2 Fixed assets including intangible assets

Fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Land, Buildings, Plant and Machinery relating to Cement and Refractory Works acquired/installed upto 31.12.81 were revalued as at 31.12.85. All other fixed assets are shown at cost (net of cenvat). Borrowing costs attributable to the acquisition of qualifying assets and all significant costs incidental to the acquisition of assets are capitalised. Intangible assets are recorded at consideration paid for acquisition of such assets and are carried at cost less accumulated amortisation. Capital Work in Progress & Intangilbe Assets under development are shown at cost.

Notes to the Balance Sheet and Statement of Profit & Loss


97

1.3 depreciation and amortisation

i) Depreciation on Fixed Assets ( except to the extent stated in para ( ii ) to ( iii ) below ) is provided using the Reducing Balance Method and has been calculated in the manner and at the rates specified in Schedule II to the Companies Act, 2013

ii) Depreciation on Plant and Machinery added in Cement & Refractory after 31.12.81 is provided on straight line method except additions in Kapilas Cement Works, Clinkerisation Unit at Rajgangpur (Line-II), Captive Power Plant, Bengal Cement Works & Solar Power Plant.

iii) In respect of a step down subsidiary company (OCL China Limited), depreciation is provided on straight line method as per the expected useful lives and expected ‘net salvage value (original value or 5% of Book Value) of the assets estimated by the management, which are as follows:

name of the assets

depre-ciation

life

Re-sidual Rate

annual depreciation

Rate estimated

by the management

life as per Schedule

ii of companies

act

House and Building

20 5% 4.75% 30

Machinery and Mechanic Equipment

10 5% 9% 25

Means of Transportation

4 5% 23.75% 8

Electronic Equipment

3 5% 31.67% 5

iv) An intangible assets is measured at cost and amortised so as to reflect the pattern in which the assets economic benefit are consumed. The useful life has been estimated as 3-5 years in case of computer software.

v) In respect of Stepdown subsidiary company (OCL China Limited) the expected life of the intangibles has been estimated by the management as ten years.

1.4. Revenue Recognition and accounting for Sales & Services

Revenue from domestic sale of goods is recognised when significant risks and rewards are transferred to the customers. Export Sales are accounted for on the basis of date of Bill of Lading. Sales are net of trade discount

and sales tax but inclusive of excise duty. Bonus or penalty linked to operating efficiency of products, where applicable, is accounted for upon crystalization. Income from services are accounted for when becomes due. Interest income is recognised on time proportionate basis. Dividend income is accounted for, when the right to receive the same is established.

In case of Stepdown Subsidiary Company (OCL China Limited) income from services is recognised in the accounting period in which it is received.

1.5. pre-operative expenses (mine development expenses & other pre-operative expenses.)

The Pre-Operative Expenses relate to the Joint Venture Company, Radhikapur (West) Coal Mining Pvt. Ltd. The JV Company and the venturers have been allotted coal block by GOI, Ministry of Coal. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under pre-operative expenses.

i) Mine Development Expenses– Direct: The cost relatable to acquisition of exploration right and Bank Guarantee expenses for Government royalty assurance are grouped under this head.

ii) Mine Development Expenses –Direct – Interest Receipts: The Company was called upon by the Banker to make margin money in the form of Fixed Deposit for issue of Bank Guarantee on behalf of the Company to Government of India for assurance of royalty payment of one year production upon commencement of operation. The interest receipt on such fixed deposit is considered as reduction from cost of bank guarantee charges, under mines development expenses – direct.

iii) Mine Development Expenses –Indirect and Administrative: The expenses are capitalized as the operations are yet to commence. The interest receipt on deposit out of spare funds is reduced from the administrative expenses.

iv) The company is following “Full Cost method”, whereby all acquisition, exploration and develop-mental cost are kept as work in progress. Upon start of operation, the depletion/ depreciation method/ mode will be decided, based on reserve quantity of coal and other factors.

1.6. other significant accounting policies

These are set out under “Significant Accounting Policies” as given in the company’s separate financial statements.


98

(` In Lakhs)

2014-15 2013-14

2. ShaRe capital

authorised Shares

1,00,000 Shares of `100 each 100.00 100.00

7,00,00,000 Shares of `2 each 1,400.00 1,400.00

1,500.00 1,500.00

issued Shares

6,36,31,805 Ordinary Shares of `2 each 1,272.64 1,272.64

Subscribed & paid up shares

5,69,00,220 Ordinary Shares of `2 each, fully paid up 1,138.00 1,138.00

Add : Shares Forfeited Account 0.50 0.50

total Subscribed & paid up Share capital 1,138.50 1,138.50

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

particulars 31st march 2015 31st March 2014

no of Shares (in lakhs `) No of Shares (in lakhs `) Ordinary Shares outstanding at the beginning of the year

5,69,00,220 1,138.00 5,69,00,220 1,138.00

Ordinary Shares issued during the year - - - -

Ordinary Shares bought back during the year - - - -

Ordinary Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

b) terms/ rights attached to ordinary shares The Company has issued only one class of ordinary shares having a par value of `2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2015, the amount of dividend per share recognised for distribution to ordinary shareholders is 4̀ /- ( Previous year: Final dividend 4̀/- per share).

In event of liquidation of the company, the holders of ordinary shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary shares held by the shareholders.

c) 4,24,79,273 ( % of shareholding-74.66) shares held by dalmia cement (Bharat) ltd. (holding company) w.e.f. 25.02.2015

d) details of shareholders holding more than 5% shares in the company

Sl no

name of the Shareholders as at 31st march 2015 As at 31st March 2014 no. of Shares

held % of holding No. of Shares

held % of Holding

1 Mridu Hari Dalmia ( C/o M H Dalmia Parivar Trust ) - - 1,27,77,856 22.46%2 Dalmia Cement (Bharat) Limited (holding company

w.e.f. 25.02.15)4,24,79,273 74.66% 2,73,12,107 48.00%

3 Dharti Investments and Holdings Limited 33,75,584 5.93% 34,77,142 6.11%

e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil.


99

(` In Lakhs)

2014-15 2013-14

3. ReSeRVeS and SuRpluS

capital Reserve

Opening Balance 722.92 728.65 Add: Capital subsidy (6.43) (6.37)Add: Minority Share of Loss 0.64 0.64 closing Balance 717.13 722.92

Securities premium Reserve

Opening Balance 19,600.00 19,600.00

Foreign currency translation Reserve

Opening Balance 1,047.94 1,023.01 Add: Arised during the year 36.84 7.10 Add: Minority share of Interest 9.88 17.83 closing Balance 1,094.66 1,047.94 debenture Redemption ReserveOpening Balance 1,526.35 1,526.35 Add: Transfer from Surplus balance 312.50 - closing Balance 1,838.85 1,526.35 general ReserveOpening Balance 72,497.28 60,485.34 Add: Transfer from Surplus balance 12,000.00 12,011.94 closing Balance 84,497.28 72,497.28 Surplus/ (deficit)Opening Balance 18,407.05 22,366.39 Add: Profit for the year as per the Statement of Profit and Loss

11,548.17 10,754.80

Less: Appropriations

Proposed Dividend (Per share `4 /- (PY `4/-)) 2,276.01 2,276.01 Dividend distribution tax on proposed dividend 463.34 386.81

Transfer to Debenture Redemption Reserve 312.50

Transfer to General Reserve 12,000.00 12,011.94 Minority Share of Profit (13.86) 39.38 Total Appropriations 15,037.99 14,714.14

closing Balance 14,917.23 18,407.05 total 1,22,665.15 1,13,801.54

2014-15 2013-14

non current current Non Current Current

4. long teRm BoRRoWingSSecured

i) Redeemable non-convertible debenturesState Bank of India @ 9.90% * 49,500.00 - - -(Redeemable in 3 equal annual instalments w.e.f 2019-20)SBI Life Insurance Company Ltd.@ 9.90% * 10,500.00 - - -(Redeemable in 3 equal annual instalments w.e.f 2019-20)Life Insurance Corporation of India @ 10.80% # 2,400.00 2,400.00 4,800.00 1,200.00(Redeemable during 2014-15 to 2016-17)

62,400.00 2,400.00 4,800.00 1200.00Less: Shown under other current liabilites - (2,400.00) - (1,200.00)

(Refer note no 10) 62,400.00 - 4,800.00 - # The debentures are secured by way of first pari passu charge over fixed assets (present and future) of Cement Division of the Company

*The debentures shall be secured by way of first pari passu charge on all the movable and immovable fixed assets (both present and future) of the Cement Division of the Company situated at RGP Cement Works (Odisha), Kapilas Cement Works (Cuttack) & Bengal Cement Works (Medinipur WB)


100

(` In Lakhs)

2014-15 2013-14



ii) term loansFrom Banks

State Bank of India # 2,327.49 964.00 3,291.49 964.00 (Repayable in 32 quarterly installments from Dec, 10)State Bank of India # 3,553.08 1,420.00 4,973.07 1,420.00 (Repayable in 24 quarterly installments from Dec, 12)State Bank of India # 4,356.00 644.00 5,000.00 - (Repayable in 31 quarterly installments from June, 15)Export Import Bank of India # - - 1,191.30 680.74 (Repayable in 27 quarterly installments from June, 10)Export Import Bank of India (Foreign Currency Loan) # 746.56 995.41 1,670.98 954.84 (Repayable in 27 quarterly installments from June, 10)HDFC Bank Limited** 35.57 7.25 - - (Repayable in 60 monthly installments from Feb, 15)State Bank of India # 15,373.28 - - - (Repayable in 40 quarterly installments from Mar, 19)Axis Bank Limited # - - - 1,500.00 (Repayable in 20 quarterly installments from Mar, 10)United Bank of India $ - - 1,664.80 833.32 (Repayable in 24 quarterly installments from Apr, 11)United Bank of India $ - - 4,846.65 909.39 (Repayable in 32 quarterly installments from Apr, 11)United Bank of India $ 437.06 93.75 4,528.84 - (Repayable in 26 quarterly installments from Sept, 15)Axis Bank Limtied # - - 2,500.00 - (Repayable in 30 quarterly installments from Sept, 15)State Bank of India, Sanghai Branch * - 1,627.37 - - (Yearly Maturity and Renewable)Bank of Baroda, Dubai Branch * 184.98 367.77 348.94 524.04 (Repayable in quarterly instalments till October 16)State Bank of India, Mauritius Branch ^ - - - 604.90 (Repayble in Two instalments of 5 Lacs USD each from Sept 14)

From othersInternational Finance Corporation @ 3,156.94 3,156.92 6,313.86 3,156.92

(Repayable in 13 half yearly installments from Oct, 10)International Finance Corporation (Foreign Currency Loan) #

17,656.80 - 12,098.00 -

(Repayable in 14 half yearly installments from June, 16) 47,827.76 9,276.47 48,427.93 11,548.15

Less: Shown under other current liabilites - (9,276.47) - (11,548.15)(Refer No. 10) 47,827.76 - 48,427.93 -

# Secured by First pari passu charge by way of mortgage and hypothecation over all immovable properties and moveable fixed assets (other than Vehicle acquired under specfic vehicle loan) of Cement Division, (both present and future) and further secured by second pari pasu charge on all current assets of the Company.

$ Secured by First charge on fixed assets of the Cement Division of Company , both present and future, to be shared pari passu with the providers of the other debt and existing lenders; further secured by way of second pari pasu charge on current assets of Cement Division.

@ Secured by First ranking mortgage and Hypothecation on all immovable & movable, present & future assets related to the Cement Division (excluding Current Assets) to be shared pari passu with other lenders in respect of other debts and existing secured lenders to the Cement Division in respect of the existing debt.

* Secured by the guarantee given by the holding company OCL INDIA LIMITED.

^ Secured by the subservient charge on the movable assets of holding company OCL INDIA LIMITED.

** The loan is secured by way of first & exclusive charge on the vehicle purchased therefrom.


101

(` In Lakhs)

2014-15 2013-14


unsecuredPublic DepositsFrom Others - - 6.88.66 114.84

- - 6.88.66 114.84Less: Shown under other current liabilites - - - (114.84)

(Refer note no 10) - 6.88.66 - grand total 1,10,227.76 11,676.47 53,916.59 12,862.99 Less:Shown under other current Liabilities (refer Note No.10)

- (11,676.47) (12,862.99)

1,10,227.76 - 53,916.59 -

2014-15 2013-14

5. deFeRRed taX liaBilitieS (net)Liabilities :

Depreciation 17,394.21 15,442.01 17,394.21 15,442.01

Assets :Difference of value of Stock u/s 145A of the Income Tax Act, 1961 324.64 322.59 Expenses allowable in computing taxable income on payment basis 694.77 591.62 Exchange loss on loan for capital expenditure 293.91 288.73 Unabsorbed depreciation under Income Tax Act, 1961 0.08 0.08 Provision for Doubtful Debts & obsolescence 814.52 598.03

2,127.92 1,801.05 Net Liability 15,266.29 13,640.96

6. otheR long teRm liaBilitieSTrade Payables (Due to micro & small enterprises - Nil (PY-Nil)) 3,151.35 3,225.44 Security Deposit 11,533.98 8,983.15 Accrued interest on public deposits - 54.62

14,685.33 12,263.21

7. long teRm pRoViSionSEmployee benefits

Leave encashment (unfunded) 437.07 275.73

8. ShoRt teRmS BoRRoWingSSecureda) Loans repayable on demand

Cash Credits from Banks* 10,918.79 9,847.95b) Other Loans and advances

Buyer's Credit from Banks * 2,269.90 - unsecuredc) Public Deposits

- Related Parties - 26.75 - Other than Related Parties - 676.58

13,188.69 10,551.28 *Working capital facilities (fund based & non fund based limits) and Buyer’s credit are secured by first pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation.

These facilities are further secured by second charge over the fixed assets of the Cement Division of the Company. Limit at SBI, Hongkong is secured by gurantee given by holding company.


102

(` In Lakhs)

2014-15 2013-149. tRade payaBleS

Micro & Small Enterprises 64.19 28.64 Others 29,964.89 22,294.46

30,029.08 22,323.10

Disclosure as per Section 22 of “The Micro, Small and Medium Enterprises Development Act 2006”:

particulars as at 31st march,

2015

As at 31st March,

2014 (i) the principal amount and the interest due thereon remaining unpaid to any supplier

- Principal Amount - -

- Interest thereon - -

(ii) the amount of interest paid by the buyer in terms of Section 16, along with the amounts of the payment made to the supplier beyond the appointed day

- -

(iii) the amount of interest due and payable for the period (where the principal has been paid but interest under the MSMED Act, 2006 not paid)

- -

(iv) The amount of interest accrued and remaining unpaid - -

(v) The amount of further interest due and payable even in the succeeding year; until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.

- -

10. other current liabilities

Current maturities of long-term debts (Refer note no 4) 11,676.47 12,862.99

Interest accrued but not due on borrowings 849.23 900.24

Unpaid dividends # 106.92 96.54

Unpaid matured deposits and interest accrued thereon # - 14.51

On Capital Account 2,870.92 3,951.22

Security Deposits 2,510.29 1,968.72

Advance payments from customers 4,303.71 4,015.14

Other payables

- Processing Fees/Other Liabilities 44.72 39.77

- Statutory dues 3,984.79 3,330.51

- Directors commission 44.55 37.40

- Recoveries from employees on behalf of others 87.80 60.10

26,479.40 27,277.14

# There are no amount due & outstanding to be credited to the Investor Education & Protection Fund

11. Short term provisionsEmployee benefits

Gratuity (Funded) - -Leave encashment (unfunded) 95.27 139.04Superannuation (funded) 19.13 18.66

OthersExchange fluctuation - forward contracts 0.26 8.20 Proposed dividend 2,276.01 2,276.01 Tax on proposed dividend 463.34 386.81 Others 351.51 -

3,205.52 2,828.72


103

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104

(` In Lakhs)

2014-15 2013-14

13. mine development & pRe opeRatiVe eXpenSeS

Mine Development & Pre-Operative Expenses:

Mine Development Direct Expenses:

Geological Report of Mining of Coal Block as

Interim recoverable cost of exploration 53.85 53.85

Finance cost for Issuing Bank Guarantee 20.20 20.20

74.05 74.05

Less:Int received on FD for issue of Bank Guarantee 24.53 18.37

total (a) 49.52 55.68

Mine Development Administrative Expenses

Auditor's Remuneration 0.05 0.03

Bank Charges 0.04 0.03

Filing Fees 1.78 1.78

Travelling & Conveyance 0.73 0.72

Advertisement Expenses 0.21 0.21

Application Fees 0.34 0.34

Depreciation 0.34 0.24

Printing & Stationery 0.15 0.15

Salary, Bonus, Leave Encashment & medical reimbursement 14.31 12.10

Office Rent 0.51 0.44

Telecommunication Expenses 0.09 0.08

General Expenses 0.76 0.74

Professional fees 3.73 3.73

Preliminary Expenses 0.44 0.44

Books and Periodicals 0.01 0.01

Chanda & subscription 0.13 0.13

Insurance premium (`184/-, PY `125/-) - -

Corporate Social Responsibility Expenses 0.25 0.25

Postage & telegram 0.01 0.01

Power & fuel 0.03 0.03

Taxi hire charges 0.80 0.81

Delegate fees (`334, PY `334/-) - -

Computer & Peripherals 0.01 0.01

Rates & Taxes 0.01 0.01

Legal Expenses 0.76 0.21

Fees & Subcription (`79/-) - -

Repairs & Maintenances (Others) (`428/- PY `340/-) - -

Other Interest (`315/-) - -

Loss on Theft of Television 0.01 0.01

Rounded off (`0.12) - -

Survey Work 1.70 1.71

Rounded off -

27.20 24.22

Less: Interest received on Fixed Deposit 22.59 16.85

Less: Profit on Sale of Fixed Asset

Less: Interest received from Income Tax Department 0.04 0.03

Total (B) 4.57 7.34

total (a+B) 54.09 63.02

Note: Amount below `500/- are given in bracket


105

Face Value

2014-15 2013-14

no. of Shares/ units

amount (in ` lakhs)

No. of Shares/ Units

Amount (In ` Lakhs)

14. non cuRRent inVeStmentS

tRade - unquoted - at cost


Joint VentureRadhikapur (West) Coal Mining Pvt Ltd (Note 30.6)

10.00 38,35,000.00 383.35 38,35,000.00 383.35

Others

First Capital India Limited 6.00 166.00 0.01 166.00 0.01

India Information Technology Limited (`10/-) 10.00 1.00 - 1.00 -

total (a) 38,35,167.00 383.36 38,35,167.00 383.36 non tRade - unquoted (unless otherwise stated)at cost


Others

Crescent Finstock Limited 10.00 1,400.00 - 1,400.00 -

Gujarat Composite Limited 10.00 16.00 - 16.00 -

Ispat Profiles India Limited (`75/-) 10.00 50.00 - 50.00 -

Bagalkot Udyog Limited 1.00 100.00 0.01 100.00 0.01

Orissa Industries Limited 10.00 73,450.00 1.40 73,450.00 1.40

The Scindia Steam Navigation Company Ltd 20.00 504.00 0.06 504.00 0.06

The Travancore Cements Limited 10.00 100.00 0.01 100.00 0.01

Digvijay Finlease Limited 10.00 25.00 - 25.00 -

Indo Flogates Limited 10.00 100.00 0.01 100.00 0.01

Bagalkot Cement & Industries Ltd 10.00 1.00 - 1.00 -

Kanoria Sugar & General Mfg.Co Ltd(`183/-) 10.00 25.00 - 25.00 -

Magnesite & Minerals Limited 10.00 100.00 0.01 100.00 0.01

Usha Ispat Limited 10.00 100.00 0.01 100.00 0.01

Orind Exports Limited (`201/-) 10.00 100.00 - 100.00 -

debentures or Bonds

Non-convertible Secured - Fully paidup

8% - Indian Chamber of Commerce 100.00 12.00 0.01 12.00 0.01

Non-convertible Secured - Partly paidup8% - Indian Chamber of Commerce - Fractional (`50/-)

25.00 2.00 - 2.00 -

others - Fully paid up

Co-operative Society 100.00 50.00 0.05 50.00 0.05

Property Rights in Holiday Resort 4.00 0.41 4.00 0.41

total (B) 76,139.00 1.98 76,139.00 1.98 Less : Provision for dimunition in value if investments

-

total ( a + B) 39,11,306.00 385.34 39,11,306.00 385.34

Quoted Investments - -

Unquoted Investments 6,217.39 6,217.39

6,217.39 6,217.39

Market value of quoted investments

Note: Cost below `400/- are given in brackets


106

(` In Lakhs)


2014-15 2013-14

15. loanS and adVanceS

capital advances

Secured - considered good 261.58 - 624.37 -

Unsecured - considered good 1,123.32 - 485.96 -

Security deposits

Unsecured, considered good 72.05 1,625.62 27.80 2,642.76

loans and advances to related parties

Unsecured, considered good (Refer note no 30.9b) - 1.90 - 0.93

other loans and advances

Secured, considered good

Loan to employees 10.13 12.66 15.53 6.66

Advances recoverable in cash or in kind - - -

Unsecured, considered good - - -

Interest Accrued on Investments

Balances with govt authorites - 3,493.57 - 5,123.61

Loan/ Advances recoverable in cash / kind 114.99 4,424.75 79.02 3,206.57

Loans / advances to related parties - - -

Loans / advances to employees 26.67 150.46 30.13 102.44

Mat credit entitlement 391.02 - 208.02

Advance income tax (net of provision for taxation) 3,122.10 - 2,886.64

Unsecured - considered doubtful - 13.60 - 27.14

Less: Provision for doubtful advances - 13.60 - 27.14

5,121.86 9,708.96 4,357.47 11,082.97

16. otheR non cuRRent aSSetS

unsecured, considered good

Accrued Interest - 27.93

- 27.93


107

no. of Shares/ units

amount (in Rs lakhs)

No. of Shares/ Units

Amount (In Rs Lakhs)

2014-15 2013-14

17. cuRRent inVeStmentS

non tRade - unquoted - at cost or naV whichever is lower

a) Investments in debentures or bonds (Commercial Paper-Axis Finance Ltd.)

24,905.82

b) units of mutual Funds - Fully paid up

UTI Treasury Advantage Fund - Inst Plan (DDP) - Reinvest

123,386 1,236.72 6,37,340 6,388.19

UTI Treasury Advantage Fund - Inst Plan (DDP) - Growth

32,59,664 3,269.82 71,17,375 7,147.70

Birla Sunlife Saving Fund - Instl. -DD -Reinvest 1,79,31,034 30,000.00

MF-BSL-Saving Fund-Growth 37,59,835 700.79

MF-BSL-Saving Fund-Growth Regular Plan 4,96,59,573 5,264.66

MF-IDFC Money Manager Fund -Treasury Plan -Daily Dividend

70,71,731 709.53 1,59,17,599 1,602.89

ICICI Prudential Flexible Income Plan Premium - Daily Dividend

2,87,069 303.53 57,98,149 6,130.72

ICICI Prudential Inst Short term Plan - Divd Reinvestment Fortnight

41,127 4.98 38,582 4.58

ICICI Prudential Regu Short term Plan - Divd Reinvestment Fortnight

1,14,17,450 30,000.00

ICICI Prudential Interval Fund Quartely Interval Plan I- Direct Plan -Dividend

- 80,00,000 800.00

ICICI Prudential Interval Fund II Quarterly Interval Plan B- Direct Plan- Dividend

- - 49,98,250 500.00

SBI - SHF- Ultra Short term Fund - Regular Plan- DD 1,408 14.15 1,13,573 1,139.05

MF-SBI-DBF-RPG 70,00,000 700.00

Franklin India Ultra Short Bond Fund - SIP - DDR 35,256 4,040.20

HDFC Floating Rate Income Fund STP-WO-DR 4,00,84,128 3,566.81

Templeton India Short term income retail plan 3,53,81,850 800.00 35,256 800.00

total (b) 80,611.19 24,513.13

total (a+b) 1,05,517.01 24,513.13

Net Asset Value 80,760.98 24,631.02

Aggregate amount of quoted investments

Aggregate amount of unquoted investments


108

(` In Lakhs)

2014-15 2013-14

18. inVentoRieS (Refer note 1.6 of Standalone for mode of valuation)

Raw Materials and components

- In Stock 7,845.41 7,532.47

- In Transit 207.49 55.52

Work-in-progress

- In Stock 3,008.43 4,500.70

- In Transit - 212.08

Finished goods

- In Stock 9,260.23 7,850.24

- In Transit 876.55 601.03

Stock-in-trade

- In Stock - 27.17

- In Transit 2,663.37 552.96

Stores, spares, fuel & packing materials

- In Stock 10,100.93 10,126.48

- In Transit 5,768.34 3,569.69

Loose Tools

- In Stock 33.92 26.31

total 39,764.67 35,054.65

19. tRade ReceiVaBleS

Outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good 438.00 464.79


Unsecured, considered doubtful 1,642.00 1,389.01

3,399.79 3,393.20

Less: Provision for doubtful debts 1,642.00 1,389.01

1,757.79 2,004.19

Others

Secured, considered good 8,448.53 6,732.82


21,894.54 24,442.11

total 23,652.33 26,446.30

20. caSh & BanK BalanceS

cash & cash equivalents

Balance with banks:

- In current accounts 7,293.69 6,740.57

- In deposit with original maturity of less than 3 months 1,766.32 1,766.02

- In unpaid dividend account 106.92 96.54

Cheques, drafts on hand 1.83

Cash on hand 409.55 406.67

Stamps on hand 0.03 0.03

other Bank Balances

Deposits Earmarked 69.86 197.64

Deposits with original maturity of more than 3 months 3.25 3.00

9,651.45 9,210.47

Less: Shown under other non current assets -

9,651.45 9,210.47

* Includes deposit of `69.86 Lakhs (CY) 64.45(PY) lakhs as margin for Bank Guarantee. PY 133.19 Lakhs against Public deposit


109

(` In Lakhs)

2014-15 2013-14

21. other current assets

Interest accrued but not due 210.12 270.23

Claims & other receivable

Considered good 860.76 312.25

Considered doubtful 9.22 8.44

Assets held for sale (at lower of net book value and net realisable value) 2.79 14.87

Others 14.10 16.53

1,096.99 622.32

Less : Set off from provision for doubtful debts 9.22 8.44

1,087.77 613.88

22. Revenue from operations (Refer note ano 1.4 on revenue recognition)

Sale of products

Cement 2,11,280.91 1,73,776.58

Refractories 29,041.21 28,925.92

Power 437.11 216.57

Others - Clinker 3,940.55 2,456.68

Others - Dolomite - 63.50

Sale of traded products

Slag & Coal 1,693.41 5.54

Refractories 11,395.81 14,142.14

Sale of Services

Marketing Services 981.75 654.93

Business Auxiliary Services 10.08 9.07

other operating Revenue 1,568.33 697.40

2,60,349.16 2,20,948.33

less: excise duty 32,021.41 28,018.85

2,28,327.75 1,92,929.48

23. otheR income

Interest Receipts - On deposits, tax refunds and from customers etc. 282.51 583.53

Profit on sale of assets 158.39 0.71

Gain due to Exchange Difference other than considered as finance cost (Net) 80.56 -

Dividends from investments in mutual funds-current 1,070.92 871.80

Profit on sale of long term investment - 681.20

Profit on sale of current investments 397.51 19.55

Other Non Operating Income 884.18 1,781.18

2,874.07 3,937.97


110

(` In Lakhs)

2014-15 2013-1424. coSt oF mateRialS conSumed

i) Limestone (Own Quarry) - See note below 10,544.18 11,058.39 ii) Slag 15,608.80 15,145.79 iii) Others # 20,967.89 20,751.61

47,120.87 46,955.79 a) # None of these individually account for more than 10% of the total cost of material

consumedNote:b) expenses included in the cost of raw materials

Salaries and Wages 692.75 602.90 Contribution to Provident and Other Funds 91.11 64.66 Workmen and Staff Welfare Expenses 50.49 42.02 Payment to Contractors for Services 1,417.56 1,588.39 Power and Fuel 973.99 854.70 Consumption of Stores and Spare Parts 2,469.11 3,083.56 Repairs to Machinery 1,327.79 1,750.15 Repairs to Buildings 0.95 4.17 Royalty and Cess 2,113.19 1,691.29 Rent - 1.46 Rates and Taxes 112.17 119.02 Insurance 37.70 32.79 Depreciation 1,608.69 2,173.39 Sundry Sales/Income (52.83) (47.56)

10,842.67 11,960.94

25. puRchaSe oF goodS tRadedSlag & Coal 4,240.21 5.76 Refractories 2,368.70 2,946.87

6,608.91 2,952.63

26. changeS in inVentoRieS oF FiniShed goodS , WoRK in pRo-geSS & StocK in tRadeStocks at the beginning of the year

Finished Goods 8,451.28 10,330.06 Traded Goods 580.13 279.11 Work in Progress 4,712.78 5,841.50

13,744.19 13,744.19 16,450.67 Less: Stocks at the end of the year (See foot note below)

Finished Goods 10,136.79 8,451.28 Traded Goods 2,663.37 580.13 Work in Progress 3,008.43 4,712.78

15,808.59 13,744.19 (2,064.40) 2,706.48

Foot Note:-Stock in tradea) Finsihed Goods

Cement 3,101.86 2,840.62 Refractories 7,034.93 5,610.66

10,136.79 8,451.28 b) Traded Goods

Refractories 310.29 580.13 Cement 2,353.08 -

2,663.37 c) Work in Progress

Cement 2,063.85 3,257.06 Refractories 944.59 1,455.72

3,008.44 4,712.78


111

(` In Lakhs)

2014-15 2013-14

27. employee BeneFitS eXpenSe

(Refer note 1.8 of Standalone on employee benefits)

Salaries, Wages, Bonus and Gratuity 12,068.05 9,791.54

Contribution to Provident and Other Funds 1,080.73 946.74

Contribution to Provident and Other Funds - Contractors employees 335.25 309.30

Workmen and Staff Welfare Expenses 669.08 480.37

14,153.11 11,527.95

28. Finance coStS

Interest expense

On Term Loans, Debentures and Deposits 6,422.55 5,746.19

To Banks and Others 164.11 1,037.51

Other Borrowing Cost 435.34 175.38

Applicable net gain/loss on foreign currency transactions and translation 316.84 147.20

7,338.84 7,106.28

29. otheR eXpenSeS

Consumption of Stores, Spare parts and Packing materials 12,928.06 9,986.53

Repairs and Maintenance

Machinery 6,809.48 5,691.85

Buildings 1,043.86 530.83

Others 245.32 190.94

Payments to Contractors for Services 6,432.98 4,516.82

Payments for Services 82.97 107.18

Royalty and Cess 5.96 15.78

Rent 1,085.05 954.11

Rates and Taxes 1,480.20 2,013.79

Excise duty on Stock and Others 247.40 (409.95)

Commission to Selling Agents 1,017.49 762.31

Rebates, Discounts and Allowances 756.39 525.65

Insurance 383.93 323.61

Travelling 847.61 696.44

Advertisement and Publicity 2,469.69 1,671.85

Legal 148.97 158.14

Directors' Travelling and Conveyance 18.88 16.66

Directors' Fees 31.25 9.90

Commission to Non Executive Directors 49.50 41.55

Charity and Donations 329.50 556.96

Loss on sale of Current Investments - 42.70

Assets Written off and Loss on Sale of Assets 52.19 2.50

Loss due to Exchange fluctuation other than finance cost (Net) - 859.33

Provision for Obsolesence Inventory 9.79 26.17

Provision for Doubtful Debts 232.90 474.81

Bad Debts Written Off 4.30 0.50

Payment to Outside Agency 4,729.24 3,903.96

Diminution In Value Of Investment 351.45 -

Miscellaneous Expenses 7,434.75 4,886.43

total 49,229.11 38,557.35


112

(` In Lakhs)

2014-15 2013-14

30 otheR noteS FoRming paRt oF the Financial StatementS

30.1 contingent liabilities not provided for in respect of :

(i) Claims against the Company not acknowledged as debts

(a) Disputed liability relating to ESI Contribution on over time wages and other allowances

59.96 57.95

(b) Disputed liability relating to PF Contribution on certain allowances 71.22 71.22

(c) Disputed liability relating to payment of premium on forest land used for Mining purpose

154.13 154.13

(d) For Pollution Control Board, Orissa 8.86 8.86

(e) Disputed claim for supply of Refractories 156.30 156.30

(f) Disputed liabilities relating to Railway for enhanced Godown rent and over loading penal charges

219.14 197.49

g) Disputed Sales Tax demand(including interest & penalty)-matter under ap-peal

838.94 665.57

(h) Disputed Entry Tax demand-matter under appeal 416.60 293.28

(i) Disputed Excise matters 3,756.38 3,756.38

(j) Disputed counterclaim in a Arbitration matter. -

(k) Disputed liabilities relating to purchase of Electricity 302.16

(l) Disputed liabilities for Lanjiberna Mines for payment of Stamp Duty 8,349.76 8,349.76

(m) Disputed liabilities for Lanjiberna Mines for payment under Mines and Minerals (Development & Regulation) Act.

2,419.17 -

(n) Others 86.21 222.15

16,536.67 14,235.25

(ii) Other monies for which the Company is contingently liable :

(a) Disputed liability relating to labour matters-pending in Courts 3.01 4.57

(b) Disputed liability relating to Land matters-pending in Courts 38.21 39.51

(c) Others 78.00 78.50

total 119.22 122.58

(iii) Disputed liability in respect of Income Tax demands 296.10 213.03

In respect of items above, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements / decisions pending at various forums / authorities.

(iv) a) Guarantee given to Banks on behalf of Radhikapur (West) Coal Mining Private Limited against which counter guarantee of `3.32 Lakhs(PY 561 Lakhs) has been received from OISL

- 636.00

30.2 Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for

3,483.41 5,865.96

30.3 In the opinion of the Board and to the best of their knowledge and belief, the valuation on realisation of current assets, loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet.

30.4 The Supreme Court of India in April, 1996, upheld the validity of Jute Packing Materials (Compulsory use in Packing Commodities) Act, 1987. The Company has been legally advised that the Act is applicable to it only with effect from October, 1996. Under the Act, Cement Manufacturers are required to use Jute Packaging Material for supply or distribu-tion upto 50% of their total production. The Calcutta High Court has granted stay against show cause notice received by the Company from the Jute Commissioner. The Transfer Petition filed by the Union of India before the Hon’ble Supreme Court was dismissed by the Hon’ble court due to default and as a result of which the pending writ of the Company will be heard by the Hon’ble Kolkata High Court on merits. The amount that may become payable, is presently not ascertainable. However, the Government has not notified the compulsory packing of Cement in jute packing materials for the period effective from 1st July, 1997.


113

30.5 In respect of licence granted for captive mining Block at Radhikapur mines, a Joint Venture company Radhikapur (West) Coal Mining Private Limited has been incorporated on 29th March 2010 in which the Company's interest jointly with OCL Iron & Steel Limited (OISL) is 14.696%. The Company has invested `734.80 Lakhs (PY 734.80 Lakhs)in equity shares of the JV Company which includes `383.35 Lakhs(PY 383.35 Lakhs) being proportionate value of shares to be transfered to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint Venture Partners.

30.6 Consequent upon decision of the Hon’ble Supreme Court of India cancelling the alloction of Coal block, vide Order dated 24th September, 2014, the Company is in the process of assessing the recoverabilty of the amounts invested of `351.45 Lakhs in the Joint Venture Company ‘’Radhikapur (West) Coal Mining Private Ltd.’’. As a matter of prudence, a provision for similar amount has been made in the accounts during the current year.

30.7 Bank balances includes `0.45 Lakhs (PY `0.45 Lakhs)lying in a current account with a nationalised bank, to be operated jointly by the authorised signatories of the Company and OISL in respect of Coal Block Operations as mentioned in note 30.6 above.

30.8 Segment disclosure (AS - 17)

(` In Lakhs)

2014-15 cement Refractory others unallocable total

Segment operating Revenue

External 2,17,351.98 41,419.24 - 9.61 2,58,780.83

(1,76,455.37) (43,786.79) - (8.77) (2,20,250.93)

Segment Result

Profit / (Loss) before tax and interest 25,989.00 2,231.00 -4,599.04 23,620.96

(22,303.00) (2,840.00) -(3,724.17) 21,418.83

Less : Interest 7,338.84 7,338.84

(7,106.28) (7,106.28)

Profit before Taxation 16,282.12

(1,4312.55)

Provision for Taxation - Current 3,291.62 3,291.62

(3,077.05) (3,077.05)

- Deferred 1,625.33 1,625.33

(688.72) (688.72)

- MAT credit avaliable for Reversed / (-) set off

-183.00-(208.02)

-183.00-(208.02)

Profit after Taxation 11,548.17

(10,754.80)other information

Segment Assets 1,84,602.08 43,323.61 1,09,719.07 3,37,644.76

(1,85,494.25) (44,478.67) (28,390.20) (2,58,363.12)

Segment Liabilities 52,888.21 9,094.18 1,51,858.71 2,13,841.11(39,796.22) (11,681.50) (91,945.36) (1,43,423.08)

Capital Expenditure including capital WIP

11,918.38(34,599.15)

162.07(905.52)

68.41(24.87)

12,148.86(35,529.54)

Depreciation 14,965.53 956.69 91.75 16,013.97

(14,245.81) (1,075.98) (73.54) (15,395.33)

Non cash expenses other than depreciation :Provision for Leave encashment 66.88 39.72 10.97 117.57

(77.33) -(3.06) (12.32) (86.59)note :a) As per practice consistently followed, inter segment transfers for capital jobs recognised at cost and for other jobs at

estimated realisable value.b) Business segment is considered as primary segment and there is only one geographical segment.


114

30.9 Related party disclosures (aS-18)

a) Related parties and their relationship :

1) Key management personnel: Shri M H Dalmia, Shri R H Dalmia, Shri.Gaurav Dalmia (Managing Director),

Shri D.D.Atal (Wholetime Director)

Relatives: Shri.A.H.Dalmia, Shri.V.H.Dalmia, Shri Y.H Dalmia, Smt. Abha Dalmia, Smt. Padma Dalmia, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Smt. Kanupriya Somany, Smt.Sharmila, Dalmia, Shri.Puneet Yadu Dalmia, Smt.Kiran Atal

2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formly Dalmia Bharat Entrprises Ltd)

3) Holding Company: Dalmia Cement (Bharat) Limited (w.e.f 25.02.2015)

4) Enterprises over which key management personnel are able to exercise significant influence : Hari Machines Limited, Dalmia Bharat OCL Trust, Dalmia Institute of Scientific & Research (DISIR), Dalton International Ltd, Landmark Property Development Co.Ltd, Shree Natraj Ceramic & Chemical Industries Ltd, Landmark Landholdings Pvt.Ltd, Dalmia Bharat Sugar & Industries Ltd, Calcom Cement India Ltd, Debikay Systems Limited, Kiran Resources (P)Ltd, Dalmia Magnesite Corporation, Dalmia Cement East Limited, Dalmia Refrac-tories Limited

b) Transactions with above in ordinary course of business :

(` In Lakhs)

2014-15 2013-14

1) Transactions with parties referred in (1) above:

a) Remuneration /Pension 1,160.55 839.53

b) Fixed Deposit received - 7.75

c) Fixed Deposit repaid 28.05 -

d) Interest Expense 0.99 1.98

e) Service received 12.52 9.79

f) Rent Paid 77.21 58.93

g) Payable at the year end - 33.90


a) Service rendered 0.09 5.21

b) Service received 2,816.11 2,681.66

c) Payable at the year end 1,025.06 697.82


a) Purchase of goods - 1.30

b) Purchase fixed assets - 42.40

c) Service rendered 0.52 0.64

d) Service received 8.41 13.87

e) Receivable at the year end 0.08 0.31

f) Payable at the year end - 16.68


a) Purchase of goods 430.64 369.51

b) Purchase of Fixed Assets - 18.41

c) Sale of goods & fixed assets 4,707.39 3,008.65

d) Service rendered 52.15 102.19

e) Service received 196.29 264.18

f) Rent Paid - 13.93

g) Receivable at the year end 1,006.70 1,454.96

h) Payable at the year end 89.93 136.62


115

(` In Lakhs)

2014-15 2013-14

c) disclosure of material transactions with Related parties

Remuneration

Syt.M.H.Dalmia 103.05 22.66

Syt.R.H.Dalmia 343.70 278.11

Shri.D.D.Atal 282.82 182.52

Shri.Gaurav Dalmia 348.66 280.82

purchase of fixed assets

Hari Machines Ltd. - 2.41

purchase of goods


Dalmia Bharat Sugar & Industries Ltd 83.54 33.66

Dalmia Bharat Ltd 329.27 270.93

Sale of goods and fixed assets

Calcom Cement India Limited 3,031.32 2,082.10

Dalton International. Ltd 1,096.72 899.22



Dalmia Cement East Limited 499.87 -

Service rendered


Service received


Dalmia Cement(Bharat) Ltd. 8.41 13.87

Dalmia Bharat Ltd 2,816.11 2,681.66

DISIR 131.40 119.70


Astir Properties Pvt. Ltd.(Rent) - 13.93

Receivable at the year end




Calcom Cement India Limited 188.32 542.49

payable at the year end


Dalmia Bharat Ltd 1,025.06 697.82



30.10 earning per share (epS) aS - 20

Profit after tax (In Rs Lakhs) 11,562.03 10,715.42

Weighted Average No. of equity shares of `2 each as on 31.03.2015

Basic & Diluted (No. in Lakhs) 569.00 569.00

EPS (`)

Basic & Diluted 20.32 18.83


116

30.11 Foreign currency exposure (amount in lakhs)

2014-15 2013-14

i) Hedged - Forward Contracts for imports (USD) USD 1.00 8.77

Euro 0.50 0.19

Term Loan USD 139.05 79.32

Foreign Currency Loan availed under Buyers' Credit

USD 36.00 -

Creditors USD 35.44

ii) Not Hedged Debtors USD 9.54 6.84

Euro 4.11 7.02

GBP 7.67 10.12

Creditors USD 99.82 11.10

Euro 8.32 1.52

JPY 6.67 9.01

GBP 0.02 0.30

Cash & Bank Balance USD (CY 5.75 PY 47.75)

- -

GBP (CY 1.2 PY 249.2)

- -

EURO (CY 6.66 PY 151.66)

- -

RMB 0.03 0.03

JPY 0.01 0.14

Kwacha 0.30 0.30

Term Loan USD 168.58 164.09

PCFC LOAN USD 4.89 4.27

EURO 5.63 8.64

GBP 4.33 7.85

Foreign Currency Loan availed under Buyers’ Credit

USD

30.12 employee Benefits - aS 15 (Revised)a) The Company has determined the liability for Employee benefits as at March 31, 2015 in accordance with revised

Accounting Standard 15 notified by Govt. of India - Employee defined benefits.b) Following information are based on report of Actuary. Defined benefit plans as at March 31, 2015

(` In Lakhs)

2014-15 2013-14

gratuity(Funded)

leaveencashment

(unfunded)

Gratuity(Funded)

LeaveEncashment

(Unfunded)a Break-up of expenses


2 Interest cost 131.21 27.92 119.63 21.05

3 Expected return on plan assets (164.83) - (126.52) -

4 Net Actuarial (gain) / loss recongised during the year

82.13 (82.46) 106.52 (19.60)

5 Total expense 260.52 248.88 273.82 247.60

B actual return on plan assets

1 Expected return on plan assets 164.83 - 126.52 -

2 Actuarial gain / (loss) on plan assets 56.05 - (22.84) -

3 Actual return on plan assets 220.88 0.00 103.68 0.00


117

c Reconciliation of obligation and fair value of assets

1 Present value of the obligation 2,057.16 532.34 1,704.36 414.77

2 Fair value of plan assets 2,057.20 - 1,704.52 -

3 Funded status [surplus / (deficit)] 0.04 (532.34) 0.16 (414.77)

d change in present value of the obligation during the year ended march 31, 20151 Present value of obligation as at April 1, 2014 1,704.36 414.77 1,488.05 328.18


3 Interest cost 131.21 27.92 119.63 21.05

4 Benefits paid (128.60) (131.31) (161.19) (161.01)

5 Actuarial (gain) / loss on plan assets 138.18 (82.46) 83.68 (19.60)

6 Present value of obligation as at March 31, 2015 2,057.16 532.34 1,704.36 414.77

e change in assets during the year ended march 31, 2015

2014-15 2013-14

1 Fair value of plan assets as at April 1, 2014 1,704.52 1,488.53

2 Expected return on plan assets 164.83 126.52

3 Contribution made 260.40 273.50

4 Benefits paid (128.60) (161.19)

5 Actuarial gain / (loss) on plan assets 56.05 (22.84)

6 Fair value of plan assets as at March 31, 2015 2,057.20 1,704.52

F the major category of plan assets as a percentage of total planGratuity : 80% (PY80%) invested with Central Govt/State govt/State Govt. Securities/Public sector bonds Fixed Deposit

with PSU Banks Leave Encashment : Unfunded

2014-15 2013-14

gratuity leaveencashment

Gratuity LeaveEncashment

g actuarial assumptions

1 Discount rate 8.00% 8.00% 8.50% 8.50%

2 Expected rate of return on plan assets 9.67% n/a 8.50% NA

3 Mortality ialm (2006-08)

ultimate

ialm (2006-08)

ultimate

IALM (2006-08)

ULTIMATE

IALM (2006-08)

ULTIMATE4 Salary escalation 6.00% 6.00% 6.00% 6.00%

c) gratuity is administered by an approved gratuity fund trust

d) amount recognised as an expense in respect of defined benefits plan as under :

(` In Lakhs)

2014-15 2013-14

1 Contribution to Gratuity Fund 260.40 273.50

2 Gratuity paid directly 17.66 39.97

3 Leave encashment 248.88 247.60

526.94 561.07

e) defined contribution plan:

Contribution to Defined Contribution Plan, recognised as expense for the year as under:

1 Employer's contribution to Government Provident Fund 801.80 718.13

2 Employer's contribution to Superannuation Fund 75.82 76.65

3 Farewell gift to retired employees 1.95 1.28

4 Medical insurance premium to retired employees 17.98 16.58

897.55 812.64


118

30.13 Capital Work-In-Progress at OCL Bengal Cement Works/ Medinipur includes the following expenses / income

Salary & Wages - 111.48

Rent - 4.47

Insurance - 17.21

Finance Charges 10.32 183.31

Others - 260.28

30.14 As per section 135 the Companies Act, 2013, the Company is required to spend two percent of the average net profits of the Company made during the last three immediately preceding financial years on Corporate Social Responsibil-ity. Accordingly the Company has complied with the said section and spent amounts aggregative to `279.45 lakhs (in excess of the said percentage) which includes: Contribution to Prime Minister relief fund `12.10 Lakhs, and to other institutions Rs 45.01 lakhs both approved under section 80G of the Income tax 1961, contribution to institutions ap-proved under section 35(1)(ii) of the Income Tax Act, 1961 `100 lakhs, to institutions approved under section 35 AC of the Income Tax Act, 1961 of `30 Lakhs and expedniture on rural infrastructure development, healthcare, skill develop-ment, livelihood, promotion of education etc. aggregating to `92.34 Lakhs.

30.15 Disclosure as per Requirement of Schedule - III

name of the entity in the net asset (total asset-total liability)

Share in profit / (loss).

as % of consolidated

net assets

amount as % of consolidated profit or loss

amount

parent

OCL India Limited 96.37% 1,19,620.63 98.90% 16,102.41

Subsidiaies

indian

Odisha Cement Limited 0.00% 4.45 0.00% -0.10

Foreign

OCL Global Limited 4.84% 6,006.38 1.84% 299.74

OCL China Limitied 3.60% 4,464.05 -0.85% -138.56

minority interests in all subsidiaries 0.26% 321.97 -0.09% -13.86

Joint Ventures

(as per pro-portionate consolidation)

indian

Radhikapur (West) Pvt Limited 0.28% 351.45 - -

Elimination 5.35% 6,643.31 -0.20% -32.49

total 100.00% 1,24,125.62 100.00% 16,282.12

30.16 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.










119

(a) Subsidiaries(` In Lakhs)

Sl. no.

particulars ocl gloBal ltd. ocl china ltd. odhiSa cement

ltd.

1 Financial Year ending on # 31.03.2015 31.03.2015 31.03.2015 31.03.2015 31.03.2015

2 Reporting Currency INR USD INR RMB INR

3 Exchange Rate (As on 31.03.2015) 63.06 - 10.32 -

4 Exchange Rate (Average rate 2014-15) 61.58 - 10.02 -

5 Share Capital 1,347.88 28.30 2,441.13 404.29 5.00

6 Share Application Money - -

7 Reserves 4,658.50 73.64 2,022.93 109.28 (0.55)

8 Liabilities 1,653.46 26.22 4,633.87 448.89 0.18

9 Total Liabilities 7,659.84 128.16 9,097.93 962.46 4.63

10 Total Assets 7,659.84 128.16 9,097.93 962.46 4.63

11 Investments * 2,831.81 51.60 - - -

12 Turnover 9,407.97 152.77 7,477.35 746.50

13 Profit Before Taxation 299.74 4.87 (138.56) (22.90) (0.10)

14 Provision for Taxation - - - - 0.09

15 Profit After Taxation 299.74 4.87 (138.56) (22.90) (0.19)

16 Proposed Dividend - - - - -

17 Percentage of Shareholding 100.00 90.00 100.00

# Financial year of OCL China Ltd. ends on 31.12.2014, however, to coincide with the financial year of OCL India Ltd. the accounts have been drawn and audited upto 31.03.2015

* Investment in OCL China Ltd. `2,831.81 Lacsnote:1 Assets and Liabilities for Balance Sheet Items of foreign subsidiaries are translated at the closing rate as on 31.03.2015.2 Income and Expense items of foreign subsidiaries are translated at the average exchange rate during 2014-15.3 Share Capital of Foreign Subsidiaries is translated at the exchange rate existing at the date of transaction.

(B) Following Joint Venture has been consolidated on proportionate basis:

(` In Lakhs)

name of the company country of incorporation proportion of ownership interest as at march 31, 2015

Radhikapur (West) Coal Mining Private Limited India 7.029%

i) The Joint Venture is a jointly controlled entity with the joint control over finance and management by all the JV Share-holders, which is clearly spelt out in the Memorandum and Articles of the Joint Venture Company. Radhikapur (West) Coal Block has been allotted to three venturers viz. Rungta Mines Limited, Ocean Ispat Private Limited and OCL India Limited by Govt. of India, Ministry of Coal vide their letter No. 13016/77/2006-CA-I dated 21st December, 2009.

ii) Details of the OCL India Limited’s share of assets and liabilities in the Joint Venture included in the Consolidated Financial Statements are as follows:

Disclosure under first proviso to sub-section (3) of Section 129 of Companies Act,2013 read

with Rule 5 of Companies (Accounts) Rules,2014

Summary of Financial Information of Subsidiary CompaniesFor the Financial Year 2014-15


120

(` In Lakhs)

particulars as at march 31, 2015 (unaudited)

As at March 31, 2014 (unaudited)

equity & liaBilitieS

current liabilities


Other current liabilities 0.02 0.02

total 0.33 0.94

aSSetS

non-current assets

Tangible assets 0.10 0.22

Pre-Operative Expenses (refer note no. 12) 54.10 63.02

Long-term loans and advances 149.79 149.80

current assets

Cash & bank balances 138.17 130.97

Short -term loans and advances 4.29 3.28


total 351.78 352.40

This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under Pre-operative expenses.

Corporate Office17th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi – 110 001

Website: www.oclindialtd.in E-mail: [email protected], [email protected]