Annual Report 2015-16 - Bombay Stock Exchange · 2016-09-21 · slag-blended cement, prudently utilising steel plant waste to manufacture a high-strength product. One of the first

Annual Report 2015-16 OCL India Limited

Contents

About us

03

Information technology & Outlook

17

Financial performance

04

Corporate social responsibility

18

Management Discussion and Analysis

12

Risk management

22

Financial review

15

Statutory section

23

Business sustainability

16

Financial section

67

Corporate Information

Board of Directors Pradip Kumar Khaitan -

Chairman

Gaurav Dalmia

Gautam Dalmia

Puneet Yadu Dalmia –

Managing Director

D. N. Davar

V.P. Sood

Sudha Pillai

Jayesh Doshi

Mahendra Singhi –

Whole Time Director & CEO

Amandeep -

Whole Time Director & CEO

(Cement Division)

PresidentR. H. Dalmia

Company Secretary Rachna Goria

Bankers/Financial InstitutionsState Bank of India

International Finance

Corporation

Export Import Bank of India

Yes Bank Limited

HSBC Bank

United Bank of India

Punjab National Bank

UCO Bank

Axis Bank

Statutory Auditors V. Sankar Aiyar & Co.

Chartered Accountants

Registered OfficeRajgangpur – 770 017 (Odisha)

District Sundargarh

Corporate Office7th, 11th & 12th Floor,

Hansalaya Building,

15, Barakhamba Road,

New Delhi - 110 001

Registrar and Share Transfer AgentCB Management Services (P)

Limited, P-22 , Bondel Road,

Kolkata – 700 019.

Efficiency and Effectiveness.

The Company is one of the most efficient cement manufacturers, having one of the lowest carbon footprints among India’s cement manufacturers.

02 OCL India Limited

The Company is focused on capitalising on Eastern India’s development.Manufacturing quality cement. Branding and distributing strategically. Servicing clients competently.

Background The Company (incorporated in 1949) is a

multi-decade cement company in Eastern

India, respected for high standards of

corporate governance, quality cement and

established customised brands.

The Company diversified into the

manufacture of refractories in 1954 and is

among the largest composite refractory

producer in the country.

Parentage The Company is a subsidiary of Dalmia

Cement (Bharat) Limited, a wholly-owned

subsidiary of Dalmia Bharat Limited, which

increased its stake from 48.4% to 74.6% in

FY2014-15.

Presence Cement

Our plants are located at three locations

- Rajgangpur and Kapilas in Odisha and

Medinipur in West Bengal with a total

cement capacity of 6.7 MnT along with

captive power capacity of 62 MW.

Addresses the growing cement demand

in Eastern India (Odisha, West Bengal,

Bihar and Jharkhand); accounts for 11% of

Eastern India by capacity and market share.

Refractory

Installed capacity of 1.31 lakh tonnes per

annum

Addresses demand from five continents.

Operations also undertaken through

OCL China Limited, a step-down subsidiary

of OCL Global Limited (OCL subsidiary).

Pioneer The Company was one of the first

cement companies in India to develop

slag-blended cement, prudently utilising

steel plant waste to manufacture a high-

strength product.

One of the first in India’s refractory

business with all products certified for ISO

9001.

One of the few producers of silica bricks

for coke ovens in India.

Plant locations Cement Capacity (MnT) Power Capacity (MW)

Rajgangpur, Odisha 4.00 54*

Kapilas, Odisha 1.35 5.5**

Medinipur, West Bengal 1.35 2.5**

Total 6.70 62

* Thermal power capacity

** Solar power capacity

03Annual Report 2015-16

Financial performance

Operational competence

2011

-12

1,668

2,110 2,220

2,609

3,106

2012

-13

2013

-14

2014

-15

2015

-16

(` crore)

Gross operating income

2011

-12

238 20

12-1

3

450

2013

-14

338

2014

-15

381

2015

-16

529

(` crore)

EBITDA

2011

-12

16

2012

-13

24

2013

-14

17

2014

-15

17

2015

-16

19

(%)

EBITDA margin

2011

-12

8.5

2012

-13

8.8

2013

-14

8.3

2014

-15

9.9

2015

-16

10.7

(%)

Market share

2011

-12

3.17

2012

-13

3.36

2013

-14

3.49

2014

-15

4.35

2015

-16

5.62

(MnT)

Total sales volume*

* including clinker


2011

-12

32

2012

-13

159

2013

-14

107

2014

-15

116

2015

-16

234

(` crore)

Profit after tax

2011

-12

2,001

2,226

2,579 2,693

2,835

2012

-13

2013

-14

2014

-15

2015

-16

(` crore)

Gross Block (incl. CWIP)

2011

-12

1,799

2012

-13

1,432

2013

-14

1,568

2014

-15

1,372

2015

-16

1,185

(`/T)

Variable cost

2011

-12

73.3

2012

-13

73.7

2013

-14

73.3

2014

-15

69.0

2015

-16

62.3

(KwH/T)

Power consumption

per tonne of cement per tonne of cement

Notes:

The figures for previous years have been regrouped wherever necessary

2011

-12

469

2012

-13

416

2013

-14

436

2014

-15

199

2015

-16

-188

(` crore)

Net debt


In March, 2016, Dalmia Bharat Limited proposed the amalgamation of OCL India Ltd, a 75%

subsidiary of Dalmia Cement (Bharat) Limited (DCBL) and Dalmia Cement East Limited (DCEL) Bokaro

(100% Subsidiary of DCBL).

Consolidating Eastern India operations for a larger footprint.Dalmia Bharat’s passion meets OCL’s competence


The Company will strengthen its position

as a leading slag cement producer in

lucrative cement markets, enjoying

attractive operating margins by capitalising

on significant synergies. It will consolidate

operations across Eastern India.

Scale: Post restructuring, the Company

will emerge as the third largest cement

company in Eastern India, with a capacity

of 9.3 MnT (including 2.6 MnT capacity at

Bokaro).

Costs: The Company will benefit from

significant cost benefits due to a lower

lead distance to consuming markets and

procurement of raw material.

Market: The Company’s inter-plant

flexibility in addressing rapidly evolving

market dynamics will increase,

strengthening offtake; the company will

enhance its nominal presence in the fast-

growing markets of Jharkhand and Bihar;

the easier swapping of brands between

plant locations will provide the right

product in the right place for the right

consumer at the right realisations.

Kapilas Odisha


Within the brief period following acquisition, this sense of

commitment to the environment and holistic stakeholder value has

been integrated into the Company’s heritage.

Resource mix: The Company incrementally utilised blast furnace

slag (waste from steel industry) for clinker substitution without

compromising the product quality or customer perception. The

proportion of slag in the raw material mix increased from 56% in

FY2014-15 to 64% in FY2015-16, conserving mineral use.

Evolving ‘Profitability’ with ‘Sustainability’.Over the last decade, Dalmia Bharat moderated its carbon footprint to among the lowest globally in the

cement sector, demonstrating that Clean and Green creates happiness and prosperity.


Energy mix: The Company possesses 62 MW power generation

capacity, of which 8 MW is renewable (solar) at two locations -

Kapilas in Odisha (2.5 MW) and Medinipur in West Bengal (5.5 MW).

The solar plant at Medinipur was commissioned in 2016.

Fuel mix: The Company switched from the consumption of high

cost imported coal to pet coke, both at the kiln and captive power

plants. The usage of pet coke increased to 87% in FY16 from 9% in

FY15. This resulted in a reduction in power and fuel cost per tonne

by 23% compared to the previous year.

The result: The Company produced 100% blended cement with

a carbon intensity of less than 370 kilograms per tonne of cement

in FY2015-16, possibly the lowest in the world (as per the GNR

data published by CSI in 2016, global average carbon footprint of

cement sector is 612 kg/tonne and the Indian average is 579 kg/

tonne).

Strengthening the Company’s positioning as a respected global

citizen.

Global average*

612India average*

579OCL India

<370

Carbon intensity (kilogram per tonne of cement)

* As per GNR Data published by CSI, in 2016

Medinipur, West Bengal


Premium brand positioning.From the generic to the customised

Strengthening the product mix.

A number of factors pertaining to the Company’s

transformational agenda were within control –

production volumes, overheads management and

fuel ratios.

The brand identity depended on the mindset of the

prospective customer and was considered outside

the company’s control.

Following acquisition, Dalmia Bharat set about

leveraging its rich understanding of the cement

branding space to reposition legacy OCL brands.

Strengthening Brand Equity: Until 2014, the

company possessed only one brand – Konark;

which was a premium brand in identified markets.

Following the OCL acquisition, there were three

areas Dalmia Bharat addressed strategically. One,

position Konark as a premium brand in Eastern India

(Orissa, West Bengal, Bihar and Jharkhand). Second,

a transition towards the umbrella Dalmia branding.

Third, improve market share from 8% to more than

10% in Eastern India.

A detailed sales and marketing strategy was created

with milestones. The management and team worked

in unison to execute methodically. A regional survey

indicated that customers preferred a high-end

product that enhanced value.

The first step towards building brand equity was to

create a unique selling proposition: a cement for

specialised applications reinforced by an eco-friendly

footprint. Dalmia Group leveraged its culture of

continuous innovation to create better products.

A new premium brand called DSP ‘Dhalai Special

Cement’ was launched engineered specially for

‘dhalai’ (roofing and flooring) applications. This

product was created following extensive research

and development. This product, offering ‘Delta 25

Power’, was engineered to create dense, tough

concrete delivering lifelong solidity and carefree

durability. The company innovated the introduction

of ‘BOPP Laminated’ packaging, which proved

water-resistant and tamper-proof in addition to

contributing a brighter finish to exposed concrete

surfaces resulting in superior insulation.

The launch proved a success, reflected in enhanced

brand share and awareness in Eastern India: from

8% in FY14 to 11% in FY16. ‘Konark DSP’ was re-

strengthened and re-launched as ‘Dalmia DSP’ for

enhanced branding benefit.

The complement of the two brands catering to

a wide consumer base proved potent. Together,

the Company reported 19% revenue growth in

two years. The premium brand contributed 22%

to the company’s total trade sales volume. Konark

DSP strengthened average realizations 8-10%

through FY2015-16 over the Konark average. The

recent launch of Dalmia DSP will further strengthen

realisations and benefits in FY17. Post Bokaro

amalgamation, the Company’s premium brand sales

volume is expected to be enhanced by more than

40% of total trade sales volume.

Logistics optimisation: This amalgamation will

catalyse brand switching across plant locations,

resulting in faster delivery across locations at minimal

logistical costs. Even today, the Company’s logistics

cost of `855 per tonne of cement sold (26% of its

overall cost of production) is one of the lowest in the

country’s cement industry (likely to reduce further).


FY 2016

22%FY 2015

10%

Premium brand sales volume of total trade sales volume


Management discussion and analysis


Indian economy overview India has emerged as the world’s fastest

growing major economy, ahead of China

in FY16-17, as per World Bank data at

7.6% contributed by strong government

reforms. The Central Government has

also taken a number of steps to improve

ease of doing business in India. Additional

structural reforms to address legacy

impediments to growth and speed up

infrastructure investment could help

sustain the strong pace of growth in the

coming years. The Indian government

eased FDI norms across various sectors

with an aim to boost the investment

environment. The struggling construction

sector will be a major beneficiary as radical

changes in FDI norms have been brought

in to boost demand for steel, cement and

spur economic activity, ultimately with an

aim to provide affordable housing to the

economically disadvantaged section.

Indian cement industryIn India, cement consumption improved

by more than 5% y-o-y during FY2015-16,

with companies producing approximately

286 million tonnes of cement during the

year. This growth was the highest in last

three years (3% during FY2013-14 and a

1% during FY2014-15). Demand growth

for the second half of the year (October

2015-March 2016) was approximately 9%,

significantly better than the previous year.

The domestic cement industry has a total

installed capacity of 441 million tonnes

with a capacity utilisation of 67% as of 31st

March, 2016. Cement capacity addition is

expected to decline and cement demand

outlook looks attractive in the forthcoming

years; these could lead to narrowing the

demand-supply gap resulting in improved

capacity utilisation.

Eastern India marketEastern India continued to see double-

digit demand growth, led by the

infrastructure and housing sectors. Eastern

India accounts for 18% of India’s cement

consumption, growing at a five year-CAGR

of more than 7% compared to an overall

industry growth rate of more than 5%. The

region is also marked by a huge untapped

opportunity because of its low per capita

cement consumption of approx. 150

kilograms against a national average of

approximately 220 kilograms.

The following events are boosting cement

demand in the region.

The Cental Government has

announced 'Housing for all by 2022'

programme to address the shortage of

dwelling units in India estimated at 11

crore (of which 55% in rural India). One

fourth of the housing shortage as per the

latest survey is in East India (Source: KPMG).

Concrete plans by government to address

housing needs expect to spur cement

demand in near future.

The Indian Railway’s dedicated Eastern

freight corridor project of 1839 km at a

cost of USD 3.6 billion is in full swing and

contracts awarding has been initiated.

A sum of USD140 billion is expected

to flow in Eastern India through coal

allocations over the next 15 years

Refractory industryThe Indian refractory industry has a

production capacity of around 2.4 million

tonnes per annum, constituting 3% of the

global market, which is expected to grow

at a CAGR of 5%.

However, the growth slowed during the

past few years because of the global

slowdown in downstream industries. The

steel sector is one of the major consumers

of refractories, contributing to over 70% of

refractory sales, a deflation of commodity

prices globally brought down steel prices.

Apparent demand contraction was

witnessed in almost all markets. Besides,

weak demand in major steel-producing

countries such as China, Japan and South

Korea led them to focus on exports at

discounted prices including sales in India,

leading to prices of some products hitting

a ten-year low in the Indian market.

All these factors have severely impacted

the refractory industry – lowering

demand, drying up new orders, limiting

repeat orders and reducing refractory

consumption. A number of large projects

were deferred, which impacted major

product categories like silica and led to a

shutdown of steel plants across Europe.

Refractory imports from China, being more

economical, further pressurised prices of

refractory products.

OpportunitiesThe impact of the introduction of

minimum import prices by the Central

Government in the steel sector will start

becoming visible this year, thereby leading

to better prospects for the refractory

segment. Consolidation in the steel sector

will lead to focused selling to key accounts,

increasing the scope for large-scale

projects.

Company profileIncorporated in 1949, OCL India is a

renowned cement producer from

Eastern India. The Company diversified

into the refractory business in 1954.

Today, the Company is among the

largest composite refractory plants in the

country, manufacturing various grades of

refractories catering mainly to the steel

industry.

Dalmia Bharat Cement Limited, a

subsidiary of Dalmia Bharat Limited,

acquired the balance promoter

shareholding in OCL India Limited and

increased its stake from 48.4% to 74.6%

in FY2014-15, making the Company a

subsidiary whereas it was an associate

earlier.


At a glance FY2015-16 FY2014-15 Change (%)

Cement sales (million tonnes) 5.62 4.35 29%

Capacity utilisation (%) 80% 64% 1600 bps

Premium product as a percentage of total trade sales 22% 10% 1200 bps

Power consumed per tonne of cement (KWh/T) 62.3 67.8 5%

Cement-clinker ratio (x) 2.57 2.27

With a strong presence across the states of

Odisha, West Bengal, Bihar and Jharkhand,

the Company is one of the leading players

in Eastern India. The plants are strategically

located, with the Company being one

of the few players to possess limestone

reserves in Odisha.

The year FY2015-16 was the first full

year of the Company’s operation as a

subsidiary of Dalmia Bharat Limited.

The Company’s sales volume improved

by 29% to 5.62 million tonnes from 4.35

million tonnes in FY2014-15 as a result of

focused marketing and a greater share of

premium products in the portfolio.

The premium brand Konark DSP,

launched by the Company in the

beginning of FY2014-15, contributed 22%

of the Company’s trade sales during the

year against 10 % in FY2014-15.

The Company grew its Eastern India

market share from 9.9% in FY2014-15 to

10.9% in FY2015-16, making it the second-

largest player in the industry.

Business segment review

Cement business

Demand constraints and a slowdown in

the downstream segments impacted sales

and pressurised margins. Sales volume

declined by 15% and revenue by 22% over

FY2014-15.

There was a significant drop in high-value

silica sales leading to a drop in margins.

This was accentuated by a price drop

in the wake of cheap Chinese imports

flooding the market. To cope with these

pressures, the Company initiated a number

of strategic measures, which will start

showing results in FY2016-17.

The Company received a new order for

silica, which is expected to boost growth.

With a new management team in place,

the Company is poised to enter new

markets in the Middle East and Europe,

while retaining its share in the existing

markets.

Refractory business

The Company’s refractory division has a capacity of 1.31 lac tonnes across two manufacturing units located in Rajgangpur (Odisha) and China.

In addition to an installed capacity of 6.7 million tonnes per annum at its manufacturing facilities located in Rajgangpur and Kapilas in Odisha and Medinipur in West Bengal, the Company has a captive power generation capacity of 62 MW, including an 8 MW solar power plant.


Profit and loss account analysisTotal income

The Company’s gross operating income

stood at `3106 crore in FY16, up by 19% as

compared to `2,609 crore in FY15.

Operating EBITDA

EBITDA for the year stood at `598 crore as

against `402 crore in the previous year, an

increase by 49% y-o-y.

Depreciation

Depreciation provision for the year stood

at `176 crore as against `160 crore in the

previous year, an increase by 10% y-o-y.

Financial charges

Financial charges went up from `80 crore

in FY2014-15 to `135 crore in FY2015-16.

Other income

Other income for the year stood at `69

crore compared to `21 crore in FY2014-15.

Total tax expense

Total tax expense stood at `53 crore. It

comprised current tax expense of `91

crore and deferred tax worth `(38) crore.

Net profit

Net profit for FY2015-16 stood at `234

crore compared to `116 crore in FY

2014-15.

Balance Sheet analysisNet worth

Net worth of the Company stood at

`1,446 crore as on 31st March, 2016 against

`1,238 crore as on 31st March, 2015.

Reserves and surplus stood at `1,434

crore as on 31st March, 2016. Out of this,

the surplus on the P&L account stood at

`234 crore.

Paid-up equity capital stood at `11.38

crore as on 31st March, 2016 (5,69,00,220

equity shares of `2 each)

Loan funds

Total debt stood at `1,219 crore as on 31st

March, 2016, against `1,351 as on 31st

March, 2015.

The company's net cash was `188 crore as

on 31st March, 2016 against `199 crore of

net debt as on 31st March, 2015.

Total assets

Total assets of the Company increased to

`3,527 crore on 31st March, 2016 from

`3,376 crore a year ago.

Cash and cash equivalents

Cash and cash equivalents stood at `1,407

crore, including current investments as on

31st March 2016, compared to `1,152 crore

as on 31st March 2015.

Inventories and sundry debtors

The Company managed working capital

effectively. As on 31st March 2016,

inventories and sundry debtors stood at

`366 crore and `188 crore, respectively.

The corresponding figures as on 31st

March 2015 were `398 crore and `237

crore respectively.

Loans and advances

Total loans and advances stood at

`93 crore including short-term loans and

advances worth `74 crore.

Financial review, 2015-16


Business sustainability The Company has undertaken various

initiatives to replace natural resources

used in the production of cement by

utilisation of the waste generated from

other industries. One of the key enablers

of the Company's low carbon footprint

is the incremental use of industrial waste

in the production of blended cements

– helping the Company reduce energy

consumption and Green House Gas

(GHG) emissions per tonne of cement

and without affecting the quality and

strength of our products. Although, the

Rajgangpur, Medinipur and Kapilas units

were producing 100%-blended cements,

there was potential for incremental

addition of blast furnace slag in PSC. To

harness this opportunity, the Company

undertook concerted efforts to add higher

percentages of slag while maintaining

qualitative consistency. Coordinated

efforts in terms of quality control, R&D

and process optimisation led to an

increase in the production of blended

cements using a higher percentage of

slag as clinker substitutes. The Company

significantly reduced its CO2 emission

intensity during the past three years,

which led the Company to set a global

benchmark by becoming one of the least

carbon-intensive cement manufacturing

companies.

Awards received in FY2015-16 The Lanjiberna limestone and dolomite

mines received the Pollution Control

Appreciation award from the Odisha State

Pollution Control Board.

The Company’s cement division

participated in the 16th Annual Greentech

Environment Award - 2015 and bagged

an award in the ‘silver category’ under the

cement sector.

The Company’s cement division

received the ‘Indian Chamber of

Commerce Environment Appreciation

Award – 2015’ in the ‘large business

organisation’ category.

The Company was awarded the

first position in most of the categories

at the 53rd Annual Mines Safety Week

Celebration, 2015, under the aegis of

Directorate-General of Mines Safety,

Chaibasa region.

The Company was felicitated at the

18th Annual Mines Environment & Mineral

Conservation Week Celebration FY2015-16

(under the aegis of Indian Bureau of Mines,

Bhubaneswar) in the following categories:

Category Position

Overall performance 1st

Waste management 1st

Reclamation/Rehabilitation 2nd

Management of sub-grade minerals

3rd

Rain water treatment plant, Kapilas


Information technology

Management Outlook

The Company has progressively invested

in a best-in-class information management

platform to enhance organisational

responsiveness, reduce time-to-market,

optimise costs and deliver sustainable

solutions.

During FY2015-16, technology

spearheaded the Company’s efforts

towards creating a highly responsive sales

team, equipped with real-time decision-

making abilities to achieve the shortest

‘time-to-market’.

As a part of the Company’s efforts to

strengthen its customer-relationship,

SM@RT (Sales Management at Real Time)

programme provides details on customers

and relevant financial data on mobile

handsets, obviating the need for reverting

to the back-office staff for any data.

The SM@RT programme has now been

expanded to include all members of the

expansive dealer network, revolutionising

the way the Company connects with its

partners, capture orders, and fulfill them.

Through SUVIDHA, (a dealer programme)

the IT team has created a mobile platform

that has taken the Company closer to the

consumer space, enabling dealers to place

orders, receive delivery schedules and

check their account status.

Information Management has been at

the forefront of creating value across

critical business functions. In FY15-16,

Project Kushal, was initiated to improve

the turnaround time for trucks and build

logistics efficiencies. The implementation,

using bar-code scanning and a mobility

solution, enables the plants to service

orders faster and has shrunk the shipment

cost settlement cycle time down to a

week.

Going ahead, the Company’s focus will continue

to be in improving capacity utilisation, furthering

its market share and enhancing operational

efficiencies.

The Company is committed to enhance its resolve

towards sustainable practices by increasing the

use of renewable fuels, reducing the use of mineral

resources on the one hand and GHG emissions on

the other.

Through SUVIDHA, (a dealer programme) the IT team has created a mobile platform that has taken the Company closer to the consumer space, enabling dealers to place orders, receive delivery schedules and check their account statuses.


Responsibly social

The Company is a socially responsible business that has always contributed towards the development of

stakeholders. The Company has laid a keen emphasis on the betterment of lives of those residing in the peripheries

of its operational areas as well as on environmental conservation. This has been made possible through the

implementation of ethical and transparent CSR policies in line with the Company’s vision to serve society.


A fund equivalent to 2% of the average

net profits of the Company for the last

three years was allocated for undertaking

various projects in the hinterlands of the

Rajgangpur plant and Lanjiberna mines

(Sundargarh district), Kapilas Cement

Works (Cuttack district) in Odisha and

Bengal Cement Works (West Midnapore

district) in West Bengal. To actively

contribute to the socio-economic

development of the communities living

there, dedicated social workers have been

deployed. So far, they have touched the

lives of 101,236 people residing in 26

gram panchayats and nine community

development blocks across 196 villages.

The major initiatives undertaken under

various realms are furnished hereunder:

Education Provided 1,877 students with coaching

support through 30 remedial education

centres

Issued scholarships to 77 students for

higher studies

Held various competitions for overall

self-development in the vicinity in which

around 6,000 students and 107 schools

participated

Arranged career counseling

programmes in around 90 schools and

5,000 students participated

Health and sanitation Provided free medical services to 22,200

patients at the Lanjiberna dispensary

Attended to 14,296 patients via a

mobile medical unit

Serviced 2,245 women with prenatal

and post-natal treatment

Constructed 103 low-cost toilets and

erected 10 biodegradable toilet blocks in

local schools

Organised routine health camps and

health awareness programmes and raised

awareness on malaria through counseling

Promoted a kitchen garden to provide

nutritional support to 237 families

Inculcated life skills among 578

adolescent girls in 37 groups

Skill development Reached out to 3,456 women from

236 SHGs covering via capacity-building

programmes

Set up nine stitching training centres

where 287 women were imparted

designing training

Trained 175 women in activities like

phenyle making and costume jewellery

making, among others

Provided skill development training to

individuals at the Dalmia Industrial Training

Centre and nursing training to girls at the

ILEAD institute at Berhampur, Odisha

Helped several families take up dairy

farming and engaged local women in

fungiculture – a lucrative microenterprise

Infrastructural development Renovated the Rajgangpur weekly

market which serves nearly 100 village;

constructed five community centres as

well

Renovated six culverts and wells

Electrified 12 local schools and

provided sitting arrangements to schools

in the area

Environmental conservation Provided 596 solar lanterns to the local

populace

Planted 10,570 saplings

Distributed 199 fuel-efficient chullahs

among women SHGs

Excavated 11 ponds to address

demand for water in the area

Established 67 vermicomposting units


Our people – Our Assets


We see ourselves as an institution that puts people first. The Dalmia family is young and vibrant, focused on nation building. We are

constantly trying to outdo our last triumph, pushing ourselves to explore with 'What next'?.

At the workplace, we believe in

providing a friendly open-door culture

to enrich experiences and excel in a

gamut of disciplines, while exploring

one's potential to the fullest.

As a strategic business partner, the HR

department is aligned with business

objectives focusing on business

growth. Our HR initiatives are linked

directly to talent acquisition to building

capabilities.

The Company believes that

performance should be recognised

and rewarded. The HR function does

this through a transparent on-line PMS

(performance management system)

where every talent has been assigned

competency levels and goals identified

at the beginning of the year.


Cement business Market risk

THE COMPANY HAS INVESTED

STRATEGICALLY IN BRAND EqUITY. WE

ENRICHED OUR PRODUCT MIx AND

CREATED DIFFERENTIATED BRANDS,

ENHANCING OUR APPEAL.

With focused marketing initiatives and

introduction of new brands helped us to

improve market share significantly in last

two years from 8% in FY14 to 11% in FY16.

We optimised the market mix and

synergised our capabilities to cater to high

realisation markets

Strong brand salience in targeted

markets helped us to mitigate market risk

effectively.

Cost risk

AN INCREASE IN THE COST OF

PRODUCTION CAN AFFECT THE MARGINS

OF THE COMPANY.

The Company built flexibility in its

operations to adopt the most economical

fuels leading to minimised risk of increase

in fuel prices. The enhanced use of

additives helped reduce the raw material

cost.

Location risk

AN INABILITY TO SOURCE RAW

MATERIALS AS WELL AS SUPPLY CEMENT

TO THE MARKET WITHIN THE LEAST

POSSIBLE TIME CAN INFLATE THE

ExPENSES OF THE COMPANY.

The Company, after the amalgamation of

Dalmia Bharat East Limited, will be able

to serve across West Bengal, Jharkhand,

Odisha, and Bihar in more efficient manner

leading to reduction in lead distance and

logistic cost. This will make it easy for the

Company to address any demand arising

within Eastern India with the least possible

time and cost.

Refractory businessEconomic risk

SLOWDOWN IN THE ECONOMIC GROWTH

MAY AFFECT THE PERFORMANCE OF THE

COMPANY.

In order to improve the customer base,

the Company has been exploring markets

other than steel like glass, copper,

aluminum, power and the petrochemical

industry. With a new management team

in place, the Company is poised to enter

new markets in the Middle East and

Europe, while retaining its share of existing

markets.

Raw material risks

RAW MATERIAL SECURITY IS OF PRIME

IMPORTANCE IN THE REFRACTORY

INDUSTRY.

In order to reduce the dependence on

Chinese raw materials, the Company

continues to invest in development of

synthetic raw materials by leveraging its

proprietary R&D capabilities.

Internal control systems and their adequacyThe Company has appropriate internal

control system for business operations,

financial reporting, compliance with

applicable laws and regulations. The roles

and responsibilities of all employees and

functions have been clearly laid out. The

internal auditor of the Company conducts

regular internal audits and the Audit

Committee conducts periodic reviews to

adjudge the adequacy and effectiveness

of internal control systems and undertakes

correctional measures whenever required.

De-risking the business As a proactive organisation, the Company regularly assesses and identifies the probable risks associated with its business and correspondingly undertakes strategic measures to minimise losses and maximise benefits.


Statutory section


Directors’ Report

THE DIRECTORS HAVE PLEASURE IN SUBMITTING THE SIxTY SIxTH ANNUAL REPORT AND AUDITED STATEMENTS OF ACCOUNT OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2016.

Financial Highlights(In ` Crore)

2015 - 16 2014 -15

Net Revenue 2635.65 2199.24

Profit before interest, depreciation and tax (EBITDA) 594.07 370.95

Less: Interest and Financial Charges 132.91 71.01

Profit before depreciation and tax (PBDT) 461.16 299.94

Less: Depreciation 171.55 138.92

Profit before taxation (PBT) 289.60 161.02

Provision for Current tax 91.19 32.91

Provision for Deferred tax - 37.87 16.25

MAT credit charge/(entitlement) 0.00 -1.83

Profit after taxation (PAT) 236.29 113.69

Add: Surplus brought forward 118.76 155.59

Profit available for appropriation 355.05 269.28

Appropriations:

General Reserve 0.00 120.00

Debenture Redemption Reserve 37.24 3.13

Proposed Dividend 0.00 22.76

Interim Dividend 22.76

Dividend Distribution tax thereon 4.63 4.63

Balance carried forward 290.42 118.76

355.05 269.28

Operations and Business PerformancePlease refer to the chapter on Management Discussion and Analysis

for a detailed analysis of the performance of the Company during

the Financial Year 2015-16.

DividendThe Directors had declared an interim dividend of `4/- per equity

share of `2/- each (i.e., 200%). The said interim dividend shall be

deemed as the final dividend for the current Financial Year ended

on March 31, 2016.

Transfer to General ReserveThe Company proposes not to transfer any funds to the General

Reserve.

Changes in BusinessThere has been no change, during the Financial Year 2015-16, in the

business carried on by the Company.

Corporate Governance Report The Company’s corporate governance practices have been detailed

in the Corporate Governance Report in terms of Schedule V of the

SEBI (LODR) Regulations, 2015 and same is attached separately

together with the Auditors’ Certificate thereon and forms part of

this Report.

Scheme of Arrangement and AmalgamationThe Board of Directors has at its meeting held on March 28, 2016

approved the Scheme of Arrangement and Amalgamation amongst


the Company, Dalmia Cement East Limited, Shri Rangam Securities

& Holdings Limited, Dalmia Bharat Cements Holdings Limited and

Odisha Cement Limited and their respective shareholders and

creditors involving the following:

(a) Slump Sale of Rail, Power & Solid Waste Management System

Undertakings of the Company to Odisha Cement Limited, a

wholly owned subsidiary of the Company, as a going concern,

together with all its properties, assets, liabilities, rights, benefits

and interest therein, without assigning value to individual assets

and liabilities.

(b) Amalgamation of residual of the Company with Odisha Cement

Limited.

(c) Slump Sale of Rail & Solid Waste Management System

Undertakings of Dalmia Cement East Limited to Odisha Cement

Limited as a going concern, together with all its properties,

assets, liabilities, rights, benefits and interest therein, without

assigning value to individual assets and liabilities;

(d) Amalgamation of (i) residual Dalmia Cement East Limited, (ii)

Dalmia Bharat Cements Holdings Limited and (iii) Shri Rangam

Securities & Holdings Limited with Odisha Cement Limited; and

(e) Change in name of ‘Odisha Cement Limited’ to “OCL India

Limited”.

The scheme has been filed with the Stock Exchange(s) for obtaining

their approval before seeking the approval of the High Court under

the provisions of the Companies Act, 1956.

Shifting of the Registered OfficeThe Board of Directors has, at its meeting held on March 28, 2016,

approved the Shifting of the Registered Office from the State of

Odisha to the State of Tamil Nadu under the Jurisdiction of the

Registrar of Companies, Chennai subject to the approval of the

Shareholders and the Central Government through the Regional

Director, Kolkata.

Credit RatingICRA has certified long term rating at AA and the short term facilities

at A1+ for your Company.

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 2015-16.

The Company’s Policy on Material Subsidiary Companies may be

accessed on the Company’s website at http://www.oclindialtd.in/

postal_doc/MaterialSubPolicy.pdf. In terms of the said policy, the

Company does not have any Material Subsidiary.

The report on the performance and financial position of each of

Company’s Subsidiaries, Associates and Joint Venture Companies for

the Financial Year ended March 31, 2016 in Form AOC 1 is attached

as Annexure – 1 and forms parts of this Report. The detailed Annual

Reports of Subsidiaries, Associates and Joint Venture Companies

are not being published in this report and any member desirous of

obtaining a copy of the same may write to the registered office of

the Company or download the same from the Company’s website

www.oclindialtd.in. Any member desirous to inspect the same, may

conduct inspection at the Registered Office of the Company during

business hours.

Consolidated Financial StatementsIn compliance with Section 129(3) of the Companies Act, 2013

(“Act”) and the Accounting Standard 21 on Consolidated Financial

Statements and Regulation 34(2)(b) of the SEBI (LODR) Regulations,

2015, this Annual Report also includes Consolidated Financial

Statements for the Financial Year 2015-16.

Extract of Annual Return In compliance with Section 134(3) read with Section 92(3) of the

Act and Rule 12 of Companies (Management and Administration)

Rules, 2014, the Extract of Annual Return in Form MGT-9 is attached

as Annexure – 2 and forms part of this Report.

Directors and Key Managerial PersonnelShri Jayesh Doshi, Director of the Company, would retire by rotation

at the forthcoming Annual General Meeting and being eligible

offers himself for re-appointment.

In addition to Shri Puneet Yadu Dalmia, Managing Director and Shri

Mahendra Singhi, Chief Executive Officer and Whole Time Director,

Shri H. L. Agarwal, Senior Executive Director (Finance) and Chief

Financial Officer and Smt. Rachna Goria, General Manager (Legal)

& Company Secretary are the Key Managerial Personnel of the

Company.

The Independent Directors have given their respective declaration


of independence in terms of Section 149(7) of the Act and have

also held a separate meeting in terms of Schedule IV to the Act

and inter-alia reviewed the performance of Non-Independent

Directors, Chairman and Board as a whole and found the same to

be satisfactory. Also, it was recognised that valuable, significant and

timely information was provided by the management to the Board

for its decision making.

The Board members are provided with necessary documents,

reports and policies to enable them familiarise with the Company’s

procedures and practices.

Periodic presentations on business segments are made at the Board

meetings of the Company. The details of familiarisation programs

for Independent Directors of the Company can be accessed at the

website of the Company at http://www.oclindialtd.in/board_of_

directors.php

The Nomination and Remuneration Policy of the Company on

Director’s appointment and remuneration including criteria for

determining qualifications, positive attributes, independence of the

Directors and other matters provided in section 178(3) of the Act is

attached as Annexure – 3 and forms part of this Report.

The Formal Annual Evaluation of performance of Board, its

Committees and individual Directors was made in accordance with

Criteria for performance evaluation of Board, its Committees and

Directors (including Independent Directors). It was noted that the

Directors were meeting highest standards professing and ensuring

best practices in the overall relation of Corporate Governance of the

Company’s affairs.

Board Of Directors, its Committees and their MeetingsReference is invited to the attached Corporate Governance Report,

which forms part of this Report, for the details of meetings of the

Board and its committees.

The Board has accepted all recommendations made by the Audit

Committee.

Corporate Social Responsibility A Corporate Social Responsibility Committee has been formed by

the Board of Directors. The Corporate Social Responsibility Policy

developed and implemented by the Company may be accessed on

the Company’s website www.oclindialtd.in.

Annual Report on Corporate Social Responsibility activities in terms

of Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,

2014 is attached as Annexure – 4 and forms part of this Report.

Pursuant to the said policy, the Company has made expenses

aggregating to `3.97 Crore towards Corporate Social Responsibility

during the Financial Year 2015-16 covering education, health &

sanitation, skill development, rural infrastructure development, rural

sports, environment conservation, etc. which is more than 2% of

average net profits of the Company made during three immediately

preceding Financial Years.

Risk Management The Board of Directors of the Company has formed a Risk

Management Committee to frame and monitor the Risk

Management Plan of the Company. The Committee is responsible

for identifying critical risks, framing Risk Management Plan and

reviewing effectiveness of implementation of Risk Management

Plan on ongoing basis. The purpose of Risk Management Plan is

not to eliminate the risks inherent to the business but to proactively

address such risks. Major risks have been identified and actions to

address them are underway.

Related Party Policy and TransactionsThe Company has formulated a Related Party Transactions Policy

and the same is posted on the Company’s website at http://www.

oclindialtd.in/postal_doc/RelPartyPolicy.pdf.

The particulars of contracts or arrangements with the related parties

referred to in section 188(1) of the Companies Act, 2013 in the

prescribed Form AOC 2 are attached as Annexure – 5 and forms part

of this Report.

Loans, Guarantees, Security and InvestmentsParticulars of Loans and Guarantees given, securities provided and

Investments made under Section 186 of the Act are provided in the

Standalone Financial Statements at note nos. 13 and 28.

Adequacy of Internal Financial Controls Based on the framework of internal financial controls and

compliance systems established and maintained by the Company,

work performed by the internal, statutory and secretarial auditors

and external consultants specially appointed for this purpose

- including audit of internal financial controls over financial

reporting by the statutory auditors - and the reviews performed by

management and the relevant Board committees - including the

audit committee, the Board is of the opinion that the Company’s

internal financial controls were adequate and effective during the

Financial Year ended on 31st March, 2016.

Whistle Blower Policy and Vigil MechanismThe Company has in place the Whistle Blower Mechanism for

Directors, Employees and other Stakeholders with a view to provide

for adequate safeguards against victimisation of stakeholders and

provide for direct access to the Chairperson of the Audit Committee

in appropriate cases and the same is posted on the Company’s

website www.oclindialtd.in.

Directors Responsibility StatementIn terms of provisions of Section 134 (3)(c) read with Section 134 (5)

of the Act, your Directors state that:

a) In the preparation of the Annual Accounts, the applicable

accounting standards have been followed, along with proper


explanation relating to material departures;

b) The Directors have selected such accounting policies and

applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give true and fair view

of the state of affairs of the Company as on March 31, 2016 and

of the Profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting fraud and other

irregularities;

d) The Directors have prepared the annual accounts of the

Company on a going concern basis;

e) The Directors have laid down internal financial controls to

be followed by the Company and that such internal financial

controls are adequate and are operating effectively.

f ) The Directors have devised proper systems to ensure compliance

with the provisions of all applicable laws and that such systems

are adequate and operating effectively.

Particulars of Remuneration of Directors, Key Managerial Personnel and EmployeesThe particulars of remuneration of Directors/Key Managerial

Personnel/ Employees in terms of the provisions of Section 197(12)

of the Act read with Rule 5(1) of the Companies (Appointment &

Remuneration of Managerial Personnel) Rules, 2014, are attached as

Annexure – 6 and forms part of this Report.

Further, in terms of the provisions of Section 197(12) of the Act

read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement

showing the names and other particulars of the employees drawing

remuneration in excess of the limits set out in the said Rules are

attached as Annexure – 7 and forms part of this Report.

Having regard to the provisions of first proviso to Section 136(1) of

the Act, the Annual Report excluding the aforesaid information in

Annexure – 7 is being sent to the members of the Company and

others entitled thereto. Any member interested in obtaining such

particulars may conduct the inspection of the same at the registered

office during working hours twenty one days before the date of

Annual General Meeting and he may also write to the Company

Secretary and same will be furnished on request.

AuditorsStatutory AuditorsM/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors

of the Company, holds office until the conclusion of the Sixty

Seventh Annual General Meeting of the Company to be held in the

year 2017 and is not eligible for re-appointment thereafter. However,

their appointment needs to be ratified by the shareholders at the

forthcoming Annual General Meeting in terms of Section 139 of the

Act.

The Notes on Financial Statements referred to in the Auditors’

Report are self-explanatory and do not call for any comments and

explanation.

During the year under review, the Auditors have not reported any

matter under Section 143 (12) of the Act.

Cost AuditorM/s R. J. Goel & Co., Cost Accountants, having consented to act as

Cost Auditors and having given certificate that their re-appointment

would be within the prescribed limits and that they are not

subject to disqualifications and are an independent firm of Cost

Accountants and are at arms’ length relationship with the Company,

been appointed by the Board of Directors as Cost Auditors of the

Company for the Financial Year 2016-17 for conducting cost audit in

respect of Cement business of the Company.

Secretarial Auditor and their Report The Board of Directors has appointed Vikas Gera & Associates as

Secretarial Auditor of the Company for the Financial Year 2016-17.

The Secretarial Audit Report given by the Secretarial Auditor in Form

MR-3 is annexed as Annexure - 8 and forms part of this Report.

Comments on Auditors ObservationsThere is no qualification, reservation or adverse remark or disclaimer

made by Auditor/Secretarial Auditor in their respective reports.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoInformation required under Section 134(3) of the Act read with

Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard

to conservation of energy, technology absorption and foreign

exchange earnings and outgo is given in Annexure – 9 and the

same forms part of this Report.

Deposits The Company has repaid all the public deposits on March 31, 2015

and no public deposits are accepted thereafter.

Orders Passed by RegulatorsThere are no significant and material orders passed by the regulators

or courts or tribunals impacting the going concern status and

Company’s operations in future.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act, 2013The 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 EnvironmentHealth and safety of employees and clean environment is the core

value of your Company. The world class EHS Management System

has already been implemented at all the operations. The endeavour

of your Company is to continue safe and healthy environment at all

its plants. Towards this end, regular training programmes are being

conducted for all levels of employees.

Towards greener environment, your Company and employees

have made it a habit to plant more and more trees. Your Company

has Bagged Pollution Control Appreciation Award from OSPCB

for Lanjiberna Mines, Greentech Environment Award and ICC

Environment Award–2015 for Cement Plant.

Industrial RelationsIndustrial Relations during the year under review were quite

peaceful and cordial.

Acknowledgements Your Directors wish to place on record their appreciation of the

support provided by your Company’s Bankers and Financial

Institutions.

Your Directors acknowledge the dedication and commitments of

the employees at all levels and also take this opportunity to thank

all the valued customers who have appreciated the Company’s

products and have patronised them.

Your Directors convey their grateful thanks to the Government

Authorities (Central & States), shareholders, distributors and dealers

for their continued assistance, co-operation and patronage.

For & on Behalf of the Board

Puneet Yadu Dalmia Mahendra Singhi

Managing Director Chief Executive Officer and

Whole Time Director

Place: New Delhi

Date: May 17, 2016


Form AOC-1Disclosure under first proviso to sub-section (3) of Section 29 of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014

A Subsidiaries(`in Lakh)

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

1 Financial Year ending on # 31.03.2016 31.03.2016 31.03.2016 31.03.2016 31.03.2016

2 Reporting Currency INR USD INR RMB INR

3 Exchange Rate (As on 31.03.2016) 66.29 - 10.28 -

4 Exchange Rate (Average rate 2015-16) 65.92 - 10.41 -

5 Share Capital 1,347.88 28.30 2,441.12 404.29 5.00

6 Share Application Money - -

7 Reserves 4,803.89 73.39 1,756.76 83.99 (0.92)

8 Liabilities 805.67 64.33 3,705.70 360.64 0.40

9 Total Liabilities 6,957.44 166.02 7,903.58 848.92 4.48

10 Total Assets 6,957.44 113.84 7,903.58 848.92 4.48

11 Investments * 2,831.81 51.60 - - -

12 Turnover 8,610.50 130.61 656.35 6,834.34

13 Profit Before Taxation (15.73) (0.26) (262.58) (24.64) (0.27)

14 Provision for Taxation - - - - 0.10

15 Profit After Taxation (15.73) (0.26) (262.58) (24.64) (0.37)

16 Proposed Dividend - - - - -

17 Percentage of Shareholding (%) 100.00 90.00 100.00

# Financial Year of OCL China Ltd. ends on 31.12.2015, however, to coincide with the Financial Year of OCL India Ltd, the accounts have been

drawn and audited upto 31.03.2016.

* Investment in OCL China Limited is `2,831.81 Lacs

Note:

1 Assets and Liabilities for Balance Sheet Items of foreign subsidiaries are translated at the applicable rate as on 31.03.2016.

2 Income and Expense items of Foreign Subsidiaries are translated at the average exchange rate during 2015-16.

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 31st March, 2016

Radhikapur (West) Coal Mining Private Limited India 7.029%

Annexure - 1


i) 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:

`In lakhs

Particulars As at March 31, 2016

(unaudited)

As at March 31, 2015

(unaudited)

EQUITY & LIABILITIES

Non Current Liabilities

Deferred Tax Liabilities (Net) 0.01

Current Liabilities

Trade payables 0.23 0.31

Other current liabilities 0.11 0.02

Short term Provision 2.21

Total 2.56 0.33

ASSETS

Non-current Assets

Tangible assets 0.03 0.10

Pre-Operative Expenses (refer note no. 13) 53.85 54.10

Long-term loans and advances 152.96 149.79

Current Assets

Cash & bank balances 146.76 138.17

Short -term loans and advances 4.29

Other current assets 7.20 5.33

Total 360.80 351.78

Particulars 2015-16

(Unaudited)

2014-15

(Unaudited)

REVENUE

Other Income 12.01 -

EXPENSES

Employee benefit expense 1.32 -

Finance cost 0.11 -

Other expense 0.36 -

Depreciation 0.02 -

Provision for current tax 3.40 -

Provision for deferred tax 0.01 -


Form No. MGT-9

ExTRACT OF ANNUAL RETURNas on the financial year ended on March 31, 2016

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

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 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 CompanyAll 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 91%

III. Particulars of Holding, Subsidiary and Associate Companies

Sl.

No

Name and Address of

the Company

CIN/GLN Holding/Subsidiary

/Associate

% of shares

held

Applicable Section

1. Dalmia Cement (Bharat)

Limited

U65191TN1996PLC035963 Holding 74.66 2(46) of Companies Act, 2013

2. OCL GLOBAL LIMITED N. A. Wholly Owned

Subsidiary

100 2(87) of Companies Act, 2013

3. OCL CHINA LIMITED N. A Step Down Subsidiary

(Subsidiary of OCL

Global Limited)

OGL holds 90%

shares

2(87) of Companies Act, 2013

4. ODISHA CEMENT LIMITED U14200OR2013PLC017132 Wholly Owned

Subsidiary

100 2(87) of Companies Act, 2013


IV. Share Holding Pattern ( Equity Share Capital Breakup as Percentage of Total Equity)

(i) Category-wise Share Holding

Sl. No.

Category of Shareholder No. of Shares held at the beginning of the year (01.04.2015)

No.of Shares held at the end of the year (31.03.2016)

% Change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

(A) Promoter

1 Indian

(a) Individuals/ HUF 110541 0 110541 0.19 110541 0 110541 0.19 0.00

(b) Central Government

(c) State Government(s)

(d) Bodies Corporate 42479273 0 42479273 74.66 42479273 0 42479273 74.66 0.00

(e) Bank/Financial Institutions

(f ) Any Other (specify)

(i) Trust-I 20708 0 20708 0.04 20708 0 20708 0.04 0.00

Sub Total(A)(1) 42610522 0 42610522 74.89 42610522 0 42610522 74.89 0.00

2 Foreign

(a) NRIs-Individuals

(b) Other-Individuals

(c) Bodies Corporate

(d) Bank/Financial Institutions

(e) Any Other (specify)

Sub Total(A)(2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

42610522 0 42610522 74.89 42610522 0 42610522 74.89 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds

(b) Bank/Financial Institutions 48144 32245 80389 0.14 30255 32245 62500 0.11 -0.03

(c) Central Govt

(d) State Govt(s)

(e) Venture Capital Funds

(f ) Insurance Companies

(g) Foreign Institutional Investors (FII)

293776 300 294076 0.52 1236312 300 1236612 2.17 1.66

(h) Foreign Venture Capital Funds

(i) Others (specify)

(i-i) UTI 0 17500 17500 0.03 0 17500 17500 0.03 0.00

Sub-Total (B)(1) 341920 50045 391965 0.69 1266567 50045 1316612 2.31 1.63

2 Non-institutions

(a) Bodies Corporate

i) Indian 4581080 698339 5279419 9.28 5288092 15429 5303521 9.32 0.04

ii) Overseas

(b) Individuals

i. Individual shareholders holding nominal share capital up to `1 lakh

3486878 1280174 4767052 8.38 3235812 1225182 4460994 7.84 -0.54


Sl. No.

Category of Shareholder No. of Shares held at the beginning of the year (01.04.2015)

No.of Shares held at the end of the year (31.03.2016)

% Change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

ii. Individual shareholders holding nominal share capital in excess of `1 lakh.

3300244 130310 3430554 6.03 2927216 78730 3005946 5.28 -0.75

(c) Others (specify)

(i) NRI 133715 19635 153350 0.27 136121 19635 155756 0.27 0.00

(ii) Foreign National 0 17080 17080 0.03 0 17080 17080 0.03 0.00

(iii) Clearing Member 250278 0 250278 0.44 29789 0 29789 0.05 -0.39

Sub-Total (B)(2) 11752195 2145538 13897733 24.42 11617030 1356056 12973086 22.80 -1.63

Total Public Shareholding (B)= (B)(1)+(B)(2)

12094115 2195583 14289698 25.11 12883597 1406101 14289698 25.11 0.00

TOTAL (A)+(B) 54704637 2195583 56900220 100.00 55494119 1406101 56900220 100.00 0.00

(C) Shares held by Custodians for GDRs & ADRs

Sub-Total ( C )

GRAND TOTAL (A)+(B)+(C) 54704637 2195583 56900220 100.00 55494119 1406101 56900220 100.00 0.00

(ii) Shareholding of Promoters

Sl No.

Shareholder's Name Shareholding at the beginning of the year (01.04.2015 )

Shareholding at the end of the year (31.03.2016)

% change in shareholding during the year

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

1 Dalmia Cement (Bharat) Ltd. 42479273 74.66 51.00 42479273 74.66 51.00 0.00

3 Gautam Dalmia (HUF) 110541 0.19 0.00 110541 0.19 0.00 0.00

4 Shri Gautam Dalmia (C/o Sumana Trust)

20708 0.04 0.00 20708 0.04 0.00 0.00

Total 42610522 74.89 51.00 42610522 74.89 51.00 0.00

(iii) Change in Promoter's Shareholding (please specify if there is no change)

Sl. No.

Folio no. Name Remarks Shareholding/Transaction

Date

Shareholding at the beginning of the year

(01.04.2015)

Cumulative Shareholding during the year

(01.04.2015 to 31.03.2016)

No. of Shares

% of total shares of the

Company

No. of Shares

% of total shares of the

Company

1 IN30292710174912 DALMIA CEMENT (BHARAT) LIMITED

At the begining of the year

01/04/2015 42479273 74.66 42479273 74.66

At the end of the year 31/03/2016 42479273 74.66

2 IN30009510778316 Gautam Dalmia (HUF) At the begining of the year

01/04/2015 110541 0.19 110541 0.19


3 IN30009510768234 Gautam Dalmia (C/o Sumana Trust)


01/04/2015 20708 0.04 20708 0.04


There is no change in the Promoter’s Shareholding.


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

Sl. No.

Name - For each of the Top 10 Shareholders

Remarks Shareholding/Transaction

Date

Shareholding at the beginning of the year (01.04.2015)

Cumulative Shareholding during the year (01.04.2015 to 31.03.2016)

No.of Shares % of total shares of the Company


1 DHARTI INVESTMENTS AND HOLDINGS LIMITED


01-04-2015 3375584 5.93 3375584 5.93

Decrease 22-05-2015 40405 0.07 3335179 5.86

Decrease 29-05-2015 39312 0.07 3295867 5.79

Decrease 05-06-2015 20000 0.04 3275867 5.76

Decrease 12-06-2015 20000 0.04 3255867 5.72

Decrease 19-06-2015 20000 0.04 3235867 5.69

Decrease 26-06-2015 5000 0.01 3230867 5.68

Decrease 30-06-2015 10000 0.02 3220867 5.66

Decrease 03-07-2015 15000 0.03 3205867 5.63

Decrease 10-07-2015 50000 0.09 3155867 5.55

At the end of the year 31-03-2016 3155867 5.55

2 ASHISH JHUNJHUNWALA At the begining of the year

01-04-2015 1804938 3.17 1804938 3.17

Decrease 10-04-2015 11559 0.02 1793379 3.15

Decrease 24-04-2015 722000 1.27 1071379 1.88

Increase 24-04-2015 1980 0.00 1073359 1.89

Increase 01-05-2015 722000 1.27 1795359 3.16

Decrease 30-06-2015 2200 0.00 1793159 3.15

Decrease 07-08-2015 65720 0.12 1727439 3.04

Decrease 28-08-2015 754078 1.33 973361 1.71

Increase 28-08-2015 754078 1.33 1727439 3.04

Decrease 13-11-2015 65000 0.11 1662439 2.92

Decrease 27-11-2015 55000 0.10 1607439 2.83

Decrease 04-12-2015 50000 0.09 1557439 2.74

Decrease 15-01-2016 30000 0.05 1527439 2.68

Increase 26-02-2016 9259 0.02 1536698 2.70

Decrease 31-03-2016 50000 0.09 1486698 2.61


3 SHREEVALLABH ORTHOPAEDIC INSTRUMENTS PVT. LTD.


01-04-2015 1136281 2.00 1136281 2.00

Increase 13-11-2015 95563 0.17 1231844 0.80

Decrease 20-11-2015 95563 0.17 1136281 2.00


4 Rina Jain At the begining of the year

01-04-2015 259000 0.46 259000 0.46

Decrease 25-09-2015 15000 0.03 244000 0.43

Decrease 09-10-2015 4000 0.01 240000 0.42

Decrease 23-10-2015 1107 0.00 238893 0.42



Sl. No.

Name - For each of the Top 10 Shareholders

Remarks Shareholding/Transaction

Date





5 Sushma Jain At the begining of the year

01-04-2015 259000 0.46 259000 0.46


Decrease 28-08-2015 188847 0.33 62950 0.11


6 MEENU BHANSHALI At the begining of the year

01-04-2015 218199 0.38 218199 0.38


7 TALMA CHEMICAL INDUSTRIES PVT LTD


01-04-2015 153500 0.27 153500 0.27


8 Laxmi Jain At the begining of the year

01-04-2015 133965 0.24 133965 0.24


9 DYNAMIC EqUITIES PVT LTD


01-04-2015 103855 0.18 103855 0.18

Decrease 08-05-2015 50000 0.09 53855 0.09

Increase 15-05-2015 50000 0.09 103855 0.18

Increase 10-07-2015 11109 0.02 114964 0.20

Increase 27-11-2015 2012 0.00 116976 0.21

Increase 04-12-2015 1806 0.00 118782 0.21

Increase 11-12-2015 3500 0.01 122282 0.21

Increase 18-12-2015 2595 0.00 124877 0.22

Increase 25-12-2015 1012 0.00 125889 0.22

Increase 31-12-2015 1500 0.00 127389 0.22

Increase 08-01-2016 1500 0.00 128889 0.23


10 PRIORITY DISTRIBUTORS LIMITED


01-04-2015 0 0.00 0 0.00

Increase 19-06-2015 10000 0.02 10000 0.02

Increase 26-06-2015 21108 0.04 31108 0.05

Increase 17-07-2015 91460 0.16 122568 0.22

Increase 24-07-2015 7853 0.01 130421 0.23

Increase 31-07-2015 5641 0.01 136062 0.24

Increase 07-08-2015 3100 0.01 139162 0.24

Increase 14-08-2015 154 0.00 139316 0.24

Increase 21-08-2015 4242 0.01 143558 0.25

Increase 28-08-2015 17 0.00 143575 0.25

Increase 16-10-2015 2475 0.00 146050 0.26

Increase 23-10-2015 591 0.00 146641 0.26

Increase 30-10-2015 450 0.00 147091 0.26

Increase 06-11-2015 65 0.00 147156 0.26



(v) Shareholding Pattern of Directors and Key Managerial Personnel

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 1201770100557928 MAHENDRA SINGHI At the begining of the year 01/04/2015 5000 0.01 5000 0.01


2 1202650000011065 VED PRAKASH SOOD At the begining of the year 01/04/2015 5000 0.01 5000 0.01


3 IN30154914384552 DHARMENDAR NATH DAVAR

At the begining of the year 01/04/2015 1500 0.00 1500 0.00


V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment

(In ` Crore)

Secured Loans

excluding deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1319.12 Nil Nil 1319.12

ii) Interest due but not paid NIL Nil Nil NIL

iii) Interest accrued but not due 8.49 Nil Nil 8.49

Total (i+ii+iii) 1327.61 Nil Nil 1327.61

Change in Indebtedness during the financial year

– Addition 116.49 Nil Nil 116.49

– Reduction 2.75 Nil Nil 2.75

Net Change 119.24 Nil Nil 119.24

Indebtedness at the end of the financial year

i) Principal Amount 1202.63 Nil Nil 1202.63

ii) Interest due but not paid Nil Nil Nil NIL

iii) Interest accrued but not due 5.74 Nil Nil 5.74

Total (i+ii+iii) 1208.37 Nil Nil 1208.37


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

AmountShri Puneet Yadu

Dalmia (MD)

Shri Amandeep

WTD & CEO (Cement)

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of

the Income-Tax Act, 1961

2.60 1.76 4.36

(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961 0 0 0

(c) Profits in lieu of salary under section 17(3) Income Tax

Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit 7.30 0 7.30

- others, specify…

5. Others, please specify

Total (A) 9.90 1.76 11.66

Ceiling as per the Act (10% of the net profits) 25.36

B. Remuneration to other directors:

(In ` Crore)

Sl.

no

Particulars of Remuneration Name of Directors Total

AmountShri P. K.

Khaitan

Shri D. N.

Davar

Shri V. P.

Sood

Smt. Sudha

Pillai

1. Independent Directors

Fee for attending board / committee meetings 0.03 0.08 0.08 0.03 0.22

Commission 0.18 0.14 0.09 0.09 0.50

Others, please specify

Total (1) 0.21 0.22 0.17 0.12 0.72

Shri Gaurav

Dalmia

Shri Gautam

Dalmia

Shri Jayesh

Doshi

2. Other Non-Executive Directors

Fee for attending board / committee meetings 0.02 0.04 0.02 0.08

Commission 0.09 – – 0.09

Others, please specify

Total (2) 0.11 0.04 0.02 0.17

Total (B)=(1+2) 0.32 0.26 0.19 0.12 0.89

Total Managerial Remuneration (A + B) (Excluding

Sitting fees)

12.25

Overall Ceiling as per the Act (11% of the Net profits) 27.90


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

0.22 0.96 1.18

(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961 0 0 0

(c) Profits in lieu of salary under section 17(3) Income-Tax

Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify…

5. Others, please specify

Total 0.22 0.96 1.18

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. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding


Nomination And Remuneration Policy

Annexure - 3

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;

(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. Davar

Chairman, Nomination and Remuneration Committee


CSR Activities 2015-16 Annexure - 4

1. A brief outline of the Company’s CSR Policy including overview of the projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and Projects or Programs:OCL India Limited (“OCL/the “Company”), as a socially responsible business enterprise, has always contributed towards development

of its stakeholders more particularly to those residing in the peripheries of its operational areas and also has given utmost importance

to the protection of environment. Since inception OCL has undertaken the obligation and accountability to all its stakeholders in all its

operations and activities with the aim of achieving sustainable development not only in the economic dimension but also in the social and

environmental dimension. This has been possible through implementation of its sound and ethical policies on corporate social responsibility.

The Corporate Social Responsibility Policy of the Company is available at http://www.oclindialtd.in/postal_doc/csrpolicy2408.pdf.

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 well being of community around our operation.”

As per the Policy, the Corporate Social Responsibility (“CSR”) activities are implemented with clearly defined objectives, allocation of resources

and timeline as far as possible. Utmost care is taken to ensure active involvement of community/beneficiaries in planning, implementation

and monitoring while implementing projects.

The CSR is incorporated as an intrinsic part of the business strategy. The initiatives taken by the Company through its various CSR programmes/

activities effectively contribute to develop a sustainable and resilient community.

The Company has senior level professionally qualified persons to drive its CSR initiatives effectively. The Company has taken several initiatives

towards the guiding principle of ‘sustained business excellence and inclusive growth of all stakeholders.

The geographic footprint covers Rajgangpur Plant and Lanjiberna Mines of Sundargarh district and Kapilas Cement works of Cuttack district in

Odisha, and Bengal Cement works in Medinipur district of West Bengal. In order to actively contribute to the social and economic development

of the communities grappling with quality of life challenges, activities such as education, health and sanitation, skill development, soil and

water, energy conservation, rural infrastructure, environmental conservation, etc. are being implemented.

In Education, our endeavour is to spark the desire for learning and knowledge at every stage through different educational initiatives.

Realising the importance and relevance of education for the children living in our operational villages, initiatives like running Ekala

Vidyalaya in villages, running remedial coaching centres across all locations to provide quality education to primary and high school

students, scholarship to poor meritorious students for higher study, creating conducive educational environment in the area by providing

infrastructural support to schools, skilling teachers through teachers training, nourishing genius of the students by providing them suitable

platform to demonstrate their curricular talents, etc. have been taken up.

Health and Sanitation is an inextricable part of existence. To foster better health and sanitation to community initiatives like running

primary health care centers, mother and child care project, eye care facility through OCL-LVPEI eye hospital, preventive health through

awareness program, life skill education for adolescent girls, health care facility at doorsteps through mobile medical units, weekly medical

camps in villages, etc. are being taken up across all locations.

In Skill Development, our programs aim at providing livelihood support in a locally appropriate and environmentally sustainable manner

through formation and strengthening of self help groups for women empowerment, capacity building of self help group members through

training and exposure, introducing income generation programs like phenyl making, tailoring centers, beauty culture, mushroom cultivation

ANNUAL REPORT ON


and few others, providing vocational training to rural youth through Dalmia Institute of Industrial Training, career counseling to students and

unemployed youth at their door step, etc.

In Rural Infrastructure Development, we endeavor to set up essential services like safe drinking water, community centre in the villages,

renovation of Rajgangpur local market, etc.

In Sports, we have been facilitating cricket, football and hockey among the tribal youths and have set up Hockey Coaching centers in

Lanjibena.

To spearhead Environmental Conservation awareness at all levels of the community, we promote the wise use of natural resources, we

endeavor to renovate and excavate water harvesting bodies in the villages, plantation of saplings in village land, promotion of fuel efficient

chulha and solar light, promote natural farming concepts and Kitchen garden, etc. in most of our operational villages

Though the team has achieved a lot within very wee hours of its work and brought smile in the faces of thousands of underserved people of

the region but we take this as a tip of the ice berg and continue our journey to achieve many more in the days to come.

2. The composition of the CSR Committee:The composition of the CSR committee as on date of the Directors’ Report is as follows:

Name Category

Shri V. P. Sood

(Chairman Of the Committee)

Independent Director &

Chairman

Shri Mahendra Singhi Chief Executive Officer and

Whole Time Director

Shri Amandeep Whole Time Director and Chief

Executive Officer (Cement

Division)

3. Average Net Profit of the Company for last three financial years: `173.52 Crore

4. Prescribed CSR expenditure (two percent of the amount as in item 3 above):`3.47 Crore

5. Details of CSR spent during the financial year:a) Total amount to be spent for the Financial Year - `3.47 Crore

b) Amount Unspent, if any - Not Applicable

c) Manner in which the amount is spent during the Financial Year is detailed below: Please see Statement Attached.


CSR Expense Report Sl.

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 programsSubheads:(1) Direct

expenditure on projects or

programs.(2) Overheads

Cumulative expenditure

upto the reporting

period

Amount spent: Direct or through implementing agency

1 Running of Dispensery, Organising Health Camps, Maternal & Child Health Care Project,Mobile Medical Services, Feeding to Community, Swachha Bharat Abhiyaan, Construction of Toilet Blocks, ensuring safe Drinking water, Celebration of World Tobaco Days, etc.

Schedule VII / item No IEradicating extreme hunger and poverty and malnutrition, promoting health care including preventive health care and sanitation and making available drinking water

1. The project was implemented in local area

2. Area of programme: Sundargarh and Cuttack District in Odisha as well as Midnapore district of West Bengal

1.1 (1) 1.12 1.12 Direct OCL - 0.46 Implementing Agency, i.e., Dalmia Bharat Foundation - 0.66

2 Running of Remedial Education Centers, Bridge course centers,Scholarship programmes for meritorious students for Higher Education, Providing Bench & Desks to schools, Organising Debate, Song, Drawing competitions, Celebration of Teachers, Children days, Career counselling, Vocational Training, Livelihood & Skill Development, Nursing Training & ITI training.

Schedule VII / item No IIPromotion of education including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled & livelihood enhancement project



0.90 (1) 0.99 0.99 Direct OCL - 0.37 Implementing Agency, i.e., Dalmia Bharat Foundation - 0.62

3 Formation and Capacity Building of Women SHGs through Exposure and training, Linking with Banks, Income generating activities promoted like Phynyle making, Stitching Centers, Artificial Jewellary making, Beauty culture etc, Celebration of Womens Day.

Schedule VII/Item No III Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups



0.25 (1) 0.05 0.05 Through Implementing Agency, i.e., Dalmia Bharat Foundation.

(` in Crore)


Sl. 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 programsSubheads:(1) Direct

expenditure on projects or

programs.(2) Overheads

Cumulative expenditure

upto the reporting

period

Amount spent: Direct or through implementing agency

4 Promotion of Farm Pond, Roof water harvesting, Vermicompost for Organic Farming, Kitchen Garden,Plantation Drive & Awareness programs on World Environment Day, Promotion of Fuel efficient Chullahs & Solar Lantreen

Schedule VII/Item No IV 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

1. The project was implemented in local area as well as outside.

2. Area of programme: Sundargarh and Cuttack District in Odisha as well as Midnapore district of West Bengal and Chirawa District of Rajasthan

1 (1) 1.10 (2) 0.01

1.11 Direct OCL - 0.09 Implementing Agency, i.e., Dalmia Bharat Foundation - 1.02.

5 Setting up Hockey coaching center, Organising Cricket, Football, Hocky tournaments

Schedule VII/Item No VII Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports

1. The project was implemented in local area as well as outside


0.05 (1) 0.05 (2) 0.01

0.06 Through Implementing Agency, i.e., Dalmia Bharat Foundation.

6 Construction of market shed, Community Centre, dressing room at Community Health Centre, Water Tank , Electrification and additional class rooms in schools

Schedule VII/Item No XRural Development Projects



0.55 (1) 0.64 0.64 Direct OCL - 0.19 Implementing Agency, i.e., Dalmia Bharat Foundation - 0.45 .

Total 3.85 3.97

(` in Crore)

6. In case 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.

7. 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 Committee Person specified under clause (d) of Sub-section (1) of Section 380 of the Act


Form No. AOC-2Annexure - 5

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)

of section 188 of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

None

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship Dalmia Bharat Limited

Ultimate Holding Company

(b) Nature of contracts/ arrangements/ transactions Availing Services

(c) Duration of the contracts / arrangements/ transactions Transactions entered into during the Financial Year 2015-

16 in terms of agreement valid upto March 31, 2018.

(d) Salient terms of the contracts or arrangements or transactions

including the value, if any:

`67.59 Crore (Gross) service charges paid for availing

services during Financial Year 2015-16.

(e) Date(s) of approval by the Board, if any: Board approved the Agreement on March 31, 2015 and

noted the transaction on February 02, 2016.

(f ) Amount paid as advances, if any: NIL

(Puneet Yadu Dalmia) (Mahendra Singhi)

Managing Director CEO and Whole Time Director


Remuneration of Directors/KMPs & Employees

Annexure - 6

Details 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 2015-

16 and % increase in the remuneration of each Director:

(In ` Crore)

Name of Directors Remuneration

during FY

2015-16

Remuneration

during FY

2014-15

% increase in

remuneration

during 2015-16

Ratio of the remuneration of

each Director to the median

remuneration of the employees

Shri P. K. Khaitan, Chairman 0.21 0.15 40% 4.2

Shri Gaurav Dalmia, Managing Director

(During 2014-15 till March 31, 2015)

0.11 3.27 - 97% 2.2

Shri Gautam Dalmia, (Appointed w.e.f. April

01, 2015)

0.04 0 100% 0.8

Shri Puneet Yadu Dalmia, Managing

Director, (Appointed w.e.f. April 01, 2015)

9.90 0.09 10900% 198.0

Shri D. N. Davar 0.22 0.18 22% 4.4

Shri V. P. Sood 0.17 0.12 42% 3.4

Smt. Sudha Pillai, (Appointed w.e.f. March

31, 2015)

0.12 0 100% 2.4

Shri Jayesh Doshi, (Appointed w.e.f. April

01, 2015)

0.02 0 100% 0.4

Shri Mahendra Singhi, CEO & Whole Time

Director (Appointed w.e.f. April 01, 2015

without remuneration)

0 0 0 0

Shri Amandeep, Whole Time Director &

CEO (Cement Division) (Appointed w.e.f.

April 01, 2015)

1.86 0 100% 37.2

(ii) The percentage increase in remuneration of Chief Executive

Officer, Chief Financial Officer and Company Secretary in the

Financial Year 2015-16:

Shri Mahendra Singhi, the Group Chief Executive Officer and

the Whole Time Director of Dalmia Cement (Bharat) Limited

(holding company of OCL India Limited) was appointed Chief

Executive Officer and Whole Time Director of the Company with

effect from April 01, 2015 without any remuneration.

Due to the resignation of previous Chief Financial Officer,

Senior Executive Director (Financial Controls & Taxation)

was designated as the Senior Executive Director (Finance) &

Chief Financial Officer during the Financial Year 2015-16. The

increase in his remuneration as compared to his previous year’s

remuneration (as Senior Executive Director (Financial Controls &

Taxation) was 12%.

The percentage increase in remuneration of Company Secretary

during the Financial Year 2015-16 was 16%

(iii) The median remuneration of employees during the Financial

Year 2015-16 was `0.05 Crore and the percentage increase in

the same during the Financial Year 2015-16 was 10%.


(iv) The number of permanent employees on the rolls of Company

as on March 31, 2016 were 1501.

(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 the Financial Year 2015-16, average increase in the

remuneration of Cement Division’s employees was 12.86% and

of Refractory Division’s employees was 10.09% due to the better

performance of the Cement Division.

(vi) Comparison of the remuneration of the Key Managerial

Personnel against the performance of the company:

The average increase in the salaries of Key Managerial Personnel

including the Managing Director (other than profit based

commission), Chief Financial Officer and Company Secretary

was 27% during the Financial Year 2015-16 while the Profit

before tax increased about 80%. The Managing Director also

received Commission upto 5% of profits.

(vii) Variations in Market Capitalisation and Price Earnings Ratio

March 31, 2016 March 31, 2015

Market capitalisation `2778.44 Crore `2582.99 Crore

Price earning ratio 11.76 22.72

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:

The Company had come out with the rights issue of equity

shares during 2006 at the rate of ̀ 120/- per share (i.e., Face Value

of `2/- and Premium `118/-). The market quotation of equity

shares of the Company as on March 31, 2016 was `488.30. There

was accordingly 306% increase in the market quotations.

(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) = 13.47%

Average Increase Percentage (Dy. Manager & Below) = 11.33%

There were some market corrections done for employees

(Total 161 number). Hence the difference.

(ix) Comparison of the each remuneration of the Key Managerial

Personnel against the performance of the company:

The fixed remuneration of the Managing Director (old vs. new)

has increased by approximately 54%, the remuneration of

Chief Financial Officer by 12% and the Company Secretary by

16% while the Profit before Tax has increased by about 80%.

(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

Nomination and Remuneration Committee and 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, paid by way

of monthly salary/commission, 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 within the limits

prescribed in the Companies Act, 2013, depending upon

profits of the Company, experience of Director, his role and

performance, 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.


Annexure - 8

Form No. MR-3SECRETARIAL AUDIT REPORT

For the Financial Year ended on March 31, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

OCL India Limited

AT/PO-Rajagangapur

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, 2016 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, 2016

according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there

under;

(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 thereunder 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, 2015;

(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.

(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, 1980

(xvi) The Mines Act, 1952

(xvii) The Electricity Act, 2003

(xviii) The Fatal Accident Act, 1855

(xix) The Hazardous Wastes (Management and Handling) Rules,

1989

(xx) The Apprentice Act, 1961

(xxi) The Payment of Wages Act, 1936

(xxii) The Workmen Compensation Act, 1923

I have also examined the compliances with the applicable clauses

of the following:-

(i) The Secretarial Standards issued by The Institute of Company

Secretaries of India.

(ii) In pursuance of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Listing Agreement

entered by the Company with BSE Limited having office at

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 and

National Stock Exchange of India Limited having office at

Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai-

400051.

During the period under review the Company has complied with

the provisions of the Act, Rules, Regulations, Guidelines, Standards,

etc. mentioned above 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 &

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 (except where consent for shorter notice is

obtained from all the members of the Board present at the meeting),

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 the following specific events have taken place

during the audit period:

1) The Company has passed the following resolutions (apart from

other Resolutions) in the Board Meeting held on 28th March, 2016

a) Approving the Scheme of Arrangement and Amalgamation

amongst OCL India Limited, Dalmia Cement East Limited, Shri

Rangam Securities & Holdings Limited, Dalmia Bharat Cements

Holding Limited & Odisha Cement Limited and their respective

shareholders and creditors pursuant to the provisions of Sections

391 to 394 of the Companies Act, 1956 and/ or applicable provisions

of the Companies Act, 2013;

b) Change of Registered office of the company from the State of

Odisha to the State of Tamil Nadu.

Vikas Gera & Associates

Practicing Company Secretary

Place: New Delhi F.C.S No.: 5248

Date: 17th May, 2016 C.P. No.: 4500

Note: This report is to be read with our letter of even date which is

annexed as Annexure A and forms an integral part of this report.


Annexure - A

To,

The Members,

OCL India Limited

AT/PO-Rajagangapur

Sundargarh, Odisha - 770017

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on

these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness

of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial

records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. The Compliances done by the company of the applicable Financial Laws like Direct and Indirect Tax Laws have not been reviewed by us

as the same have been subject to review by the Statutory Financial Auditor and any other designated professional.

5. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and

happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management.

Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which

the management has conducted the affairs of the company.

Vikas Gera & Associates

Practicing Company Secretary

Place: New Delhi F.C.S No.: 5248

Date: 17th May, 2016 C.P. No.: 4500


Annexure - 9

Conservation of Energy

Statement Containing Particulars Pursuant to Rule 8(3) of The Companies (Accounts) Rules, 2014.

A. Conservation of Energy

i) The steps taken and impact on conservation of energy

Steps taken

1. At Cement Plant, Rajgangpur, Odisha

a. Hot air gas duct from L-2 to L-1 to utilise waste heat of L-2

cooler in cement grinding.

b. Increase in Cement Mill output by 1% to 5% and increase in

slag % by 6%.

c. Increasing TPD in Kiln by water spray and other initiatives

whereby it increased by ~3% in Kiln-1 and in Kiln-2 by ~9%

in comparison to FY’15.

d. Arresting false Air in Kiln-1 whereby it got dropped from 12%

to 7% and in Kiln-2 from 6.5% to 4.8%

e. CVRM-3 Bag filter fan motor GRR modification done for

Damper less operation.

f. CVRM-2 Bag filter fan motor GRR modification done in Mar’15

for Damper less operation, benefit of which came in FY’16.

g. High efficiency impeller installation at L-2 Preheater, capacity

increase of 100 TPD.

h. Compressed air optimisation by replacing the old

reciprocating compressors with screw compressors in L-2.

i. Provided logic and automatic pneumatic gate at reject chute

of rawmill in L-1 and L-2 to reduce false air.

2. At Kapilas Cement Works, Odisha

a. Increase in Cement Mill output by 3%

b. Installation of VFD for L21BC1 ( Reclaimer belt )

c. Installation of capacitors in different sections to improve

power factor near to unity

d. Installation of coil type GRR for ID fan motor to be used for

controlling of ID fan speed 1% in each step for better speed

regulation.

3. At Bengal Cement Works, West Bengal

a. Optimisation of dam ring height of cement Mill 194 mm to

122 mm

b. Reduction false air ingress in system from 28 to 18%

c. Sun drying of slag to have desired mill feed moisture

d. Mill audit carried out by FLS and implemented their

suggestion

e. Running of HAG without Oil support

f. Maintaining power factor above 0.99

g. Usage of 90kw compressor in packing plant against 160 kw

h. Increase in output by 3%.

4. Captive Power Plant, Rajgangpur, Odisha

a. Reduction in Auxiliary Power by 2 %

1. By Installation of 4 nos VFD in MV drives in BFPs

2. 12 nos. VFD in LT drives

3. Auto Operation & logics implementation in CPP

Operation

4. Installation of 70 energy meters in individual critical

equipment for self monitoring

b. Reduction in Auxiliary Power by 1.5 % (APH and Process

Optimisation)

1. Boiler -1 & 2 APH Tube & Casing leakages identification

and replacement

2. % O2 optimisation and PA & SA balancing

3. Regular Air ingressment study and attending leakages

4. Regular monitoring & control of compressed air leakages

and optimisation of Compressed air pressure

5. Auxiliary Cooling water pump : Discharge pressure

optimisation

6. AC operating temp optimisation

7. AC and P & V operation optimisation

8. ACC Fan operation and Blade angle optimisation

9. CHP and WTP operating hrs optimisation

TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO


5. Refractory Plant, Rajgangpur, Odisha

a. Installed four nos. AC drive in ID fan of SP-3 chamber kiln 5 &

6 for energy efficient operation.

b. Modified electrical & hydraulic circuit of 16EP & 20 DP horn

press of Basic plant & stopped operation of Axial pump

motor.

c. Installed AC drive in Gas producer blower fan for energy

efficient operation.

d. 1st phase automation of firing Silica bricks in Chamber Kiln-5

& 6 by installing online temp recording system on trial basis.

It gave us fuel cost reduction & temp uniformity in Chamber

Kilns.

e. After removal of silica partition wall at Chamber Kilns the

unused space of 300 mm could be utilised by shifting gas

holes position of A’ bench. As a result pay load could be

increased by 3.8% from the existing norm enhancing kiln

capacity & fuel reduction. Presently it has been done in one

kiln on trial basis.

f. Arrangement of extra 4 oil burners in BT Kiln-3 to render high

temp firing schedule w/o running extra Tunnel Kiln.

g. On trial basis started using pet cokes for silica bricks firing in

one Chamber Kiln to reduce fuel cost per MT of Product by

50%.

Impact on conservation of energy

1. Cement: Reduction in power consumption per tonne of cement

from 68 kWh/T to 62.5 kWh/T.

2. Captive power Plant: Reduction in auxiliary consumption by

2.7%. From 15.3% average in FY’15 we have achieved 12.6% in

FY’16 and in last quarter it was 10%.

3. Refractory: Reduction in fuel consumption and also cost for

silica and Basic bricks and reduction in power consumption in

Silica Plant, GPP and press operation.

Environmental improvementSteps taken:

1. Cement Plant, Rajgangpur, Odisha

a. Water sprays and dry fog systems at wagon tippler.

b. Re engineering/modification of clinker loading system to

control fugitive dust emission.

c. Rain gun installed at Limestone stock pile and Coal stock file.

d. Additional bag filters installed at Clinker transport Circuit in

Line-1 to CVRM

e. Deployment of manual road sweeping for small areas,

footpath, and hard to access area for Road sweeping

machines.

f. Vertical shedding of clinker transfer points from Line 2 to Line

1 to control fugitive dust from winds.

2. Kapilas Cement Works, Odisha

a. Installed one STP in our colony premises. The domestic

effluent is treated in STP and then the treated water is being

used for Plantation & Horticulture

b. Installation of Mobile Mist Beam for reduction of fugitive

dust emission during unloading of raw material.

c. Procured Mechanical Sweeping machine to avoid manual

sweeping

3. Bengal Cement Works, West Bengal

a. Dust suppression system at stacker.

b. Utilisation of Road sweeping Machine

c. Sheeting done in Hopper building and plantation done

in nearby area to arrest dust emission and spreading to

neighboring villages

4. Refractory Plant, Rajgangpur, Odisha

a. Installation of ETP for treatment of phenol water generated

from coal gasification.

5. Plantation of more than 44,000 plants in and around the

manufacturing units and mines.

(ii) The Steps taken by the Company for utilising alternate sources

of energy

1. Cement

a. 100% Pet coke in kiln from December 2015.

b. 100% Pet coke in CPP from July 2015.

c. 5 MW Solar power installed at Bengal Cement Works in

March 2016.

2. Refractory

a. After successful trial in Silica Plant we have planned to use

100% pet coke replacing coal in all Gas Producers for firing

all types of products (< 1500 degC)


(iii) The capital investment on energy conservation equipment

1. Cement

Sl. Capex In ` Cr.

1 5 MW Solar power plant installed at Bengal Cement Works in March 2016 25

2 Hot Air Gas Duct from Line 2 to Line-1 9.5

3 HT(11 KV) Variable Frequency Drive for Boiler Feed Pumps of CPP 4.5

4 Energy savings Capex at Rajgangpur plant, Odisha

- Energy Management System in Line-1 0.64

- To replace existing reciprocating compressor with screw compressor + Dryer for Mechanical Dept Line-2 0.53

- Shaft with Impeller for Preheater Fan-L2 0.66

- Lechler varicool for gas cooling in L-1 +TM system 0.38

- Energy Conservation Equipments in CPP 0.22

5 1500 KVAR 11KV HT capacitor Bank with reactor at Bengal Cement Works 0.11

6 VVFD for reclaimer belt conveyor at KCW 0.05

Total 41.59

2. Refractory

Sl. Capex In ` Cr.

1. Energy Management system 0.6

2. VFD drives 3 nos 0.12

3. Lighting energy save panel 0.15

4. Energy efficient motors 0.15

5. 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 0.08

7. Kiln inlet analyser 0.4

8 VFD Panel 22KW (Chamber Kiln) 0.05

9 VFD Panel in GPP ( 37KW) 0.02

10 Infra Red Pyrometre in Kilns 0.36

Total 2.18

B. Technology Absorbtion

Refractory

(i) The efforts made towards technology absorption

1. Development of Basic castable for ladle back-up lining.

2. Development of lance Pipe with Purging Plug tip for ladle

furnace treatment.

3. Development of High Life Alumina Zirconia-Carbon plate.

4. Development of high alumina bricks for coke calcination of

rotary kiln

5. Development of longer life castable for outlet of Cement

rotary Kiln.

6. Development of high performance Zirconia nozzle for

tundish casting application.

7. Development of Bell shape ladle shroud for Submerged

opening

(ii) Benefits derived like product improvement, cost reduction,

product development or import substitution

1. New Entry into total tundish management market in

Integrated Steel Plant.

2. Retention of market share and enhancement of share in

Ladle management in Steel Plants.

3. Enhancement of market share into slide gate management

of Integrated Steel Plant

(iii) Imported technology during the last 3 years

reckoned from the beginning of the financial year: N.A.

(iv) Expenditure incurred on Research

and Development: `251 Lakhs

C. Foreign Exchange Earnings and Outgo

Foreign exchange earned in terms

of actual inflows during the year: `25.08 Crore

Foreign Exchange outgo in terms

of actual outflows during the year: `239.73 Crore


Corporate Governance ReportCompany’s Philosophy on Corporate GovernanceThe 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 maximising the shareholders’ value. The philosophy

of the Company is in consonance with the accepted principles of

good governance.

In India, corporate governance standards for listed companies were

initially prescribed by Securities and Exchange Board of India (“SEBI”)

in Clause 49 of the Listing Agreement with the Stock Exchanges.

Effective December 01, 2015, SEBI has introduced SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015

(hereinafter referred to as SEBI (LODR) Regulations, 2015) which

lists out the requirements relating to corporate governance vide

Schedule V thereof.

This chapter along with the chapter on Management Discussion

and Analysis reports on the Company’s compliance with SEBI

(LODR) Regulations, 2015.

Board of Directors Composition of the BoardAs on March 31, 2016 the Company’s Board comprised of ten

members — three Executive Directors, seven Non-executive

Directors of which four are Independent Directors. Mr. P.K. Khaitan,

a Non-executive Independent Director is the Chairman of the

Company. Ms. Sudha Pillai is the Woman Director. The composition

of the Board is in conformity with Regulation 17 of SEBI (LODR)

Regulations, 2015, which stipulates that if the Chairman is Non-

executive and is not related to the promoters or persons occupying

management positions at the Board level or at one level below the

Board, one-third of the Board should be independent, or else, fifty

per cent of the Board should comprise independent Directors. Each

of the Independent Directors has given a declaration that he meets

the criteria of independence as provided in Section 149(6) of the

Companies Act, 2013.

Board MeetingsThe Board of Directors had met five times during the Financial Year

2015-16, i.e., on May 11, 2015, July 27, 2015, November 04, 2015,

February 02, 2016 and March 28, 2016. The maximum gap between

any two meetings was less than 4 months.

Directors’ Attendance Record and Directorships Held As mandated by Regulation 26 of the SEBI (LODR) Regulations, 2015,

none of the Directors are members of more than ten Board level

Committees nor are they Chairman of more than five Committees

in which they are members. The below table gives the details of

the composition of the Board, attendance and details of Committee

Memberships and Committee Chairmanships.

Name of the Directors Category Attendance Particulars

No. of other Directorships and Committee Memberships/Chairmanships

No. of Board Meetings Attended

AGM Other Directorships

Committee Memberships

Committee Chairmanships

Shri Pradip Kumar Khaitan, Chairman

Independent Non-Executive 5 No 9 4 0

Shri Gaurav Dalmia, Non-Executive Vice Chairman

Non-Independent Non-Executive 4 No 5 2 1

Shri Gautam Dalmia, Non-Executive Vice Chairman

Promoter Non - Independent Non-Executive

4 No 4 2 0

Shri Puneet Yadu Dalmia, Managing Director

Promoter Non - Independent Executive

4 No 5 0 0

Shri D. N. Davar Independent Non-Executive 5 No 8 4 4

Shri. V. P. Sood Independent Non-Executive 5 Yes 0 0 0

Smt. Sudha Pillai Independent Non-Executive 5 No 6 3 0

Shri Jayesh Doshi Non-Independent Non-Executive 4 No 5 0 0

Shri Mahendra Singhi CEO & Whole Time Director

Non-Independent Executive 5 No 1 0 0

Shri Amandeep Whole Time Director & CEO (Cement Division)

Non - Independent Executive 5 Yes 3 0 0


Notes:

a. Other Directorships include only the Directorships in public

limited companies.

b. As required under Regulation 26 of the SEBI (LODR), Regulations,

2015, the disclosure includes membership/chairmanship of

audit committee and stakeholders’ relationship committee of

Indian public companies (listed and unlisted), other than such

committees of the Company.

c. The Independent Directors had held a separate meeting on

February 02, 2016 in terms of Regulations 25 of the SEBI (LODR)

Regulations, 2015 which was attended by all the Independent

Directors of the Company.

d. The Company is regularly imparting familiarisation programmes

to its Independent Directors. The details of such familiarisation

programmes are disclosed at http://www.oclindialtd.in/postal_

doc/Policy(12.2)_Familiarisation-Programme-of-ID-2015-16.pdf

f. Shri Mahendra Singhi, Shri V.P Sood and Shri D.N. Davar holds

5000, 5000 and 1500 shares respectively, of the Company.

Remuneration of Directors The Non-Executive Directors are entitled to sitting fees for attending

the Board of Directors meetings and the Committee meetings,

profit related commission and reimbursement of expenses incurred

for undertaking their duties as Directors of the Company.

The Sitting Fees within the limits prescribed under the Companies

Act, 2013 is approved by the Board of Directors. The same is decided

keeping in view the practice within the Group and market practice

and is same for all the Directors.

The Commission within the limits prescribed under the Companies

Act, 2013 is approved by the Shareholders. The Shareholders had, at

the Annual General Meeting of the Company held on September

14, 2013, approved payment of commission to Non Whole Time

Directors not exceeding 1% of net profits of the Company computed

in the manner provided under Section 198(1) of the Companies

Act, 2013. The value of commission to the Non-Executive Directors

vary within the overall limit of 1% of net profits keeping in view

of the responsibility taken by each Director and the number of

Chairmanship/membership of various Board Committees of the

Company held by them respectively and same is decided by the

Board of Directors.

The details of sitting fees and commission paid to the Non-Executive Directors during the Financial Year 2015-16 are as under:

(Amount in ` Crore)

Sr. No. Name of Director Sitting Fees Commission Total

1. Shri Pradip Kumar Khaitan 0.03 0.18 0.21

2. Shri Gaurav Dalmia 0.02 0.09 0.11

3. Shri Gautam Dalmia 0.04 0 0.04

4. Shri D. N. Davar 0.08 0.14 0.22

5. Shri V. P. Sood 0.08 0.09 0.17

6. Smt. Sudha Pillai 0.03 0.09 0.12

7. Shri Jayesh Doshi 0.02 0 0.02

During the year, the Company had paid `36.42 Lacs as professional fees to M/s Khaitan & Co., LLP, a firm in which Shri Pradip Kumar Khaitan,

Chairman of the Company, is a partner.

There was no other pecuniary relationship/transaction of the Non-Executive Directors vis a vis the Company.

The Executive Directors of the Company, i.e., Shri Puneet Yadu Dalmia, Managing Director and Shri Amandeep, Whole Time Director and

Chief Executive Officer (Cement Division) are remunerated by way of Salary and Perquisites, as detailed below. Shri Mahendra Singhi, Chief

Executive Officer and Whole Time Director of the Company does not receive any remuneration from the Company, being Chief Executive

Officer and Whole Time Director of Dalmia Cement (Bharat) Limited (the Holding Company) and receiving remuneration from there.

(Amount in ` Crore)

Shri Puneet Yadu Dalmia Shri Amandeep

Tenure April 1, 2015 to March 31, 2020 April 1, 2015 to March 31, 2020

Salary and Allowances 2.60 1.76

Value of Perquisites 0 0

Contribution to PF and other funds 0.30 0.08

Commission 7.30 0


The appointment may be terminated by either party by giving six

months’ notice. If the appointment is terminated by the Company,

no severance fee is payable.

Code of Conduct The Company’s Board has laid down a code of conduct for all Board

members and designated senior management of the Company.

The code of conduct is available on the website of the Company

www.oclindialtd.in. All Board members and senior management

personnel have affirmed compliance with the code of conduct. A

declaration signed by the Chief Executive Officer to this effect is

attached to this report.

Committees of the BoardThe Company has five Board-level Committees namely, Audit

Committee, Nomination and Remuneration Committee,

Stakeholders Relationship Committee, Corporate Social

Responsibility Committee and Risk Management Committee.

All decisions pertaining to the constitution of Committees, terms

of reference, etc. are taken by the Board of Directors. Details on the

role and composition of these Committees, including the number

of meetings held during the Financial Year 2015-16 and the related

attendance, are provided below:

Audit Committee

As on March 31, 2016, the Audit Committee comprised of three

members namely, Shri D. N. Davar and Shri V. P. Sood, Independent

Directors and Shri Mahendra Singhi, Chief Executive Officer and

Whole Time Director. Shri D. N. Davar is the Chairman of the Audit

Committee. The Audit Committee met five times during the

Financial Year on May 11, 2015, July 27, 2015, November 04, 2015,

February 02, 2016 and March 28, 2016. The particulars of attendance

of the members at the Audit Committee Meetings are as under:

Name of members Category Status No. of meeting held No. of meetings attended

Shri D. N. Davar Independent Chairman 5 5

Shri V. P. Sood Independent Member 5 5

Shri Mahendra Singhi Executive Member 5 5

The Board has accepted all recommendations made by the Audit

Committee.

The representative(s) of the Statutory Auditors, Chief Financial

Officer, the head of internal audit are regular invitees to the Audit

Committee meetings. Ms. Rachna Goria, General Manager (Legal) &

Company Secretary, is the Secretary to the Committee and attends

all the Committee meetings.

All members of the Audit Committee have requisite accounting

and financial management expertise. The Chairman of the Audit

Committee could not attend the Annual General Meeting of the

Company held on September 18, 2015 due to health reasons.

However, he authorised and Shri V. P. Sood attended the Annual

General Meeting on his behalf.

The functions of the Audit Committee of the Company include the

following:

The recommendation for appointment, remuneration and terms

of appointment of Auditors of the Company;

Oversee the Company’s financial reporting process and the

disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of

appointment of auditors of the Company;

Approval of payment to statutory auditors for any other services

rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements

and auditor's report thereon before submission to the board for

approval, with particular reference to:

Matters required to be included in the Director’s Responsibility

Statement to be included in the Board’s report in terms of clause (c)

of sub-section 3 of section 134 of the Companies Act, 2013

Changes, if any, in accounting policies and practices and reasons

for the same

Major accounting entries involving estimates based on the

exercise of judgment by management

Significant adjustments made in the financial statements arising

out of audit findings

Compliance with listing and other legal requirements relating to

financial statements

Disclosure of any related party transactions

Modified opinion(s) in the draft audit report

Reviewing, with the management, the quarterly financial

statements before submission to the board for approval;

Reviewing, with the management, the statement of uses /

application of funds raised through an issue (public issue, rights

issue, preferential issue, etc.), the statement of funds utilised

for purposes other than those stated in the offer document /


prospectus / notice and the report submitted by the monitoring

agency monitoring the utilisation of proceeds of a public or rights

issue, and making appropriate recommendations to the Board to

take up steps in this matter;

Review and monitor the auditor’s independence and performance,

and effectiveness of audit process;

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

systems;

Reviewing, with the management, performance of statutory and

internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including

the structure of the internal audit department, staffing and seniority

of the official heading the department, reporting structure coverage

and frequency of internal audit;

Discussion with internal auditors of any significant findings and

follow up there on;

Reviewing the findings of any internal investigations by the

internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material

nature and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences,

about the nature and scope of audit as well as post-audit discussion

to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment

to the depositors, debenture holders, shareholders (in case of non-

payment of declared dividends) and creditors;

To review the functioning of the Whistle Blower mechanism;

Approval of appointment of CFO (i.e., the whole-time Finance

Director or any other person heading the finance function or

discharging that function) after assessing the qualifications,

experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of

reference of the Audit Committee.

The following information is reviewed by the Audit Committee

Management discussion and analysis of financial condition and

results of operations;

Statement of significant related party transactions (as defined by

the Audit Committee), submitted by management;

Management letters / letters of internal control weaknesses 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.

Nomination and Remuneration Committee

As on March 31, 2016, the Nomination and Remuneration

Committee comprised of three members namely, Shri D. N. Davar

and Shri V. P. Sood, Independent Directors and Shri Gautam Dalmia,

Non-Executive Vice Chairman. Shri D. N. Davar is the Chairman of

the Nomination and Remuneration Committee. The Nomination

and Remuneration Committee met four times during the Financial

Year on July 27, 2015, November 04, 2015, February 02, 2016 and

March 28, 2016. The particulars of attendance of the members at the

Nomination and Remuneration Committees are as under:



Shri V. P. Sood Independent Member 4 4

Shri Gautam Dalmia Promoter Member 4 3

The Chairman of the Nomination and Remuneration Committee

could not attend the Annual General Meeting of the Company held

on September 18, 2015 due to health reasons. However, Shri V. P.

Sood, member of the Committee, authorised by him, attended the

Annual General Meeting.

The Committee is entrusted with the following functions:

(i) Formulate the criteria for determining qualifications, positive

attributes and independence of a director and recommend to the

Board a policy, relating to the remuneration for the directors, key

managerial personnel and other employees. While formulating the

aforesaid policy the Committee shall ensure that—

(a) the level and composition of remuneration is reasonable and

sufficient to attract, retain and motivate directors of the quality

required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets

appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior

management involves a balance between fixed and incentive

pay reflecting short and long-term performance objectives

appropriate to the working of the company and its goals.


(ii) Formulate the criteria for evaluation of performance of

independent directors and the Board of Directors.

(iii) Devise a policy on diversity of Board of Directors.

(iv) Identify persons who are qualified to become directors

and persons who may be appointed in senior management in

accordance with the criteria laid down and recommend to the

Board their appointment and/or removal.

(v) Whether to extend or continue the term of appointment of the

independent director, on the basis of the report of performance

evaluation of Independent Directors.

(vi) Recommend to the Board, remuneration including 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.

(vi) 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.

The Performance evaluation criteria for Independent Directors is

attached at Annexure – 4 of the Directors’ Report.

Stakeholders’ Relationship Committee

As on March 31, 2016, the Stakeholders’ Relationship Committee

comprised of three members namely, Shri V. P. Sood, Independent

Director, Shri Puneet Yadu Dalmia, Managing Director and Shri

Jayesh Doshi, Non-Executive, Non Independent Director. Shri V. P.

Sood is the Chairman of the Stakeholders’ Relationship Committee.

The Stakeholders’ Relationship Committee met once during the

Financial Year on May 11, 2015 and all the members attended the

meeting. Ms. Rachna Goria, General Manager (Legal) & Company

Secretary is the Compliance Officer.

The Chairman of the Stakeholders’ Relationship Committee had

attended the Annual General Meeting of the Company held on

September 18, 2015.

The terms of reference to this Committee is to consider and resolve

the grievances of the security holders including complaints related

to transfer of shares, non-receipt of annual report and non-receipt of

declared dividends, in coordination with the Company’s Registrars

and Share Transfer Agent.

The details of complaints received and attended to during the Financial Year 2015-16 are as under:

Nature of Complaint Pending as on

1st April 2015

Received

during the year

Answered

during the year

Pending as on

31st March 2016

1. Transfer / Transmission / Duplicate Nil 1 1 Nil

2. Non-receipt of Dividend/Interest/Redemption Warrants Nil 0 0 Nil

3. Non-receipt of securities/electronic credits Nil 1 1 Nil

4. Non-receipt of Annual Report Nil 2 2 Nil

5. Others Nil 2 2 Nil

Total Nil 6 6 Nil

Corporate Social Responsibility Committee

As on March 31, 2016, the Corporate Social Responsibility Committee comprised of three members namely, Shri V. P. Sood, Independent

Director, Shri Mahendra Singhi, Chief Executive Officer and Whole Time Director and Shri Amandeep, Whole Time Director and Chief

Executive Officer (Cement Division). Shri V. P. Sood is the Chairman of the Corporate Social Responsibility Committee. The Corporate Social

Responsibility Committee met four times during the Financial Year on May 11, 2015, July 27, 2015, November 04, 2015 and February 02, 2016.

The particulars of attendance of the members at the Corporate Social Responsibility Committee meetings are as under:


Shri V. P. Sood Independent Chairman 4 4

Shri Mahendra Singhi Executive Non Independent Member 4 4

Shri Amandeep Executive Non Independent Member 4 4

Risk Management Committee

As on March 31, 2016, the Risk Management Committee comprised of three members namely, Shri D. N. Davar, Independent Director, Shri

Mahendra Singhi, Chief Executive Officer and Whole Time Director and Shri Amandeep, Whole Time Director and Chief Executive Officer


(Cement Division). Shri D. N. Davar is the Chairman of the Risk Management Committee. The Risk Management Committee met two times

during the Financial Year on May 11, 2015 and February 02, 2016. The particulars of attendance of the members at the Risk Management

Committee meetings are as under:



Shri Mahendra Singhi Executive Non Independent Member 2 2

Shri Amandeep Executive Non Independent Member 2 2

The terms of reference to this Committee is to develop and implement a Risk Management Policy for the Company, including identification

of elements of risks, if any, which may threaten the existence of the Company.

General Body MeetingsThe details of last three Annual General Meetings (AGMs) and special resolutions passed thereat are as under:

AGM Date & Time Location Whether Special Resolutions were Passed

63rd AGM 14th September

2013 at 4.30 P.M.

Company's Rest House at

Rajgangpur- 770 017 (Odisha)

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.

64th AGM 13th September

2014 at 4.30 P.M.



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.

65th AGM 18th September

2015 at 3.30 P.M.



a. Special Resolution was passed u/s 196,197, 203 and schedule

V of the Companies Act, 2013 for appointment of Shri Puneet

Yadu Dalmia as Managing Director; and b. Special Resolution was

passed u/s 152, 196,197 and schedule V of the Companies Act,

2013 for appointment of Shri Amandeep as Whole Time Director

and Chief Executive Officer (Cement Division).

Postal Ballot

During the year ended 31st March 2016, no resolution was passed by the shareholders through postal ballot.

Presently, it is proposed to obtain the Shareholder’s consent through Postal Ballot by Special Resolution authorising the Board of Directors

to raise funds by issue of securities, borrowing, create mortgage/charge on immovable properties to an extent not exceeding `3000 Crore.

Means of CommunicationThe quarterly unaudited and annual audited financial results are disseminated to the BSE Limited and National Stock Exchange of India

Limited, where the shares of the Company are listed, within the time limit prescribed in the SEBI (LODR) Regulations. 2015.

The quarterly unaudited and annual audited financial results are also published in the English/Hindi newspapers having Country wide

circulation, i.e., Economic Times, Times of India and Navbharat Times and also in newspapers having wide circulation in the Odisha, where

Registered Office of the Company is situated, i.e., Sambad/Utkal Mail/Samaja/Dharitri/Samaya.

The said results are also posted on the Company’s website, i.e., www.oclindialtd.in.

The Company also communicates the dates of Board Meetings and General Meetings, notice of Postal Ballot and E-voting, etc. as per the

requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 through Stock Exchanges, newspaper publications and by

posting on the Company’s website.


General Shareholder InformationAnnual General Meeting

Date: 20th September, 2016

Time: 11.00 a.m.

Venue: Rest House of the Company at Rajgangpur-770017, Dist. Sundargarh (Odisha State).

The Company is in the process of shifting of its registered office from the State of Odisha to the State of Tamil Nadu within the jurisdiction

of the Registrar of Companies, Chennai. If the process of shifting the Registered Office is completed by 15th August, 2016 then the Annual

General Meeting will be held at the new Registered Office proposed to be situated at Dalmiapuram -621651, Dist. Tiruchirapalli, Tamil Nadu.

The shareholders will be informed of the venue through the notice of the Annual General Meeting to be sent to each of them.

Financial Year

Financial year: 1st April to 31st March

Dividend Payment

The Company has paid interim dividend amounting to ̀ 4/- per paid up equity share to the shareholders holding shares as on the record date,

i.e., March 23, 2016. The Interim dividend has been disbursed on March 29, 2016.

The Board of Directors has, at its meeting held on May 17, 2016, resolved that the interim dividend be deemed as the final dividend for the

Financial Year 2015-16.

Listing

The Company’s equity shares continue to be listed on the BSE Limited and National Stock Exchange of India Limited.

Name of the Stock Exchange Address Code for Equity shares

The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400001.

502165

The National Stock Exchange of India

Limited

Exchange Plaza, 5th Floor, Plot No. C/1, G -

Block, Bandra Kurla Complex, Bandra (East),

Mumbai – 400051

OCL

The Company’s Non-Convertible Redeemable Debentures are listed as under:

Security Description Scrip Code

(BSE)

Scrip Code

(NSE)

24, 10.80% p.a Secured Redeemable Non - Convertible Debentures of `1 Crore each fully paid up 945665 OCL 17

2000, 9.90% p.a Secured, Redeemable, Non - Convertible, Rated, Listed, Taxable Bonds in the nature of

Debentures

N.A.

STRPP of `10 Lacs each fully paid up OCL20



The Company has paid the Listing fees for the Financial Year 2016-17 to BSE as well as to National Stock Exchange of India Limited with

respect to Equity Shares as well as Non-Convertible Redeemable Debentures.

The securities of the Company have never been suspended from trading.

Stock Market Data

The market price data as per quotations of BSE Limited and National Stock Exchange of India Limited - high, low during each month during

the Financial Year 2015-16 in comparison to the broad-based indices, i.e., BSE Sensex and S&P CNx Nifty is as under:


OCL Share Price on BSE vis a vis BSE Sensex and NSE vis a vis S&P CNX Nifty April 2015 - March 2016

Months BSE Sensex

Close

OCL Share Price

(on BSE)

S & P CNX

Nifty Close

OCL Share Price (on NSE)

High (`) Low (`) Close (`) High (`) Low (`) Close (`)

April 2015 27011.31 479.00 380.50 404.05 8181.50 480.00 379.70 402.55

May 2015 27828.44 520.00 400.00 506.15 8433.65 508.50 396.05 508.50

June 2015 27780.83 524.90 471.65 495.95 8368.50 519.75 470.10 498.25

July 2015 28114.56 549.00 475.00 533.50 8532.85 577.95 472.45 528.40

August 2015 26283.09 545.00 476.05 500.15 7971.30 550.90 470.00 500.85

September 2015 26154.83 574.40 478.05 498.00 7948.90 525.00 480.30 495.35

October 2015 26656.83 551.00 462.00 496.15 8065.80 518.00 484.00 505.60

November 2015 26145.67 539.00 475.50 499.45 7935.25 577.80 477.00 494.80

December 2015 26117.54 500.00 452.50 469.50 7946.35 502.95 452.25 488.90

January 2016 24870.69 528.00 465.00 485.00 7563.55 529.90 456.60 483.10

February 2016 23002.00 503.00 390.00 398.00 6987.05 504.00 386.00 400.65

March 2016 25341.86 490.00 391.00 488.30 7738.40 492.70 395.00 483.55

OCL Share Price on BSE vis a vis BES Sensex

OCL Share Price (on BSE) (close)BES Sensex

28800650

600

550

500

450

400

350

300

2840028000276002720026800264002600025600252002480024400240002360023200228002240022000

Apr

-15

May

-15

Jun-

15

Jul-1

5

Aug-

15

Sep-

15

Oct

-15

Nov

-15

Dec

-15

Jan-

16

Feb-

16

Mar

-16

OCL Share Price on BSE (Closing)

BES

Sens

ex

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

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

600

550

500

450

400

350

90008800860084008200

8000780076007400720070006800660064006200

6000

Apr

-15

May

-15

Jun-

15

Jul-1

5

Aug-

15

Sep-

15

Oct

-15

Nov

-15

Dec

-15

Jan-

16

Feb-

16

Mar

-16

OCL Share Price on N

SE (Closing)

S &

P C

NX

NIF

TY

Registrar and Transfer Agent

M/s C B Management Services (P) Limited

P-22, Bondel Road, Kolkata- 700 019

Share Transfer system

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 dematerialisation 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.


Distribution of Shareholding

The distribution of the shareholding of the equity shares of the Company by size as on 31st March, 2016.

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

1 – 100 4738 51.09 193592 0.34

101 – 250 1390 15.00 247326 0.43

251 -500 1149 12.39 458769 0.81

501 -1000 904 9.75 693933 1.22

1001 – 2000 576 6.21 826003 1.45

2001 – 3000 188 2.03 476461 0.84

3001 – 4000 83 0.90 291248 0.51

4001 – 5000 57 0.61 264616 0.47

5001 – 10000 94 1.01 637016 1.12

10001 & above 94 1.01 52811256 92.81

9273 100 56900220 100

The distribution of the shareholding of the equity shares of the Company by ownership as on 31st March, 2016.

Category No. of Shares Total No. of Shares % of Holding

Physical Demat

Promoters & Friends – 42610522 42610522 74.89

UTI 17500 – 17500 0.03

Mutual Fund – – – –

Banks 32245 30255 62500 0.11

Financial Institutions/ Insurance Companies – – – –

Bodies Corporate 15429 5288092 5303521 9.32

Foreign National 17080 – 17080 0.03

Overseas Corporate Body – – – –

Non Resident 19635 136121 155756 0.28

Directors/Relatives – 6500 6500 0.01

Clearing Member – 29789 29789 0.05

Resident Individual 1303912 6156528 7460440 13.11

Trust – – – –

Foreign Portfolio Investor 300 1236312 1236612 2.17

Grand Total 1406101 55494119 56900220 100.00

Note: The Promoters have pledged 29019113 equity shares (68.10% of their shareholding) of the Company.

Dematerialisation of Shares

As on March 31, 2016, 97.53% shares of the Company were held in the dematerialised form. The Promoters of the Company hold their entire

shareholding in dematerialised form.

Outstanding GDRs/ADRs/Warrants/Convertible instruments

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

Details of Public Funding Obtained in the last three years

Nil


Office/Plant locationsRegistered office address and Corporate office address Registered Office*:

OCL India Limited

Rajgangpur - 770 017, District Sundargarh, Odisha

Corporate Office/correspondence:

7th, 11th and 12th Floor, Hanasalaya Building,

15, Barakhamba Road, New Delhi – 110 001

Plant LocationsCement and Refractory

AT/PO: Rajgangpur, Dist: Sundargarh, Odisha 770017.

Kapilas Cement Works

AT: Biswali, P.O.: Barunia, Dist: Cuttack, Odisha 754082

Bengal Cement Works

At village: Kulapachuria, PO: Beuncha, Via: Godapiasal,

PS: Salboni, Dist: Paschim Midnipur, West Bengal, Pin-721 129.

* Please see further details under the heading ‘Annual General

Meeting’.

Disclosures

Related Party Transactions The disclosures in compliance with the Accounting Standard

on “Related Party Disclosure” are given at Note No. 28.10 of the

Standalone Financial Statements.

No materially significant related party transactions, having potential

conflict with the interests of the Company at large, have been

entered into during the Financial Year 2015-16.

The Related Party Transactions Policy is posted at http://www.

oclindialtd.in/postal_doc/RelPartyPolicy.pdf

Compliance The Company is fully compliant with the applicable mandatory

requirements of SEBI (LODR) Regulations, 2015 and also with other

regulatory requirements on capital markets. No penalties/strictures

have been imposed on it by the Stock Exchanges, SEBI or any

statutory authority on any matter related to capital markets during

last three years.

The Company is complying with all the corporate governance

requirements specified in Regulations 17 to 27 and clauses (b) to

(i) of sub-regulation (2) of Regulation 46 of SEBI (LODR) Regulations.

Adoption of Non-Mandatory Requirements In terms of Regulation 27(1) read with Part E of Schedule II of SEBI

(LODR) Regulations, the Company has adopted the following

discretionary requirements -

1. The Non-Executive Chairman is allowed reimbursement of

expenses incurred in performance of his duties. He has however

not desired an office at the Company's expense.

2. The Company has appointed separate persons to the post of

Chairman, Managing Director and Chief Executive Officer as

under:

a. Shri P. K. Khaitan – Chairman

b. Shri Puneet Yadu Dalmia – Managing Director

c. Shri Mahendra Singhi – Chief Executive Officer and Whole

Time Director

3. The Internal Auditor Report is placed before the Audit

Committee during its quarterly meetings.

Whistle Blower MechanismThe Company has framed Whistle Blower Mechanism and

the same is posted at http://www.oclindialtd.in/postal_doc/

whistleblowerpolicy2408.pdf. All Stakeholders/Directors/Employees

can have the direct access to the Audit Committee Chairman.

Policy on Material Subsidiary Companies The Company has no Material Subsidiary. The Company has framed

Policy on Material Subsidiary Companies and the same is posted at

http://www.oclindialtd.in/postal_doc/MaterialSubPolicy.pdf .

Disclosure of commodity price risk or foreign exchange risk and hedging activitiesThe Company has in place the currency risk management policy

duly approved by the Board of Directors. However, the Company

does not deal in the Commodity market.

Unclaimed Suspense Account The Company has a demat Unclaimed Suspense Account in terms

of Regulation 39(4) of SEBI (LODR) Regulations, 2015. However, there

are no shares in the said account.

Disclosure of Accounting Treatment in preparation of Financial Statements The accounting treatment(s) in preparation of financial statements

followed by the Company is/are the same as prescribed in the

Accounting Standards.

Code for Prevention of Insider-Trading PracticesIn compliance with the SEBI regulations on prevention of insider

trading, the Company has in place (1) Code of Conduct for Insider

Trading detailing the disclosure requirements and procedure

thereto, Preservation of Price Sensitive Information, Trading while in

possession of unpublished Price Sensitive Information, Prevention

of misuse of Price Sensitive Information, etc.; and (2) Code of Fair

Disclosure of unpublished Price Sensitive Information detailing the

principles of fair disclosure.

CEO/ CFO certification The CEO and CFO certificate on the Financial Statements for the

Financial Year 2016-17 is attached at the end of the report.


Declaration 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

Mahendra Singhi

Dated: May 17, 2016 Chief Executive Officer & Whole Time Director


Auditors’ Certificate on Corporate GovernanceTO THE MEMBERS 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

on 31st March, 2016, as stipulated in Part C of Schedule V read with regulation 34(3) of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

2. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to 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 regulations.

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.


ICAI Firm Regn. No. 109208W

(M. S. Ramachandran)

Place: New Delhi Partner

Dated: May 17, 2016 Membership No 024282


CEO & CFO CertificateMay 10, 2016

The Board of Directors

OCL India Limited

New Delhi

Sub: - Compliance Certificate in terms Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir(s),

In accordance with Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, we certify that:

1. We have reviewed the financial statements and the cash flow statement for the financial year ended 31st March 2016 and that to the best

of our knowledge and belief:

a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be

misleading;

b. 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.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial year ended 31st

March 2016 which are fraudulent, illegal or violative of the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the

effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the

audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have

taken or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit Committee:-

a. significant changes in internal control over financial reporting during the financial year ended 31st March 2016;

b. significant changes in accounting policies during the financial year ended 31st March 2016 and that the same have been disclosed

in the notes to the financial statements; 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,

(A. K. Dalmia) (Mahendra Singhi)

Deputy Executive Director (Finance) CEO & Whole Time Director

* In view of the non-availability of CFO due to medical exigencies this certificate is signed by Shri A. K. Dalmia, Deputy Executive Director (Finance).


Annual Report 2015-16 l 67

f inanc ials t a t e m e n t s

68 l

Independent Auditor’s ReportTo the members of

OCL INDIA LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements

of OCL INDIA LIMITED (“the Company”), which comprise the Balance

Sheet as at 31st March 2016, 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 Statements

The 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’ Responsibility

Our 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 from 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. 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.

Opinion

In 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 2016, and its profit and its cash flows for the year ended on

that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the

Order”) issued by the 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 “Annexure A” a statement on the matters specified in the

paragraphs 3 and 4 of the said Order.

2 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 2016 and taken on record by the

Board of Directors, none of the directors is disqualified as on

31st March, 2016 from being appointed as a director in terms

of section 164(2) of the Act.

f ) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate report in


“Annexure B”. Our report expresses an unmodified opinion on

the adequacy and operating effectiveness of the Company’s

internal financial controls over financial reporting.

g) 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 28.1 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



(Firm Regn. No.: 109208W)

(M.S. BALACHANDRAN)


Dated: 17-May-2016 (M. No:024282)

(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 Company has engaged an outside

agency to carry out physical verification of the fixed assets

and that the Agency has completed physical verification of

certain locations and in respect of other locations the exercise

is in progress. We are informed that once the whole exercise

is complete, reconciliation of such physical verification

with fixed assets register will be carried out. The question of

discrepancies, whether material or not, can be addressed only

after the completion of such reconciliation. In our opinion, the

frequency of verification is reasonable in relation to the size of

the Company.

(c) According to the information and explanations given to us and

the records examined by us and based on the examination of

the registered sale deed/ transfer deed/ conveyance deed etc.,

provided to us, we report that the title deeds of immovable

properties are held in the name of the Company. The title

deeds relating to certain immovable properties including

land have been pledged as security with banks and financial

institution for loans, guarantees etc., are held in the name of

the Company based on the confirmations from the respective

banks/ financial institutions.

(ii) 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. No material discrepancies were noticed

on physical verification.

(iii) The Company has not granted any loans, secured or unsecured

to companies, firms, limited liability partnerships or other parties

covered in the register maintained under section 189 of the

Companies Act, 2013. Therefore, the provisions of clause 3(iii)

(a),(b)&(c) of the Order are not applicable.

(iv) The Company has not given any loan or provided any guarantees

or security to parties covered under section 185 of the Companies

Act, 2013. In respect of loans, investments, guarantees and security,

the Company has complied with the provisions of section 186 of

the Companies Act, 2013.

(v) The Company has not accepted deposits during the year from

the public within the provisions of section 73 to 76 or any other

provisions of the Companies Act, 2013 and the Rules framed

thereunder.

(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, 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, 2016, which were

outstanding for a period of more than six months from the date

they became payable, except payment of advance income tax

instalments estimated by the Company at Rs.353.79 lakhs.

(b) The disputed dues of different years, relating to income-tax,

Annexure-A referred to in the Auditors’ report to the Members of OCL India Limited on the standalone accounts for the year ended 31st March, 2016.

70 l

service-tax, sales-tax or duty of customs or duty of excise or value added tax, which have remained unpaid as on 31st March, 2016 for which

appeals are pending as under:

(viii) On the basis of the verification of records and information and

explanations given to us, the Company has not defaulted in

repayment of loans or borrowings from financial institutions or

banks. In the case of debentures no repayment has fallen due.

(ix) 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. The Company has not

raised moneys by way of public offer (including debt instruments).

(x) Based on the audit procedures performed and representation

obtained from the management, we report that no case of

material fraud by the Company or on the Company by its officers

or employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid or provided in

accordance with the requisite approvals mandated by the

provisions of section 197 read with Schedule V to the Companies

Act, 2013.

(xii) The Company is not a Nidhi Company. Therefore, the provisions of

clause 3(xii) of the Order are not applicable.

(xiii) In our opinion and according to the information and explanations

given to us, all the transactions with the related parties are in

compliance with section 177 and 188 of the Companies Act, 2013

to the extent applicable and the details have been disclosed in

the Financial Statements as required by the applicable accounting

standards.

(xiv) During the year, the Company has not made any preferential

allotment or private placement of shares or fully or partly

convertible debentures. Therefore, the provisions of clause 3(xiv)

of the Order are not applicable.

(xv) According to the information and explanations given to us and

the representation obtained from the management, the Company

has not entered into any non-cash transactions with directors or

persons connected with them. Therefore, the provisions of clause

3(xv) of the Order are not applicable.

(xvi) In our opinion and according to the information and explanations

given to us, the Company is not required to be registered under

section 45-I of the Reserve Bank of India Act, 1934.




(M.S. BALACHANDRAN)


Dated: 17-May-2016 (M. No:024282)

Name of the Statute Nature of the Dues Amount

(Rs. lacs)

Period to which the

amount relates

Forum where dispute is

pending

Orissa Sales Tax Act Orissa sales tax/ VAT 440.12 1995-96 and 1997-98 to

2000-01 & 2005-06

Orissa Sales Tax Tribunal

Central Sales Tax Act, 1956 Central Sales Tax 0.11 2006-07 Orissa Sales Tax Tribunal

Central Sales Tax Act, 1956 Central Sales Tax 370.09 2010-11 to 2012-13 Addl. Commissioner of Sales Tax

Orissa Sales Tax Act Orissa VAT 15.86 2005-06 Commissioner of Sales Tax

West Bengal Sales Tax Act West Bengal Sales Tax 39.91 1996-97 and 1999-00 West Bengal Commercial Taxes

Appellate & Revisional Board

West Bengal Sales Tax Act West Bengal Sales Tax 3.71 2014-15 CTO, Malda Zone

Central Excise Act, 1944 Cenvat Credit/ Excise and

Service Tax

4,506.73 July, 2005 to Dec, 2009 CESTAT, Kolkata; CCE, BBSR

Central Excise Act, 1944 Cenvat Credit/ Excise and

Service Tax

27.45 2009-10 and 2012-13 to

2013-14

CCE, BBSR

Central Excise Act, 1944 Penalty on GTA Service Tax

Demand

14.43 Nov, 2009 to Mar, 2011 Addl. Commissioner of Central

Excise, Rourkela

Customs Act, 1962 Custom Duty 86.79 2015-16 Customs- Commissioner

Appeals

Income Tax Act, 1961 Income Tax 57.28 AY: 2007-08 to AY: 2009-

10 & 2014-15

CIT(A) Delhi


We have audited the internal financial controls over financial reporting

of the Company as of March 31, 2016 in conjunction with our audit of

the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls over Financial Reporting(the

“Guidance Note”) issued by the Institute of Chartered Accountants of

India (ICAI). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to Company’s policies, the safeguarding

of its assets, the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Act.


Our responsibility is to express an opinion on the Company’s internal

financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note and the

Standards on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Act, to the extent applicable to an audit of

internal financial controls, both applicable to an audit of Internal Financial

Controls and issued by ICAI. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and

maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence about

the adequacy of the internal financial controls system over financial

reporting and their operating effectiveness. Our audit of internal financial

controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that

a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.


appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting

principles. A Company’s internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and

expenditures of the Company are being made only in accordance with

authorisations of management and directors of the Company; and (3)

provide reasonable assurance regarding prevention or timely detection

of unauthorised acquisition, use, or disposition of the Company’s assets

that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial

Reporting

Because of the inherent limitations of internal financial controls over

financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation

of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate

internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating

effectively as at March 31, 2016, based on the internal control over

financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note

issued by the ICAI.




(M.S. BALACHANDRAN)


Dated: 17-May-2016 (M. No:024282)

Annexure-B referred to in the Auditors’ report to the Members of OCL India Limited on the standalone accounts for the year ended 31st March, 2016.

72 l

Balance Sheet as at 31st March, 2016

for OCL INDIA LIMITED On behalf of the Board

Annexure to our report of date for V Sankar Aiyar & Co. Rachna Goria Puneet Yadu Dalmia Chartered Accountants (GM Legal & Company Secretary) Managing Director

Firm Registration No: 109208W (DIN 00022633)

M.S.Balachandran Ashwini Kumar Dalmia Mahendra SinghiPlace : New Delhi Partner Officiating Chief Financial Officer CEO & Whole Time Director

Date : 17.05.2016 M No. 024282 Deputy Executive Director (Finance) (DIN 00243835)

Particulars Note

No.

As at

31st March, 2016

As at

31st March, 2015I. EQUITY AND LIABILITIES Shareholders’ funds Share Capital 2 1,138.50 1,138.50

Reserves and Surplus 3 1,39,371.74 1,18,482.13

1,40,510.24 1,19,620.63

Non Current LiabilitiesLong-term borrowings 4 1,02,809.24 1,10,042.78

Deferred tax liabilities (Net) 5 11,479.18 15,266.37

Other long term liabilities 6 11,947.48 14,685.33

Long- term provisions 7 704.44 437.07

1,26,940.34 1,40,431.55

Current LiabilitiesShort-term borrowings 8 9,237.62 12,188.11

Trade payables 9

- Payable to Micro enterprises and Small enterprises 125.71 64.19

- Other payables 33,143.59 28,766.16

Other current liabilities 10 28,550.04 24,269.10

Short- term provisions 11 6,577.25 2,854.01

77,634.21 68,141.57

Total 345,084.79 328,193.75 II. ASSETS Non-current Assets Fixed assets 12

Tangible assets 1,21,276.71 1,22,357.67

Intangible assets 150.02 357.07

Capital work-in-progress 12,140.29 13,113.64

Non-current investments 13 5,864.42 5,865.94

Long-term loans and advances 14 1,707.39 5,897.61

1,41,138.83 1,47,591.93

Current AssetsCurrent investments 15 1,36,521.41 1,05,517.01

Inventories 16 33,599.98 36,533.97

Trade receivables 17 16,707.89 19,911.33

Cash & Bank balances 18 3,057.55 8,927.56

Short -term loans and advances 14 7,390.60 8,701.55

Other current assets 19 6,668.53 1,010.40

2,03,945.96 1,80,601.82

Total 3,45,084.79 3,28,193.75Significant Accounting Policies 1

Other notes forming part of the financial statements 28

The accompanying notes form an integral part of the financial statements

(` in Lakh)


Statement of Profit and Loss for the year ended 31st March, 2016

for OCL INDIA LIMITED

On behalf of the Board

Annexure to our report of date

for V Sankar Aiyar & Co. Rachna Goria Puneet Yadu Dalmia

Chartered Accountants (GM Legal & Company Secretary) Managing Director


M.S.Balachandran Ashwini Kumar Dalmia Mahendra Singhi

Place : New Delhi Partner Officiating Chief Financial Officer CEO & Whole Time Director


Particulars Note No. 2015-16 2014-15

INCOME

Revenue from operations 20 2,66,470.30 2,22,017.81

Other income 21 6,896.08 2,048.52

2,73,366.38 2,24,066.33

EXPENDITURE

Cost of materials consumed 22 46,460.15 40,973.68

Purchase of stock in trade 23 4,252.60 7,190.72

Changes in inventories of finished goods 24 (1,186.71) (1,900.37)

& work in progress & stock in trade

Employee benefits expense 25 15,983.95 13,469.33

Power and fuel 35,146.74 35,687.48

Finance costs 26 13,291.25 7,721.94

Depreciation & amortization expense 17,155.34 15,500.74

Freight and forwarding expenses

On Finished goods 40,321.62 31,063.13

On Clinker transfer 8,421.15 6,063.04

Other expenses 27 64,559.91 52,194.23

2,44,406.00 2,07,963.92

PROFIT BEFORE TAX 28,960.38 16,102.41

Tax expense Current tax 9,118.61 3,291.53

MAT credit entitlement - (183.00)

Deferred tax (3,787.19) 1,625.33

PROFIT/ (LOSS) FOR THE YEAR AFTER TAX 23,628.96 11,368.55

EARNING PER EQUITY SHARE (Face value of ` 2/- each) - Refer note no 28.11

1) Basic (`) 41.53 19.98

2) Diluted (`) 41.53 19.98

Significant Accounting Policies 1



(` in Lakh)

74 l

Cash Flow Statement for the year ended 31st March, 2016

Particulars 2015-16 2014-15

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax from continuing operations 28,960.38 16,102.41

Adjustment for:


Loss/(Profit) on sale of fixed assets (39.45) (106.20)

Effect of exchange rate difference (89.72) 13.32

Profit on sale of investments (4,869.45) (397.51)

Loss on sale of investments 28.42 -

Interest expense 13,291.25 7,721.94

Diminution in value of investments 9.61 351.45

Interest receipt on investments (511.55) (82.81)

Dividend on investments (409.86) (1,070.92)

24,564.59 21,930.01

Operating profit before Working Capital changes 53,524.97 38,032.42

Adjustments for Working Capital changes

Increase/ (decrease) in trade payables 4,438.95 7,551.20

Increase/ (decrease) in short term provisions 145.73 (51.24)

Increase/ (decrease) in other current liabilities 6,021.36 566.33

Increase/ (decrease) in other long term liabilities (2,737.85) 2,422.12

Increase/ (decrease) in other long term provisions 267.37 161.34

Decrease/ (increase) in trade receivables 3,203.44 2,771.06

Decrease/ (increase) in inventories 2,933.99 (4,659.33)

Decrease/ (increase) in long term loans and advances 50.23 (996.93)

Decrease/ (increase) in short term loans and advances 1,310.95 2,344.59

Decrease/ (increase) in other current assets (5,658.13) (475.07)

Decrease/ (increase) in other non current assets - 27.93

9,976.04 9,662.00

Cash generated from operations 63,501.01 47,694.42

(Tax paid) / refund received (net) 320.35 (3,526.96)

Net cash from operating activities 63,821.36 44,167.46

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (14,110.77) (12,423.40)

Sale/write off of fixed assets 274.13 170.51

Interest receipt on investments 511.55 82.81

(Loss) on sale of investments (28.42) -

Profit on sale of investments 4,869.45 397.51

Purchase of current investments (net) (31,012.49) (81,003.88)

Dividend on investments 409.86 1,070.92

Net cash generated / (used) in investing activities (39,086.69) (91,705.53)

(` in Lakh)


Cash Flow Statement for the year ended 31st March, 2016


C. CASHFLOW FROM FINANCING ACTIVITIES

Increase/ (decrease) in long term borrowings (8,698.52) 54,422.41

Increase/ (decrease) in short term borrowings (2,950.49) 3,936.99

Effect of exchange rate difference 89.72 (13.32)

Dividend paid (2,276.01) (2,276.01)

Interim dividend paid (2,276.01) -

Taxes on dividend paid (926.68) (386.81)

Interest expense (13,566.69) (7,772.95)

Net cash from financing activities (30,604.68) 47,910.31

Net changes in Cash and Bank balances (5,870.01) 372.24

Net Increase / (-) Decrease in cash and bank balances

Balance at the end of the year 3,057.55 8,927.56

Balance at the beginning of the year 8,927.56 8,555.32


(` in Lakh)










76 l

Notes to the Financial Statement for the year ended 31st March, 2016

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, Building, 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 & Intangible 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 Plant 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 of 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 whichever is lower.

1.6. Inventories

Stocks of finished goods and work in progress 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 crystallization. Income from

services is 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. Government Grants and Subsidies:

Grants and subsidies from government are recognised when there is reasonable assurance that (i) the Company will comply with the conditions

attached to them, and (ii) the grant or subsidy will be received.

When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the statement of profit and loss over the

periods necessary to match them with the related costs, which are intended to compensate. Where the grant relates to an asset, it is recognised

as deferred income and recognised to income in equal amounts over the expected useful life of the related asset. Where the Company

receives non-monetary grants the asset is accounted on the basis of its acquisition cost. In case a non-monetary asset is given free of cost, it is

recognised at a nominal value.

1.10. 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.

Note No : 1 significant accounting policies



1.11. 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 is recognised in the Statement of Profit and Loss. Exchange

differences arising on long-term foreign currency monetary items related to acquisition of a fixed asset are capitalised and depreciated over the

remaining useful life of such asset. Exchange Differences arising on other long term foreign currency monetary items are accumulated in the

‘Foreign Currency Monetary Item Translation Difference Account’ and amortised over the remaining life of concerned monetary item. 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 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.

1.12. Leases

Since significant portion of risks and rewards are retained by lessor in respect of assets taken on lease, they are classified as operating lease and

the lease rentals are charged off to revenue account.

1.13. 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.

1.14. 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.

1.15. Provisions, Contingent Liabilities 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. Disclosure of Contingent Liabilities are 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 cannot be made.

Contingent Assets are neither recognised nor disclosed in the financial statement.

Note No : 1 significant accounting policies (contd...)

78 l


SlNo

Name of the Shareholders 31st March, 2016 31st March, 2015 No. of Shares held % of Holding No. of Shares held % of Holding

1 Dalmia Cement (Bharat) Limited (holding company w.e.f. 25.02.2015)

4,24,79,273 74.66 4,24,79,273 74.66

2 Dharti Investments and Holdings Limited 31,55,867 5.55 33,75,584 5.93

d) Details of shareholders holding more than 5% shares in the Company

b) Terms/ Rights attached to Equity Shares

The Company has issued only one class of equity shares having a par value of ` 2 per share. Each equity shareholder is entitled to one vote per

share. The Company had declared and paid dividends in Indian rupees.

During the year ended 31st March 2016, the amount of interim dividend per share recognised for distribution and distributed to equity

shareholders is ` 4 (Previous year: Final Dividend was ` 4).

In event of liquidation of the company, the holders of equity 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 equity 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.

e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil

Note No : 2 share capitalParticulars 2015-16 2014-15

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) Equity Shares of `2 each 1,272.64 1,272.64

Subscribed & Paid up Shares

5,69,00,220 (Previous Year: 5,69,00,220) Equity 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

( ` in Lakh)

Particulars 31st March, 2016 31st March, 2015

No. of Shares (` in Lakh) No. of Shares (` in Lakh)

Equity Shares outstanding at the beginning of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

Equity Shares issued during the year - - - -

Equity Shares bought back during the year - - - -

Equity Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period


Note No : 3 reserVes anD surplusParticulars 2015-16 2014-15Capital ReserveBalance as per the last financial statements 741.90 741.90

Securities Premium ReserveBalance as per the last financial statements 19,600.00 19,600.00

Debenture Redemption ReserveBalance as per the last financial statements 1,838.85 1,526.35

Add/(less): Transfer from Surplus balance 3,723.65 312.50

Closing Balance 5,562.50 1,838.85

General ReserveBalance as per the last financial statements 84,425.87 72,425.87

Add/(less): Transfer from Surplus balance - 12,000.00

Closing Balance 84,425.87 84,425.87

Surplus/ (Deficit)Balance as per the last financial statements 11,875.51 15,558.81

Add/(less): Profit / (Loss) for the year 23,628.96 11,368.55

Less: Appropriations

Proposed Dividend (` Nil per share, PY ` 4) - 2,276.01

Tax on Proposed Dividend - 463.34

Interim Dividend (` 4 per share, PY Nil) 2,276.01 -

Tax on Interim Dividend 463.34 -

Transfer to debenture redemption reserve 3,723.65 312.50

Transfer to General Reserve - 12,000.00

Total Appropriations 6,463.00 15,051.85

Net Surplus in the Statement of Profit and Loss 29,041.47 11,875.51

Total reserves and surplus 1,39,371.74 1,18,482.13

( ` in Lakh)


Note No : 4 long terM BorroWingsParticulars Non Current Current

2015-16 2014-15 2015-16 2014-15 Secureda) Redeemable Non-Convertible Debentures

State Bank of India @ 9.90%*

(Redeemable in 3 equal annual installments w.e.f 2019-20)

49,500.00 49,500.00 - -

SBI Life Insurance Company Ltd. @ 9.90%* 10,500.00 10,500.00 - -

(Redeemable in 3 equal annual installments w.e.f 2019-20)

Life Insurance Corporation of India @ 10.80% ^

(Redeemable during 2014-15 to 2016-17)

- 2,400.00 2,400.00 2,400.00

Total (Gross) 60,000.00 62,400.00 2,400.00 2,400.00Less: Shown under other current liabilities - - (2,400.00) (2,400.00)

Total (Net) 60,000.00 62,400.00 - - * The debentures are 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 Rajgangpur Cement Works (Odisha), Kapilas Cement Manufacturing Works (Cuttack) & OCL

Bengal Cement Works (Midnapore, WB).

^ The debentures are secured by way of first pari passu charge over fixed assets (present and future) of the Cement Division of the

Company.

( ` in Lakh)

80 l

Note No : 4 long terM BorroWings (contd...)Particulars Non Current Current

2015-16 2014-15 2015-16 2014-15

b) Term Loans

From Banks

State Bank of India #

(Repayable in 32 quarterly installments from Dec, 2010)

- 2,327.49 - 964.00



- 3,553.08 - 1,420.00


(Repayable in 31 quarterly installments from Jun, 2015)

- 4,356.00 - 644.00


(Repayable in 40 quarterly installments from Mar, 2019)

15,373.28 15,373.28 - -

Export Import Bank of India #


11,500.00 - - -

Export Import Bank of India (Foreign currency loan) #


- 746.56 - 995.41

United Bank of India $

(Repayable in 26 quarterly installments from Sept, 2015)

- 437.06 - 93.75

HDFC Bank Limited *

(Repayable in 60 monthly installments from Feb, 2015)

27.56 35.57 8.01 7.25

From Others

International Finance Corporation @

(Repayable in 13 half yearly installments from Oct, 2010)

- 3,156.94 3,156.94 3,156.92

International Finance Corporation (Foreign currency loan) @

(Repayable in 14 half yearly installments from June, 2016)

15,908.40 17,656.80 2,651.40 -

Total (Gross) 42,809.24 47,642.78 5,816.35 7,281.33

Less: Shown under other current liabilities - - (5,816.35) (7,281.33)

Total (Net) 42,809.24 47,642.78 - -

Grand Total (a + b) 1,02,809.24 1,10,042.78 8,216.35 9,681.33

Less: Shown under other current liabilities(Refer note no 10) - - (8,216.35) (9,681.33)

Total (Net) 1,02,809.24 1,10,042.78 - -

( ` in Lakh)

# 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 specific vehicle loan) of the 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 the 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.

* The loan is secured by way of first & exclusive charge on the vehicle purchase therefrom.

@ Secured by First ranking mortgage and hypothecation on all immovable & movable, present and future assets related to the Cement Division

(excluding current assets) to be shared pari passu with other lenders in respect of other debts and a second charge on all present and future current

assets of the borrower to be shared pari passu with other lenders and existing lenders to the Cement Division of the borrower in respect of the

existing debt.



* Working capital facilities (fund based & non fund based limits) are secured by first pari passu charge over stocks, stores, raw materials, inventories,

work in progress, finished goods and also book debts, bills and money 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.


Note No : 5 DeferreD taX liaBilities (net)Particulars 2015-16 2014-15

Liabilities :

Depreciation 16,639.79 17,394.21

Less: Adjustment of 80IA 2,730.00 -

Total (a) 13,909.79 17,394.21

Assets :

Difference of value of Stock u/s 145A of the Income Tax Act, 1961 554.82 324.64

Expenses allowable in computing taxable income on payment basis 1,170.23 694.77

Exchange loss on loan for capital expenditure - 293.91

Provision for doubtful debts & obsolescence 705.56 814.52

Total (b) 2,430.61 2,127.84

Net Liability (a-b) 11,479.18 15,266.37

( ` in Lakh)

Note No : 6 other long terM liaBilitiesParticulars 2015-16 2014-15

Trade payables (Due to Micro & Small enterprises- Nil, PY Nil) - 3,151.35

Security deposit 11,947.48 11,533.98

Total 11,947.48 14,685.33

( ` in Lakh)

Note No : 7 long terM proVisionsParticulars 2015-16 2014-15

Provision for mines reclamation liability 167.17 -

Employee benefits

Leave encashment (unfunded) 537.27 437.07

Total 704.44 437.07

( ` in Lakh)

Note No : 8 short terM BorroWngsParticulars 2015-16 2014-15

Secured

a) Loans repayable on demand

Cash credits from bank * 1,020.00 9,918.21

b) Other Loans and advances

Buyer’s credit from bank * 8,217.62 2,269.90

Total 9,237.62 12,188.11

( ` in Lakh)

82 l

Note No : 9 traDe paYaBlesParticulars 2015-16 2014-15

Micro & Small Enterprises 125.71 64.19

Others 33,143.59 28,766.16

Total 33,269.30 28,830.35

( ` in Lakh)

Particulars As at

31st March, 2016

As at

31st March, 2015

(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, of the MSMED Act, 2006

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

- -

( ` in Lakh)Disclosure as per Section 22 of ‘The Micro, Small and Medium Enterprises Development Act 2006’:

Note No : 10 other current liaBilitiesParticulars 2015-16 2014-15

Current maturities of long-term debts (Refer note no 4) 8,216.35 9,681.33

Interest accrued but not due on borrowings 573.79 849.23

Income received in advance (on commercial Paper) 266.48 -

Unpaid dividends # 211.30 106.92

On capital account 2,792.18 2,870.92

Security deposits 3,634.80 2,510.29

Advance payments from customers 5,139.78 4,199.10

Other payables

- Statutory dues 4,199.00 3,925.34

- Directors' commission 57.00 44.55

- Deferred revenue liability 3,361.79 -

- Others 97.57 81.42

Total 28,550.04 24,269.10

# There is no amount due & outstanding to be credited to the Investor Education & Protection Fund

( ` in Lakh)

Note No : 11 short terM proVisionsParticulars 2015-16 2014-15

Employee benefits

- Gratuity (funded) 170.89 -

- Leave encashment (unfunded) 57.51 95.27

- Superannuation (funded) 17.81 19.13

Others

- Exchange rate fluctuation - Forward Contracts 14.18 0.26

- Income Tax (net of Tax Payments) 6,316.86 -

- Proposed Dividend - 2,276.01

- Tax on Proposed Dividend - 463.34

Total 6,577.25 2,854.01

( ` in Lakh)



Note No : 12 fiXeD assetsParticulars Gross Block Depreciation / Amortization Net Block

As at 01.04.2015

Additions Disposals / Adjustments

As at 31.03.2016

Up to 31.03.2015

For the year

On disposals

Up to 31.03.2016

As at 31.03.2016

As at 31.03.2015

a Tangible AssetsLand 655.93 - 0.43 655.50 - - - - 655.50 655.93Land under lease 1,919.51 - - 1,919.51 83.57 19.56 - 103.13 1,816.38 1,835.94Buildings 15,718.59 7,015.93 (13.82) 22,748.34 5,675.79 1,448.43 - 7,124.22 15,624.12 10,042.80Plant and Equipment 2,13,884.11 7,942.57 449.93 2,21,376.75 1,08,142.97 14,174.72 292.10 1,22,025.59 99,351.16 1,05,741.14Plant & Equipment under lease 574.06 - - 574.06 545.36 - - 545.36 28.70 28.70Furniture and Fixtures 905.50 215.95 14.93 1,106.52 478.85 141.33 1.07 619.11 487.41 426.65Vehicles 5,247.82 522.62 422.59 5,347.85 4,117.28 391.11 355.69 4,152.70 1,195.15 1,130.54Office Equipments 2,664.88 395.59 63.98 2,996.49 1,937.36 421.07 56.35 2,302.08 694.41 727.52Railway Line 4,597.47 1.56 - 4,599.03 2,839.25 345.84 - 3,185.09 1,413.94 1,758.22Live Stock 10.23 1.56 1.85 9.94 - - - - 9.94 10.23Total (a) 2,46,178.10 16,095.78 939.89 2,61,333.99 1,23,820.43 16,942.06 705.21 1,40,057.28 1,21,276.71 1,22,357.67

b Intangible AssetsComputer Software 957.46 6.23 - 963.69 600.39 213.28 - 813.67 150.02 357.07Total (b) 957.46 6.23 - 963.69 600.39 213.28 - 813.67 150.02 357.07Total (a) & (b) 2,47,135.56 16,102.01 939.89 2,62,297.68 1,24,420.82 17,155.34 705.21 1,40,870.95 1,21,426.73 1,22,714.74Previous Year 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

c Capital Work In Progress 12,140.29 13,113.64Total - - - - - - - - 12,140.29 13,113.64

( ` in Lakh)

Notes

1 Gross Block includes amount added in 1985 on revaluation of Land ̀ 132.31 lakh, Buildings ̀ 1,200.64 lakh and Plant and Machinery ̀ 1,917.55 lakh

as carried out by an external independent valuer. Since the valuation was carried out long back the indices applied by the valuer is not available

2 Additions to Fixed Assets and Capital Work-in-Progress include net borrowing cost of `384.76 lakh capitalised during the year (Previous Year

`625.09 lakh ).

3 Additions to Fixed Assets and Capital work-in-progress include `576.27 Lakh (Previous Year Nil), towards adjustments of foreign exchange loss/

(gain) on long term foreign currency borrowings.

4 Additions to Capital WIP include Pre-operative expenses/income as detailed under Note 28.19.

5 There has been no impairment loss on assets during the year.


Note No : 13 non current inVestMentsTRADE - Unquoted - At Cost Face Value

`

No. of Shares / Units Amount (` in Lakh)

2015-16 2014-15 2015-16 2014-15

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

Odisha Cement Limited 10 50,000 50,000 5.00 5.00

Joint Venture

Radhikapur (West) Coal Mining Pvt Ltd (Note 28.7) 10 73,48,000 73,48,000 734.80 734.80

Others

First Capital India Limited 6 - 166 - 0.01

India Information Technology Limited (Nil, PY `10) 10 - 1 - -

Preference Shares - Fully paid up

Subsidiaries

OCL Global Ltd (Face Value in USD)*

(5% non-cumulative redeemable)

27,30,000 27,30,000 1,330.42 1,330.42

Total (a) 6,215.40 6,215.41* Redeemable at the option of the Company in trenches of the Company’s choice but not later than 10 years from the date of issue (10.01.2008).

( ` in Lakh)

84 l

Note No : 13 non current inVestMents (contd...)NON TRADE - Unquoted - At Cost Face Value

`No. of Shares / Units Amount (` in Lakh)

2015-16 2014-15 2015-16 2014-15 Equity Instruments - Fully paid up

Others Crescent Finstock Limited 10 - 1,400 - - Gujarat Composite Limited 10 - 16 - - Ispat Profiles India Limited (PY ` 75) 10 - 50 - - Bagalkot Udyog Limited 1 - 100 - 0.01 Orissa Industries Limited 10 - 73,450 - 1.40 The Scindia Steam Navigation Company Ltd 20 - 504 - 0.06 The Travancore Cements Limited 10 - 100 - 0.01 Digvijay Finlease Limited 10 - 25 - - Indo Flogates Limited 10 - 100 - 0.01 Bagalkot Cement & Industries Ltd 10 - 1 - - Kanoria Sugar & General Mfg.Co. Ltd (PY ` 183) 10 - 25 - - Magnesite & Minerals Limited 10 - 100 - 0.01 Usha Ispat Limited 10 - 100 - 0.01 Orind Exports Limited (PY `201) 10 - 100 - -

Debentures or BondsNon-convertible Secured - Fully paid up

8% - Indian Chamber of Commerce 100 12 12 0.01 0.01Non-convertible Secured - Partly paid up

8% - Indian Chamber of Commerce - 25 2 2 - - Fractional (` 50)

Others - Fully Paid upCo-operative Society 100 50 50 0.05 0.05Property Rights in Holiday Resort - - 0.41 0.41

Total (b) 0.47 1.98Total ( a + b) 6,215.87 6,217.39Less: Provision for diminution in the value of Investments (351.45) (351.45)Total Investment (Net) 5,864.42 5,865.94

Quoted Investments - - Unquoted Investments 5,864.42 5,865.94

Total Investment (Net) 5,864.42 5,865.94

Note: Cost below ` 400/- are given in brackets

( ` in Lakh)

Note No : 14 loans anD aDVancesParticulars Non Current Current

2015-16 2014-15 2015-16 2014-15 Capital Advances Secured - considered good 118.62 111.78 - - Unsecured - considered good 98.59 1,123.32 - - Security Deposits (a) Unsecured, considered good 1,042.57 1,051.16 532.17 617.15Loans and Advances to Related Parties(a) Unsecured, considered good - - 6.04 7.25Other Loans and Advances(a) Secured, considered good Loan to employees 1.84 10.13 2.77 12.66(b) Unsecured, considered good

Balance with Government Department - - 3,024.39 3,493.57Loans / advances recoverable in cash / kind 35.64 61.43 3,678.61 4,420.46Loans / advances to employees 19.11 26.67 146.62 150.46MAT credit entitlement 391.02 391.02 - - Advance income tax (net of provision for taxation) - 3,122.10 - -

(c) Unsecured - considered doubtful - - 65.22 26.05Less: Provision for doubtful advances - - 65.22 26.05Loan and Advances (Net) 1,707.39 5,897.61 7,390.60 8,701.55

( ` in Lakh)



Note No : 15 current inVestMentsParticulars No. of Shares / Units Amount (` in Lakh)

2015-16 2014-15 2015-16 2014-15

NON TRADE - Unquoted - At Cost or NAV whichever is lower

a) Investments in Commercial Paper - - 30,000.00 24,905.82

b) Units of Mutual Funds - Fully Paid up

UTI Treasury Advantage Fund-Inst. Plan-DD-Reinv. - 1,23,385.56 - 1,236.72

UTI Money Market Fund SIP Growth 3,66,759.92 - 6,190.06 -

Birla Sunlife Saving Fund-Inst.-DD-Reinv. - 32,59,663.69 - 3,269.82

BSL-Saving Fund-Growth 25,444.52 - 69.85 -

BSL-Saving Fund-Growth Regular Plan 1,66,116.79 - 456.03 -

BSL-Cash Plan Growth 26,91,414.59 - 6,480.00 -

BSL Floating Rate Fund -Long Term-GRP - 1,79,31,033.66 - 30,000.00

BSL-Saving Fund-Growth Regular Plan 34,50,260.36 - 10,000.00 -

IDFCUSTF-Growth - 37,59,834.59 - 700.79

IDFC-DBF-Quarterly Dividend-Regular Plan - 4,96,59,573.37 - 5,264.66

IDFC Money Manager Fund -Treasury Plan -DD - 70,71,730.74 - 709.53

ICICI Prudential Flexible Income Plan Premium - DD - 2,87,069.32 - 303.53

ICICI Prudential Inst. Short term Plan-Div Reinv. Fortnight - 41,126.54 - 4.98

ICICI Prudential Flexible Income Regular Plan - Growth 36,872.19 1,14,17,449.75 100.00 30,000.00

ICICI Prudential Savings Fund Growth 5,63,484.41 - 1,250.00 -

ICICI Prudential Banking & PSU Debt Fund 69,43,144.70 - 1,150.00 -

SBI - SHF- Ultra Short term Fund - Regular Plan- DD - 1,407.60 - 14.15

SBI-DBF-RPG 70,00,000.00 70,00,000.00 700.00 700.00

Templeton India Short term Income Retail Plan - 35,256.23 - 800.00

Franklin India Ultra Short Bond Fund - SIP - DDR - 4,00,84,128.18 - 4,040.20

HDFC High Income Fund DP Growth 54,20,772.22 - 2,614.87 -

HDFC Floating Rate Income Fund STP-WO-DR 1,93,03,614.45 3,53,81,850.39 4,715.47 3,566.81

HDFC Short Term Opport. Fund Growth 3,71,75,670.13 - 5,700.00 -

HDFCFMP_1161 Days 50,00,000.00 - 500.00 -

DSP Black Rock Ultra Short Term Fund RP Growth 8,26,96,117.17 - 8,672.00 -

DSP Black Rock Liquid Fund RP Growth 3,38,937.16 - 7,270.00 -

Reliance Short Term Fund Plan Growth 3,31,46,338.09 - 8,721.62 -

Reliance Arbitrage Equity Fund MDP Growth 2,98,67,619.30 - 3,131.25 -

Kotak Arbitrage Equity Fund MDP Growth 1,94,30,973.41 - 2,096.81 -

Kotak Short Term Bond Fund Growth 2,86,54,176.65 - 7,750.00 -

Kotak Liquid Debt Fund Growth 1,09,813.56 - 1,903.33 -

Kotak Liquid Fund Growth 1,95,354.21 - 5,957.08 -

Kotak Income Opport. Fund Growth 3,12,99,511.68 - 5,000.00 -

Kotak Treasury Advantage Fund Growth 1,84,77,813.63 - 4,410.00 -

Sundaram Ultra Short Term Fund RP Growth 1,82,68,948.24 - 3,715.00 -

IIFL Income Opport. Fund Growth 27,00,000.00 - 306.13 -

Indiabulls Short Term Fund Growth 53,499.83 - 660.00 -

Indiabulls Liquid Fund EP Growth 3,42,173.85 - 5,000.00 -

DHFL Pramerica Insta Cash Fund Growth 6,45,351.29 - 1,260.00 -

DHFL Pramerica Ultra Short Term Fund Growth 41,23,665.99 - 750.00 -

Sub total (b) 1,06,529.50 80,611.19

Less: Provision for diminution in the value of investments 8.09 -

Net Investment in Mutual Fund (b) 1,06,521.41 80,611.19

Total Current Investment (a+b) 1,36,521.41 1,05,517.01

Net Asset Value of item no (b) (Mutual Funds) 1,09,552.68 80,760.98

( ` in Lakh)


86 l

Note No : 16 inVentories (refer note 1.6 for mode of valuation)Particulars 2015-16 2014-15

Raw materials and components

In Stock 7,039.22 6,693.52

In Transit 235.63 207.49

Work-in-progress

In Stock 2,803.92 2,741.44

In Transit 347.77 -

Finished goods

In Stock 10,552.16 7,649.91

In Transit 561.04 876.55

Stock-in-trade

In Transit 859.04 2,669.32

Stores, spares, fuel.

In Stock 9,254.51 9,180.25

In Transit 1,477.07 5,768.34

Packing material

In Stock 444.93 713.23

Loose Tools

In Stock 24.69 33.92

Total 33,599.98 36,533.97

( ` in Lakh)

Note No : 18 cash & BanK BalancesParticulars 2015-16 2014-15

Cash & Cash Equivalents

Balance with banks:

- In current accounts 2,826.58 7,097.38

- In deposit with original maturity of less than 3 months - 1,700.00

- In unpaid dividend account 211.30 106.92

Cheques, drafts in hand - 1.83

Cash in hand 19.67 21.40

Stamps in hand - 0.03

Total 3,057.55 8,927.56

( ` in Lakh)

Note No : 17 traDe receiVaBlesParticulars 2015-16 2014-15

a) Outstanding for a period exceeding six months from the date they are due for payment

- Secured, considered good 129.37 438.00

- Unsecured, considered good 1,823.33 1,319.79

- Unsecured, considered doubtful 1,550.70 1,642.00

3,503.40 3,399.79

Less: Provision for doubtful debts 1,550.70 1,642.00

Total (a) 1,952.70 1,757.79

b) Others

Secured, considered good 3,874.71 8,448.53

Unsecured, considered good 10,880.48 9,705.01

Total (b) 14,755.19 18,153.54

Total (a+b) 16,707.89 19,911.33

( ` in Lakh)



Note No : 19 other current assetsParticulars 2015-16 2014-15

Interest accrued but not due 79.95 204.68

Claims & other receivables

- Considered good 1,139.37 788.83

- Considered doubtful 10.43 9.22

Assets held for sale (at lower of net book value and net realisable value) 24.02 2.79

VAT Incentive receivable 5,412.88 -

Others 12.31 14.10

6,678.96 1,019.62

Less: Provision for doubtful debts 10.43 9.22

Total 6,668.53 1,010.40

( ` in Lakh)

Note No : 21 other incoMeParticulars 2015-16 2014-15

Interest receipt- on deposits, tax refunds and from customers etc. 1,335.32 282.08

Profit on sale of assets 52.96 158.39

Gain due to exchange difference other than considered as finance cost (Net) 87.77 40.72

Dividends from investments in mutual funds - current 409.86 1,070.92

Profit on sale of current investments 4,869.45 397.51

Other non-operating income 140.72 98.90

Total 6,896.08 2,048.52

( ` in Lakh)

Note No : 20 reVenue froM operations (refer note no. 1.7 on revenue recognition)Particulars 2015-16 2014-15

Sale of Products

Cement 2,52,350.09 2,11,296.29

Refractories 22,387.38 28,783.25

Power 74.95 437.11

Others -clinker 9,031.39 3,940.55

Sale of Traded Products

Pet coke 3,231.10 1,693.41

Refractories 2,775.46 3,398.99

Sale of Services

Marketing services 715.51 1,129.52

Business auxiliary services 11.92 10.08

VAT Incentive 9,412.88 -

Other Operating Revenue 2,904.94 2,078.87

3,02,895.62 2,52,768.07

Less: Excise duty 36,425.32 30,750.26

Total 2,66,470.30 2,22,017.81

( ` in Lakh)


88 l

Note No : 22 cost of Materials consuMeD - (refer note- b below)Particulars 2015-16 2014-15

i) Limestone (Own Quarry) 9,489.34 8,956.49

ii) Gypsum 2,912.61 1,898.01

iii) Slag 18,273.28 15,608.80

iv) Purchased Clinker 140.44 -

v) Others # 15,644.48 14,510.38

Total 46,460.15 40,973.68

Notes:

a) # None of these individually account for more than 10% of the total cost of material consumed

b) Expenses included in the cost of materials consumed

Salaries and wages 750.92 692.75

Contribution to Provident and other funds 79.59 91.11

Workmen and staff welfare expenses 49.79 50.49

Payment to contractors for services 967.08 1,417.56

Power and fuel 1,025.22 973.99

Consumption of stores and spare parts 2,241.99 2,469.11

Repairs to machinery 1,587.99 1,327.79

Repairs to buildings 13.19 0.95

Royalty and Cess 4,439.61 2,113.19

Rent 2.85 -

Rates and taxes 106.08 112.17

Insurance 29.88 37.70

Sundry sales/ income (1,509.98) (52.83)

Total 9,784.21 9,233.98

( ` in Lakh)

Note No : 23 purchase of gooDs traDeDParticulars 2015-16 2014-15

Pet coke 1,258.38 4,240.21


Total 4,252.60 7,190.72

( ` in Lakh)

Note No : 24 changes in inVentories of finisheD gooDs, WorK in progress & stocK in traDeParticulars 2015-16 2014-15

Stocks at the beginning of the year

Finished goods 8,526.46 7,004.25

Traded goods 2,669.32 604.71

Work in progress 2,741.44 4,427.89

13,937.22 12,036.85

Less: Stocks at the end of the year (refer note below)

Finished goods 11,113.20 8,526.46

Traded goods 859.04 2,669.32


15,123.93 13,937.22

(1,186.71) (1,900.37)

( ` in Lakh)



Note No : 25 eMploYee Benefits eXpense (refer note 1.8 on employee benefits)Particulars 2015-16 2014-15

Salaries, wages, bonus and gratuity 13,575.96 11,578.36

Contribution to Provident and other funds 1,148.50 989.00

Contribution to Provident and other funds - contractors' employees 409.13 335.25


Total 15,983.95 13,469.33

( ` in Lakh)

Note No : 26 finance costsParticulars 2015-16 2014-15

Interest expense

On term loans, debentures and deposits 11,193.45 6,289.11

To banks and others 578.19 94.24

Other borrowing costs 1,363.09 1,021.75

Applicable net gain/loss on foreign currency transactions and translation 156.52 316.84

Total 13,291.25 7,721.94

( ` in Lakh)

Note No : 24 changes in inVentories of finisheD gooDs, WorK in progress & stocK in traDe (contd...)Particulars 2015-16 2014-15

Notes:-

Stock in Trade

a) Finished goods

Cement 3,788.65 3,101.86


11,113.20 8,526.46

b) Traded goods

Cement 431.58 2,359.03

Refractories 427.46 310.29

859.04 2,669.32

c) Work in progress

Cement 2,103.47 2,063.85

Refractories 1,048.22 677.59

Total 3,151.69 2,741.44

( ` in Lakh)


90 l

Note No : 27 other eXpensesParticulars 2015-16 2014-15

Consumption of stores, spare parts 3,429.50 3,123.76

Packing materials 9,478.58 9,658.98

Repairs and maintenance

- Machinery 6,155.97 6,809.48

- Buildings 910.31 1,043.86

- Others 151.15 171.78

Payments to contractors for services 8,156.44 6,432.98

Royalty and Cess 4.94 5.96

Rent 1,418.33 1,085.05

Rates and taxes 1,569.48 1,381.92

Excise duty on stock and others 450.00 247.40

Clearing handling & warehousing (cement) 4,687.53 4,603.56

Commission to selling agents 1,107.33 1,008.56

Rebates, discounts and allowances 765.95 714.81

Insurance 364.96 383.93

Travelling 924.11 829.60

Advertisement and publicity 4,864.36 2,469.69

Legal charges 112.00 146.50

Directors' travelling and conveyance 7.19 18.88

Directors' fees 29.56 31.25

Commission to non-Executive Directors 57.00 49.50

Charity and donations 400.00 329.50

Diminution in value of investment & investment written off 9.61 351.45

Loss on sale of current investments 28.42 -

Assets written off and loss on sale of assets 13.51 52.19

Provision for doubtful debts - 232.90

Bad debts written off 147.16 4.30

Provision for obsolescence in inventory 33.59 9.79

Mines restoration expenses 38.92 -

Payments to outside agencies 12,645.99 4,729.03

CSR expenses (refer note 28.22) 396.88 248.89

Miscellaneous expenses 6,201.14 6,018.73

Total 64,559.91 52,194.23

( ` in Lakh)



Note No : 28 other notes forMing part of the financial stateMents


A. Not Provided for:-

a) Claims against the Company not acknowledged as debts 12,912.66 11,643.96

b) Demand raised by following authorities in dispute:

- Excise & Service Tax 3,795.40 3,756.38

- Customs 65.09 -

- Sales Tax, VAT, CST & Entry Tax 1,505.47 1,255.54

- Income tax matters 100.23 296.10

Based on favourable decisions in similar cases, legal opinion taken by the Company, discussions with the solicitors etc, the Company believes that

there is a fair chance of favourable decisions in respect of the items listed above and hence no provision is considered necessary against the same.

( ` in Lakh)28.1 Contingent liabilities / Litigations in respect of:


Statutory Auditors

As an Auditor

Audit fee 18.00 18.00

Tax audit fee 4.00 4.00

In Other Capacities

Taxation matters 1.51 1.00

Certification of quarterly limited review 7.00 7.00

Certification of other statements 6.81 6.75

Expenses including boarding and lodging 6.92 7.02

Cost Auditor

Audit fee 1.00 1.00


( ` in Lakh)28.3 Remuneration to Auditors and Expenses


B. Guarantee / letter of comfort given:

a) Liability on account of OD limit of USD 3.50 million by OCL Global Limited, a subsidiary

Current year- NIL (Previous year: USD 15,86,704.55)#

- 1,000.57

b) Guarantee given to banks on behalf of OCL China Ltd outstanding amount at year end USD

21,55,175 (Previous Year: USD 25,80,673) #

1,428.56 1,627.37

# 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, 2016

As at

31st March, 2015

1 OCL Global Limited Guarantee given to bank to provide over draft facility - 1,000.57

2 OCL China Limited Guarantee given to bank to provide working capital facility 1,428.56 1,627.37

28.2 Estimated amount of contracts remaining to be executed on capital account (net of advances) 2,463.16 3,483.41

and not provided for.

( ` in Lakh)

28.4 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.

28.5 The Board of Directors has, at its meeting held on 28th March, 2016, approved the Scheme of Arrangement and Amalgamation amongst OCL

India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha

Cement Limited. The said Scheme has been filed with the Stock Exchanges and shall be submitted with the High Court(s) on its approval by the

Stock Exchanges.


92 l

Note No : 28 other notes forMing part of the financial stateMents (contd...)

28.6 In respect of license 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 Lakh (PY 734.80 lakh) in equity shares of the JV Company which includes ` 383.35 Lakh (PY ` 383.35 lakh)

being proportionate value of shares to be transferred to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint

Venture Partners.

Particulars As at 31st March, 2016

(Unaudited)

As at 31st March, 2015

(Unaudited)

EQUITY & LIABILITIES

Non Current Liabilities

Deferred tax liabilities (Net) 0.01 -

Current Liabilities

Trade payables 0.23 0.31

Other current liabilities 0.11 0.02

Short term provision 2.21 -

Total 2.56 0.33

ASSETS

Non-Current Assets

Tangible assets 0.03 0.10

Pre-operative expenses 53.85 54.10

Long term loans and advances 152.96 149.80

Current Assets

Cash and bank balances 146.76 138.17

Short term loans and advances - 4.29

Other current assets 7.20 5.33

Total 360.80 351.79

( ` in Lakh)The details of the Company’s interest in JV are as under:

Particulars 2015-16

(Unaudited)

2014-15

(Unaudited)

REVENUE

Other income 12.01 -

EXPENSES

Employee benefit expense 1.32 -

Finance cost 0.11 -

Other expense 0.36 -

Depreciation 0.02 -

Provision for current tax 3.40 -

Provision for deferred tax 0.01 -

( ` in Lakh)

28.7 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 recoverability of the amounts invested of ` 351.45 Lakh 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

earlier years.

28.8 Bank balances includes `0.45 Lakh (PY ` 0.45 Lakh)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 28.6 above




28.9 Segment Disclosure (AS - 17)

Particulars Cement Refractory Others Unallocable Total

Segment operating revenue

External 2,74,100.41 25,878.35 - 11.92 2,99,990.68

(2,17,367.36) (33,312.23) - (9.61) (2,50,689.20)

Profit / (Loss) before tax and interest 50,265.10 --3,795.38 --4,218.09 42,251.63

(26,610.08) (1,812.58) -(4,598.31) (23,824.35)

Less : Interest 13,291.25 13,291.25

(7,721.94) (7,721.94)

Profit before tax 28,960.38

(16,102.41)

Provision for taxation - Current --9,118.61 --9,118.61

-(3,291.53) -(3,291.53)

- MAT credit entitlement - -

(183.00) (183.00)

- Deferred 3,787.19 3,787.19

-(1,625.33) -(1,625.33)

Profit after tax 2,36,28.96

(11,368.55)

Other Information

Segment assets 1,69,433.42 30,277.98 1,45,373.38 3,45,084.78

(1,84,245.79) (28,748.30) (1,15,199.66) (3,28,193.75)

Segment liabilities 58,640.39 6,242.76 1,39,691.40 2,04,574.55

(52,536.28) (4,684.99) (1,51,351.85) (2,08,573.12)

Capital expenditure including capital WIP 14,649.62 429.55 49.49 15,128.66

(11,918.38) (162.07) (68.41) (12,148.86)

Depreciation 16,530.23 565.74 59.37 17,155.34

(14,965.43) (443.56) (91.75) (15,500.74)

Non cash expenses other than depreciation :

Provision for Leave encashment 72.55 --2.73 --7.38 62.44

(66.88) (39.72) (10.97) (117.57)

( ` in Lakh)

Figures in brackets are in respect of previous year.

Notes:

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.


94 l


28.10 Related Party Disclosures (AS-18)

a) Related parties and their relationship with whom transaction have taken place during the year :

1) Key management personnel: Shri Puneet Yadu Dalmia (Managing Director),

Shri Mahendra Singhi (CEO & Whole Time Director)

Shri Amandeep Gupta (Whole Time Director & CEO, Cement Division)

Relatives: Shri Y H Dalmia

2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formerly Dalmia Bharat Enterprises Ltd)

3) Holding Company: Dalmia Cement (Bharat) Limited (w.e.f 25.02.2015)

4) Subsidiary: OCL Global Limited, Odisha Cement Limited

5) Step down Subsidiary: OCL China Limited

6) Enterprises over which key management personnel are able to exercise significant influence:

Dalmia Institute of Scientific & Research (DISIR)

Calcom Cement India Ltd

Adhunik Cement Pvt Ltd

Dalmia Cement East Limited

Dalmia Refractories Limited

Particulars 2015-16 2014-151) Transactions with parties referred in (1) above:

a) Remuneration /Pension 1,207.81 1,160.55

b) Fixed Deposit repaid - 28.05

c) Interest Expense - 0.99

d) Service received - 12.52

e) Rent Paid - 77.21

f ) Payable at the year end 730.00 -

2) Transactions with parties referred in (2) above:a) Service rendered 0.05 0.09

b) Service received 6,759.03 2,816.11

c) Payable at the year end 880.55 1,025.06

3) Transactions with parties referred in (3) above:a) Purchase of goods 1,959.88 -

b) Sale of goods 1,452.92 -

c) Service rendered 76.24 0.52

d) Service received 3,940.07 8.41

e) Receivable at the year end 77.54 0.08

f ) Payable at the year end 1,979.01 -

4) Transactions with parties referred in (4) above:a) Purchase of goods and fixed assets 1,904.36 1,411.15

b) Service rendered 189.21 162.18

c) Guarantee Provided ( USD NIL) (Previous year USD 15.87 Lakh) - 1,000.57

d) Receivable at the year end 46.00 3.20

e) Payable at the year end 248.87 348.23

5) Transactions with parties referred in (5) above:a) Guarantee Provided (USD 21.55 Lakh) (Previous year USD 25.81 Lakh) 1,428.56 1,627.37

6) Transactions with parties referred in (6) above:a) Purchase of goods 624.91 430.64

b) Sale of goods 9,313.09 4,707.39

c) Trade License Fees received 26.80 -

d) Service rendered 0.55 52.15

e) Service received 131.76 196.29

f ) Receivable at the year end 1,912.33 1,006.70

g) Payable at the year end 121.91 89.93

( ` in Lakh)b) Transactions with above in ordinary course of business:




28.10 Related Party Disclosures (AS-18) (contd...)


Remuneration

Shri M H Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 103.05

Shri R H Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 343.70

Shri D D Atal (Ceased to be KMP w.e.f 31.03.2015) - 282.82

Shri Gaurav Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 348.66

Shri Amandeep Gupta 186.50 -

Shri Puneet Dalmia 1,021.30 -

Purchase of goods

Calcom Cement India Limited 47.40 -

Dalmia Cement(Bharat) Limited 1,959.88 -

Dalmia Bharat Sugar & Industries Limited - 83.54

Dalmia Refractories Limited 577.52 329.27

Sale of goods and fixed assets

Calcom Cement India Limited 917.05 3,031.32

Dalton International Limited - 1,096.72

Hari Machines Limited - 10.83


Dalmia Cement East Limited 8,284.82 499.87

Dalmia Cement(Bharat) Limited 1,452.92 -

Adhunik Cement Pvt Limited 94.50 -

Service rendered


Dalmia Cement(Bharat) Limited 76.24 -

Dalmia Cement East Limited(Trade License) 26.80 -

Service received


Dalmia Cement(Bharat) Limited 3,940.07 8.41

Dalmia Bharat Limited 6,759.03 2,816.11

DISIR 131.76 131.40

Dalton International Limited - 40.06

Receivable at the year end



Dalmia Refractories Limited - 47.77

Calcom Cement India Limited 614.62 188.32

Dalmia Cement East Limited 1,202.98 -


Dalmia Cement (Bharat) Limited 77.54 0.08

Payable at the year end


Dalmia Bharat Limited 880.55 1,025.06


Dalmia Cement (Bharat) Limited 1,979.01 -

( ` in Lakh)c) Disclosure of Material transactions with Related Parties


96 l


28.11 Earning per share (EPS) AS - 20


Profit after tax 23,628.96 11,368.55

Weighted Average No. of equity shares of `2 each as on 31st March, 2016

Basic & Diluted (No in Lakh) 569.00 569.00

EPS (`)

Basic & Diluted 41.53 19.98

( ` in Lakh)

28.12 Value of imported and indigenous


% (` in Lakh) % (` in Lakh)

Raw Materials and Spare parts consumed

i) Raw materials

Imported 12.39 5,754.13 14.48 5,932.18

Others 87.61 40,706.02 85.52 35,041.50

ii) Spare parts

Imported 12.48 761.81 7.99 468.44

Others 87.52 5,342.77 92.01 5,391.26

( ` in Lakh)

28.13 Imports (C.I.F. Value)


i) Raw materials, fuel & traded goods 20,432.53 5,453.48

ii) Components and spare parts 470.48 1,652.94

iii) Capital goods 1,848.85 14.80

( ` in Lakh)

28.14 Expenditure in foreign currency:


i) Royalty and know how fees 4.94 5.96

ii) Interest on foreign currency loans 988.39 757.61

iii) Professional/ consultation fee 26.82 97.61

iv) Commission 131.79 258.51

v) High Sea purchase - 434.68

vi) Other matters 69.15 72.40

( ` in Lakh)

28.15 Earnings in Foreign Exchange


i) Goods exported (F.O.B. Value) 2,350.54 5,126.57

ii) Sale of Goods on high sea - 750.47

iii) Service charges 155.99 155.99

iv) Sundry receipts 1.43 4.39

( ` in Lakh)





Interim Final Final

A) No.of non-resident shareholders 167 166 163

B) No. of equity shares held by them 14,08,921 10,58,857 27,29,938

C) Amount of dividend paid (` in Lakh) 56.35 42.35 109.20

D) Year to which the dividend relates 2015-16 2014-15 2013-14

( ` in Lakh)

28.16 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 have been paid to their mandatee banks. The amount of dividend so paid to non resident shareholders during the

year are as follows:

28.17 Foreign Currency Exposure

Particulars Currency 2015-16 2014-15

i) Hedged - Forward contracts for imports USD 3.34 1.00

Euro 0.96 0.50

Term loan USD 111.43 139.05

Foreign currency loan availed under buyers' credit USD 59.44 36.00

Creditors USD - 35.44

Interest accrued on term loan & buyers' credit USD 4.44 3.32

ii) Not hedged Trade receivables USD 4.93 9.54

Euro 6.58 4.11

GBP 0.09 7.67

Trade payables USD 44.30 99.82

Euro 6.51 8.32

JPY 11.17 6.67

GBP 0.19 0.21

Cash & bank balance USD (CY 1259.75, PY 5.75) 0.01 -

GBP (CY 1.20, PY 1.20) - -

EURO (CY 236.66, PY 6.66) - -

RMB 0.01 0.03

JPY 0.01 0.01

Kwacha 0.30 0.30


PCFC loan USD 1.89 4.89

EURO 7.19 5.63

GBP 0.08 4.33

Interest accrued on term loan & buyers credit USD 0.31 0.18

Foreign currency loan availed under buyers' credit USD 64.54 -

( ` in Lakh)


98 l

Note No : 28 other notes forMing part of the financial stateMents (contd...)28.18 Employee Benefits - AS 15 (Revised)

a) The Company has determined the liability for Employee benefits as at 31st March, 2016 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 31st March, 2016


Gratuity (Funded) Leave

Encashment

(Unfunded)


Encashment

(Unfunded)

A) Break-up of expenses

1 Current service cost 235.35 114.30 212.01 303.42

2 Interest cost 147.25 34.98 131.21 27.92

3 Expected return on plan assets (197.49) - (164.83) -

4 Net actuarial (gain) / loss recognised during the

year

135.82 103.38 82.13 (82.46)

5 Total expense 320.93 252.66 260.52 248.88

B) Actual return on plan assets

1 Expected return on plan assets 197.49 - 164.83 -

2 Actuarial gain / (loss) on plan assets (29.20) - 56.05 -

3 Actual return on plan assets 168.29 - 220.88 -

C) Reconciliation of obligation and fair value of assets

1 Present value of the obligation at the end of the

year

2,113.40 594.78 2,057.16 532.34

2 Fair value of plan assets at the end of the year 1,942.51 - 2,057.20 -

3 Funded status [surplus / (deficit)] (170.89) (594.78) 0.04 (532.34)

D) Change in present value of the obligation during

the year ended 31st March, 2016

1 Present value of obligation as at 1st April, 2015 2,057.16 532.34 1,704.36 414.77


3 Interest cost 147.25 34.98 131.21 27.92

4 Benefits paid (432.98) (190.22) (128.60) (131.31)

5 Actuarial (gain) / loss on obligation 106.62 103.38 138.18 (82.46)

6 Present value of obligation as at 31st March, 2016 2,113.40 594.78 2,057.16 532.34

( ` in Lakh)


E) Change in assets during the year ended 31st March, 2016

1 Fair value of plan assets as at 1st April, 2015 2,057.20 1,704.52

2 Expected return on plan assets 197.49 164.83

3 Contribution made 150.00 260.40

4 Benefits paid (432.98) (128.60)

5 Actuarial gain / (loss) on plan assets (29.20) 56.05

6 Fair value of plan assets as at 31st March, 2016 1,942.51 2,057.20

( ` in Lakh)

F) The major category of plan assets as a percentage of total plan

Gratuity : 80% (PY80%) invested with Central Govt/ State Govt/ State Govt. Securities/ Public Sector Bonds

Fixed Deposit with PSU Banks

Leave Encashment : Unfunded



Note No : 28 other notes forMing part of the financial stateMents (contd...)28.18 Employee Benefits - AS 15 (Revised) (contd...)


Gratuity= LeaveEncashment

Gratuity LeaveEncashment

G) Actuarial Assumptions

1 Discount rate 8.00% 8.00% 8.00% 8.00%

2 Expected rate of return on plan assets 9.60% NA 9.67% NA

3 Mortality IALM (2006-08)ULTIMATE

IALM (2006-08)ULTIMATE


IALM(2006-2008)ULTIMATE

4 Salary escalation 6.00% 6.00% 6.00% 6.00%

( ` in Lakh)

c) Gratuity is administered by an approved Gratuity Fund Trust


1 Contribution to Gratuity Fund 320.89 260.40

2 Gratuity paid directly 46.95 17.66

3 Leave Encashment 252.66 248.88

620.50 526.94

( ` in Lakh) d) Amount recognised as an expense in respect of defined benefits plan as under :


Contribution to defined contribution Plan, recognised as expense for the year as under:

1 Employer's contribution to Government Provident Fund 1,027.04 801.80

2 Employer's contribution to Superannuation Fund 75.21 75.82

3 Farewell gift to retired employees 1.97 1.95

4 Medical insurance premium to retired employees 11.50 17.98

1,115.72 897.55

( ` in Lakh) e) Defined Contribution plan:

28.19 Capital work-in-progress at OCL Bengal Cement Works, Midnapore includes the following expenses / income


Finance charges 64.55 10.32

Interest 194.77 -

Others 1.47 -

(Income)/loss on investments (40.93) -

( ` in Lakh)


1) Revenue expenditure charged to statement of Profit & Loss Account

i) Salary and other benefits 255.28 190.30

ii) Raw material & stores 109.70 108.43

iii) Others 20.90 22.52

Total 385.88 321.25

2) Capital expenditure shown under fixed assets schedule – –

Grand Total 385.88 321.25

( ` in Lakh)

28.20 Research & Development Expenses

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 are as under:-


100 l

28.21 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.

28.23 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.

28.22 Disclosure on Corporate Social Responsibility Expenses

(a) Gross amount required to be spent by the Company during the year in pursuance to the provisions of Section 135 of the Companies Act,

2013 and rules made thereunder - ` 352.24 lakh (PY ` 270.24 lakh)

(b) Amount spent during the year 2015-16 and shown under Other Expenses in the Statement of Profit and Loss (Refer Note No. 27):


Sl. No. Particulars Spent in Cash Yet to be spent in

cash

Total

(i) Construction/ acquisition of any asset - - -

(ii) Other purposes other than above 396.88 - 396.88

(279.45) (279.45)

( ` in Lakh)

Annexure to our report of date for OCL INDIA LIMITED On behalf of the Board

for V Sankar Aiyar & Co. Rachna Goria Puneet Yadu Dalmia Chartered Accountants (GM Legal & Company Secretary) Managing Director






Independent Auditor’s ReportTo 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 comprise the consolidated

Balance Sheet as at 31st March, 2016 and the consolidated Statement

of Profit & 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 statements).

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 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. 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 of 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

judgments 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.


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, 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 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 judgment, 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. An audit also

includes evaluating the appropriateness of the accounting principles

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.


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 31st March, 2016, and their

consolidated profit and their consolidated cash flows 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 Rs.14865.49

lakhs as at 31st March, 2016, total revenues of Rs.15526.84 lakhs and

net cash flows amounting of Rs.368.92 lakhs for the year 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 disclosure 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.

(b) We did not audit the financial statements of a jointly controlled

entity, whose financial statements reflect the total assets of Rs.360.80

lakhs as at 31st March, 2016, total revenues of Rs.12.01 lakhs and net

cash flows amounting of Rs.8.59 lakhs 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

102 l

statements, in so far as it relates to the amounts and disclosure

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 explanation 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 the 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 section 143(3) of the Act, we report to the extent

applicable 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 of the aforesaid

consolidated financial statements.

b) In our opinion, proper books of account 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 aforesaid consolidated 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 the written representations received from the

Directors of the Holding Company as on 31st March, 2016

and 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, all incorporated in India,

none of the Directors of the Group Companies and jointly

controlled entity, all incorporated in India is disqualified as on

31st March, 2016 from being appointed as a director in terms

of section 164(2) of the Act.

f ) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate report

in “Annexure A”, which is based on the auditor’s report of

the Holding Company and a Subsidiary Company and on

the basis of Management representation in the case of a

jointly controlled entity, all incorporated in India. Our report

expresses an unmodified opinion on the adequacy and

operation effectiveness of the internal financial controls over

financial reporting in the Holding Company and its subsidiary

companies and jointly controlled entity incorporated in India.

g) 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 consolidated

financial statements – Refer Note 29.1 to the consolidated

financial statements.

ii. The Group and jointly controlled entity did not have

any material foreseeable losses, 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 holding Company and its

subsidiary Company and jointly controlled entity, all

incorporated in India.




(M.S. BALACHANDRAN)


Dated: 17-May-2016 (M. No:024282)


We have audited the internal financial controls over financial reporting

of OCL India Limited (“the Holding Company”) and its subsidiary (“the

Group”) and jointly controlled entity, all incorporated in India, as of 31st

March, 2016 in conjunction with our audit of the consolidated financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its Group

and jointly controlled entity all incorporated in India are responsible

for establishing and maintaining internal financial controls based on

the internal control over financial reporting criteria established by the

Holding Company, its group and jointly controlled entity all incorporated

in India considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting(the “Guidance Note”) issued by the Institute of

Chartered Accountants of India (ICAI). These responsibilities include the

design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and

efficient conduct of its business, including adherence to Company’s

policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as

required under the Act.


Our responsibility is to express an opinion on the Company’s internal

financial controls over financial reporting based on our audit and those

conduct by other auditors. We and other Auditors conducted our audit

in accordance with the Guidance Note and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10)

of the Act, to the extent applicable to an audit of internal financial

controls, both applicable to an audit of Internal Financial Controls and

issued by ICAI. Those Standards and the Guidance Note require that

ourselves and other auditors(We) comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in

all material respects.

The audit involves performing procedures to obtain audit evidence about

the adequacy of the internal financial controls system over financial

reporting and their operating effectiveness. The audit of internal financial

controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that

a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditor’s judgement, including

the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.


appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company’s internal financial control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting

principles. A Company’s internal financial control over financial

reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and

expenditures of the Company are being made only in accordance with

authorisations of management and directors of the Company; and (3)

provide reasonable assurance regarding prevention or timely detection

of unauthorised acquisition, use, or disposition of the Company’s assets

that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial

Reporting

Because of the inherent limitations of internal financial controls over

financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation

of the internal financial controls over financial reporting to future periods

are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, to the best of our information and according to the

explanation given to us and based on the reports of the auditors/

management, the Holding Company, a Subsidiary Company and a

jointly controlled entity, all incorporated in India, have, in all material

respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting

were operating effectively as at 31st March, 2016, based on the internal

control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the

Guidance Note issued by the ICAI.




(M.S. BALACHANDRAN)


Dated: 17-May-2016 (M. No:024282)

Annexure-A referred to in the Auditors’ report to the Members of OCL India Limited on the consolidated accounts for the year ended 31st March, 2016.

104 l

Consolidated Balance Sheet as at 31st March, 2016

for OCL INDIA LIMITED On behalf of the Board

Annexure to our report of date for V Sankar Aiyar & Co. Rachna Goria Puneet Yadu Dalmia Chartered Accountants (GM Legal & Company Secretary) Managing Director




Particulars Note No.

As at31st March, 2016

As at31st March, 2015

I. EQUITY AND LIABILITIES Shareholders’ funds Share Capital 2 1,138.50 1,138.50 Reserves and Surplus 3 1,43,414.11 1,22,665.15

1,44,552.61 1,23,803.65 Minority Interest 295.35 321.97 Non Current Liabilities

Long-term borrowings 4 1,02,809.24 1,10,227.76Deferred tax liabilities (Net) 5 11,479.11 15,266.29Other long term liabilities 6 11,947.48 14,685.33Long- term provisions 7 704.44 437.07

1,26,940.27 1,40,616.45Current Liabilities

Short-term borrowings 8 9,237.62 13,188.69Trade payables 9 - Payable to Micro enterprises and Small enterprises 125.71 64.19 - Other payables 34,224.00 29,964.89Other current liabilities 10 30,401.18 26,479.40Short- term provisions 11 6,927.81 3,205.52

80,916.32 72,902.69 Total 3,52,704.55 3,37,644.76II. ASSETS Non-current Assets Fixed assets 12

Tangible assets 1,25,296.95 1,26,886.68Intangible assets 2,493.91 2,700.96Capital work-in-progress 12,140.29 13,113.64Mines development & pre-operative expense 13 53.85 54.09

Non-current investments 14 383.82 385.34Long-term loans and advances 15 1,880.69 6,130.86

1,42,249.51 1,49,271.57Current Assets

Current investments 16 1,36,521.41 1,05,517.01Inventories 17 36,575.30 39,764.67Trade receivables 18 18,800.65 23,652.33Cash & Bank balances 19 4,158.94 9,651.45Short -term loans and advances 15 7,385.37 8,699.96Other current assets 20 7,013.37 1,087.77

2,10,455.04 1,88,373.19 Total 3,52,704.55 3,37,644.76Significant Accounting Policies 1Other notes forming part of the financial statements 29The accompanying notes form an integral part of the financial statements

(` in Lakh)


Consolidated Statement of Profit and Loss for the year ended 31st March, 2016










Particulars Note No. 2015-16 2014-15

INCOME

Revenue from operations 21 2,73,036.57 2,28,853.66

Other income 22 6,919.90 2,143.07

2,79,956.47 2,30,996.73

EXPENDITURE

Cost of materials consumed 23 50,603.45 45,483.06

Purchases of stock in trade 24 4,182.32 6,608.91

Changes in inventories of finished goods & work in progress & stock in trade 25 (1,145.97) (2,064.40)

Employee benefits expense 26 16,610.75 14,085.16

Power and fuel 35,421.99 36,045.65

Finance costs 27 13,495.39 7,960.15


Freight and forwarding expenses

On Finished goods 40,776.82 31,652.23

On Clinker transfer 8,421.15 6,063.04

Other expenses 28 65,251.01 52,905.00

2,51,249.95 2,14,714.61

PROFIT BEFORE TAX 28,706.52 16,282.12

Tax expense Current tax 9,122.11 3,291.62

MAT credit entitlement - (183.00)

Deferred tax (3,787.18) 1,625.33

PROFIT/ (LOSS) FOR THE YEAR AFTER TAX (Before adjustment for minority interest) 23,371.59 11,548.17

Less: Share of Profit/(Loss) transferred to / (from) minority interest (26.26) (13.86)

PROFIT FOR THE YEAR AFTER (After adjustment for minority interest) 23,397.85 11,562.03

EARNING PER EQUITY SHARE (Face value of ` 2/- each) - Refer note no 29.11

1) Basic (`) 41.12 20.32

2) Diluted (`) 41.12 20.32

Significant Accounting Policies 1



(` in Lakh)

106 l

Consolidated Cash Flow Statement for the year ended 31st March, 2016


A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax from continuing operations 28,706.52 16,282.12

Adjustment for:


Loss/ (Profit) on sale of fixed assets (39.50) (106.20)

Effect of exchange rate difference (89.72) 13.32

Profit on sale of investments (4,869.45) (397.51)

Loss on sale of investments 28.42 -

Interest expense 13,495.39 7,960.15

Interest on investments (523.80) (83.24)

Diminution in value of investments 9.61 -

Unrealized foreign exchange on consolidation net Gain/

(Loss)

96.78 36.84

Dividend on investments (409.86) (1,070.92)

25,330.91 22,328.25

Operating profit before Working Capital changes 54,037.43 38,610.37

Adjustments for Working Capital changes

Increase/ (decrease) in trade payables 4,320.63 7,705.98

Increase/ (decrease) in short term provisions 145.67 300.27

Increase/ (decrease) in other current liabilities 6,034.49 439.79

Increase/ (decrease) in other long term liabilities (2,737.85) 2,422.12

Increase/ (decrease) in other long term provisions 267.37 161.34

Decrease/ (increase) in trade receivables 4,851.68 2,793.97

Decrease/ (increase) in inventories 3,189.37 (4,710.02)

Decrease/ (increase) in long term loans and advances (87.03) (1,080.36)

Decrease/ (increase) in short term loans and advances 1,314.59 2,383.01

Decrease/ (increase) in other current assets (5,925.60) (473.89)

Decrease/ (increase) in other non current assets - 27.93

11,373.32 9,970.14

Cash generated from operations 65,410.75 48,580.51

(Tax paid) / refund received (net) 315.96 (3,527.08)

Net cash from operating activities 65,726.71 45,053.43

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (13,930.90) (12,439.78)

Sale/write off of fixed assets 316.15 204.78

Interest receipt on investments 523.80 83.24

(Loss) on sale of investments (28.42) -

Profit on sale of investments 4,869.45 397.51

Purchase of current investments (Net) (31,012.49) (81,003.88)

Dividend on investments 409.86 1,070.92

Net cash generated / (used) in investing activities (38,852.55) (91,687.21)

(` in Lakh)


Consolidated Cash Flow Statement for the year ended 31st March, 2016


C. CASHFLOW FROM FINANCING ACTIVITIES

Increase/ (decrease) in long term borrowings (9,255.79) 55,124.65

Increase/ (decrease) in short term borrowings (3,951.07) 2,637.41

Effect of exchange rate difference 89.72 (13.32)

Dividend paid (2,276.01) (2,276.01)

Taxes on dividend paid (926.68) (386.81)

Interim dividend paid (2,276.01) -

Interest expense (13,770.83) (8,011.16)

Net Cash from financing activities (32,366.67) 47,074.76

Net changes in Cash and bank balances (5,492.51) 440.98

Net Increase / (-) Decrease in cash and bank balances

Balance at the end of the year 4,158.94 9,651.45

Balance at the beginning of the year 9,651.45 9,210.47


(` in Lakh)










108 l

Notes to the Consolidated Financial Statement for the year ended 31st March, 2016

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 Limited

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 Profit or Loss in accordance with Accounting Standard (AS) 21- ‘Consolidated Financial Statements’.

iii) Interest in Joint Venture has 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 liabilities 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, 2016.

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 & Intangible

Assets under development are shown at cost.

Note No : 1 significant accounting policies



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 Depreciation Life

Residual 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% 9.5% 25

Means of Transportation 4 5% 23.75% 8

Electronic Equipment 3 5% 31.67% 5

iv) Intangible assets are measured at cost and amortised so as to reflect the pattern in which the assets’ economic benefit is consumed. The

useful life has been estimated as 3-5 years in case of computer software.

v) In respect of Step-down 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 upon crystallization. Income from services are accounted when they

becomes due. Interest income is recognised on time proportionate basis. Dividend income is accounted when the right to receive the same is

established.

In case of Step-down Subsidiary Company (OCL China Limited) income from services is recognised in the accounting period in which it is

received.

1.5. Pre-Operative Expenses (Mines Development Expenses & Other Pre-Operative Expenses).

The Pre-Operative Expenses relate to the Joint Venture Company, Radhikapur (West) Coal Mining Pvt. Limited. The JV Company and the

venturers have been allotted coal block by GOI, Ministry of Coal. All the expenditure incurred till 31.03.2015 is classified as ‘Mines Development

& Pre-Operative Expenses pending capitalization under pre-operative expenses.

i) Mines Development Expenses– Direct: The cost related to acquisition of exploration right and Bank Guarantee expenses for Government

royalty assurance are grouped under this head.

ii) Mines Development Expenses –Direct – Interest Receipts: The Company was called 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 after 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) Mines Development Expenses –Indirect and Administrative: The expenses are capitalized as the operations are yet to be commenced. 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 developmental 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 Standalone Financial Statements.

Note No : 1 significant accounting policies (contd...)

110 l


SlNo

Name of the Shareholders 31st March, 2016 31st March, 2015 No. of Shares held % of Holding No. of Shares held % of Holding

1 Dalmia Cement (Bharat) Limited (holding company w.e.f. 25.02.2015)

4,24,79,273 74.66 4,24,79,273 74.66

2 Dharti Investments and Holdings Limited 31,55,867 5.55 33,75,584 5.93

d) Details of shareholders holding more than 5% shares in the Company

b) Terms/ Rights attached to Equity Shares

The Company has issued only one class of equity shares having a par value of ` 2 per share. Each equity shareholder is entitled to one vote per

share. The Company had declared and paid dividends in Indian rupees.

During the year ended 31st March 2016, the amount of interim dividend per share recognised for distribution and distributed to equity

shareholders is ` 4 (Previous year: Final Dividend was ` 4).

In event of liquidation of the company, the holders of equity 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 equity 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.

e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil

Note No : 2 share capitalParticulars 2015-16 2014-15

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) Equity Shares of `2 each 1,272.64 1,272.64

Subscribed & Paid up Shares

5,69,00,220 (Previous Year: 5,69,00,220) Equity 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

( ` in Lakh)

Particulars 31st March, 2016 31st March, 2015

No. of Shares (` in Lakh) No. of Shares (` in Lakh)

Equity Shares outstanding at the beginning of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

Equity Shares issued during the year - - - -

Equity Shares bought back during the year - - - -

Equity Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period


Note No : 3 reserVes anD surplusParticulars 2015-16 2014-15Capital ReserveOpening Balance 717.13 722.92Add/(less): Capital subsidy (6.68) (6.43)Add/(less): Minority share 0.67 0.64Closing Balance 711.12 717.13

Securities Premium ReserveOpening Balance 19,600.00 19,600.00

Foreign Currency Translation ReserveOpening Balance 1,094.66 1,047.94Add/(less): Arised during the year 96.78 36.84Add/(less): Minority share of interest (0.31) 9.88Closing Balance 1,191.13 1,094.66

Debenture Redemption ReserveOpening Balance 1,838.85 1,526.35Add/(less): Transfer from Surplus balance 3,723.65 312.50Closing Balance 5,562.50 1,838.85

General ReserveOpening Balance 84,497.28 72,497.28Add: Transfer from Surplus balance - 12,000.00Closing Balance 84,497.28 84,497.28

Surplus/ (Deficit)Balance as per the last financial statements 14,917.23 18,407.05Add/(less): Profit / (Loss) for the year 23,371.59 11,548.17Less: Appropriations

Proposed Dividend (` Nil per share, PY ` .4) - 2,276.01Tax on Proposed Dividend - 463.34Interim Dividend (` 4 per share, PY Nil) 2,276.01 - Tax on Interim Dividend 463.34 - Transfer to Debenture Redemption Reserve 3,723.65 312.50Transfer to General Reserve - 12,000.00Minority Share of Profit (26.26) (13.86)Total Appropriations 6,436.74 15,037.99

Net Surplus in the Statement of Profit and Loss 31,852.08 14,917.23Total reserves and surplus 143,414.11 122,665.15

( ` in Lakh)


Note No : 4 long terM BorroWingsParticulars Non Current Current

2015-16 2014-15 2015-16 2014-15 Secureda) Redeemable Non-Convertible Debentures

State Bank of India @ 9.90%*(Redeemable in 3 equal annual installments w.e.f 2019-20)

49,500.00 49,500.00 - -

SBI Life Insurance Company Ltd. @ 9.90%* 10,500.00 10,500.00 - - (Redeemable in 3 equal annual installments w.e.f 2019-20)Life Insurance Corporation of India @ 10.80% ^(Redeemable during 2014-15 to 2016-17)

- 2,400.00 2,400.00 2,400.00

Total (Gross) 60,000.00 62,400.00 2,400.00 2,400.00Less: Shown under other current liabilities - - (2,400.00) (2,400.00)Total (Net) 60,000.00 62,400.00 - -

* The debentures are 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 Rajgangpur Cement Works (Odisha), Kapilas Cement Manufacturing Works (Cuttack) & OCL Bengal Cement Works (Midnapore, WB).

^ The debentures are secured by way of first pari passu charge over fixed assets (present and future) of the Cement Division of the Company.

( ` in Lakh)

112 l

Note No : 4 long terM BorroWings (contd...)Particulars Non Current Current

2015-16 2014-15 2015-16 2014-15

b) Term Loans

From Banks



– 2,327.49 – 964.00



– 3,553.08 – 1,420.00



– 4,356.00 – 644.00

Export Import Bank of India #


11,500.00 – – –

Export Import Bank of India (Foreign Currency Loan) #


– 746.56 – 995.41



15,373.28 15,373.28 – –

HDFC Bank Limited **

(Repayable in 60 monthly installments from Feb, 2015)

27.56 35.57 8.01 7.25

United Bank of India $

(Repayable in 26 quarterly installments from Sept, 2015)

– 437.06 – 93.75

State Bank of India, Sanghai Branch *

(Yearly Maturity and Renewable)

– – 1,428.56 1,627.37

Bank of Baroda, Dubai Branch *

(Repayable in quarterly installments till Oct 2016)

– 184.98 194.29 367.77

From Others

International Finance Corporation @

(Repayable in 13 half yearly installments from Oct, 2010)

– 3,156.94 3,156.94 3,156.92

International Finance Corporation(Foreign Currency Loan)@

(Repayable in 14 half yearly installments from Jun, 2016)

15,908.40 17,656.80 2,651.40 –

Total (Gross) 42,809.24 47,827.76 7,439.20 9,276.47

Less: Shown under other current liabilities – – (7,439.20) (9,276.47)

Total (Net) 42,809.24 47,827.76 – –

Total (Gross) (a+b) 1,02,809.24 1,10,227.76 9,839.20 11,676.47

Less: Shown under other current Liabilities (Refer note

no.10)

– – (9,839.20) (11,676.47)

Total (Net) (a + b) 1,02,809.24 1,10,227.76 – –

( ` in Lakh)

# 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 specific vehicle loan) of the Cement Division, (both present and future) and further secured by second pari pasu charge on

all current assets of the Company.

** The loan is secured by way of first & exclusive charge on the vehicle purchased therefrom.

$ Secured by First charge on fixed assets of the Cement Division of the 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 the guarantee given by the holding company OCL India Limited

@ 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 a second charge on all present and future current

assets of the borrower to be shared pari passu with other lenders and existing lenders to the Cement Division of the borrower in respect of the

existing debt.




Note No : 5 DeferreD taX liaBilities (net)Particulars 2015-16 2014-15

Liabilities :

Depreciation 16,639.80 17,394.21

Less: Adjustment of 80IA 2,730.00 –

Total (a) 13,909.80 17,394.21

Assets :

Difference of value of stock u/s 145A of the Income Tax Act, 1961 554.82 324.64

Expenses allowable in computing taxable income on payment basis 1,170.23 694.77

Exchange loss on loan for capital expenditure – 293.91

Preliminary expenses 0.08 0.08

Provision for doubtful debts & obsolescence 705.56 814.52

Total (b) 2,430.69 2,127.92

Net Liability (a-b) 11,479.11 15,266.29

( ` in Lakh)

Note No : 6 other long terM liaBilitiesParticulars 2015-16 2014-15

Trade payables (Due to Micro & Small enterprises- Nil, PY Nil) – 3,151.35

Security deposit 11,947.48 11,533.98

Total 11,947.48 14,685.33

( ` in Lakh)

Note No : 7 long terM proVisionsParticulars 2015-16 2014-15

Provision for mines reclamation liability 167.17 –

Employee benefits

Leave encashment (unfunded) 537.27 437.07

Total 704.44 437.07

( ` in Lakh)

* Working capital facilities (fund based & non-fund based limits) are secured by first pari passu charge over stocks, stores, raw materials, inventories,

work in progress, finished goods and also book debts, bills and money 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.

Note No : 8 short terM BorroWingsParticulars 2015-16 2014-15

Secured

a) Loans repayable on demand

Cash credits from bank * 1,020.00 10,918.79

b) Other Loans and advances

Buyer’s credit from bank * 8,217.62 2,269.90

Total 9,237.62 13,188.69

( ` in Lakh)

114 l

Note No : 9 traDe paYaBlesParticulars 2015-16 2014-15Micro & Small Enterprises 125.71 64.19

Others 34,224.00 29,964.89

Total 34,349.71 30,029.08

( ` in Lakh)

Particulars As at

31st March, 2016

As at

31st March, 2015(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, of the MSMED Act, 2006

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

– –

( ` in Lakh)Disclosure as per Section 22 of ‘The Micro, Small and Medium Enterprises Development Act 2006’:

Note No : 10 other current liaBilitiesParticulars 2015-16 2014-15Current maturities of long-term debts (Refer note no 4) 9,839.20 11,676.47

Interest accrued but not due on borrowings 573.79 849.23

Income received in advance (on commercial Paper) 266.48 –

Unpaid dividends # 211.30 106.92

On capital account 2,792.18 2,870.92

Security deposits 3,634.80 2,510.29

Advance payments from customers 5,257.56 4,303.71

Other payables

- Processing fees/other liabilities 66.64 44.72

- Statutory dues 4,234.49 3,984.79

- Directors’ commission 57.00 44.55

- Deferred revenue liability 3,361.79 –

- Others 105.95 87.80

Total 30,401.18 26,479.40

# There is no amount due & outstanding to be credited to the Investor Education & Protection Fund

( ` in Lakh)

Note No : 11 short terM proVisionsParticulars 2015-16 2014-15Employee benefits

- Gratuity (funded) 170.89 –

- Leave encashment (unfunded) 57.51 95.27

- Superannuation (funded) 17.81 19.13

Others

- Exchange rate fluctuation - Forward Contracts 14.18 0.26

- Income Tax (net of Tax Payments) 6,315.97 –

- Proposed Dividend – 2,276.01

- Tax on Proposed Dividend – 463.34

- Others 351.45 351.51

Total 6,927.81 3,205.52

( ` in Lakh)



Note No : 12 fiXeD assetsParticulars Gross Block Depreciation / Amortization Net Block

As at 01.04.2015

Additions Disposals / Adjustments

As at 31.03.2016

Up to 31.03.2015

For the year

On disposals

Up to 31.03.2016

As at 31.03.2016

As at 31.03.2015

a Tangible Assets

Land 655.93 – 0.43 655.50 – – – – 655.50 655.93

Land under lease 2,993.24 – – 2,993.24 196.39 46.45 – 242.84 2,750.40 2,796.85

Buildings 17,393.56 7,018.03 (13.82) 24,425.41 6,098.59 1,542.08 – 7,640.67 16,784.74 11,294.97

Plant and Equipment 2,17,674.01 7,942.57 449.93 2,25,166.65 1,09,678.47 14,551.35 292.10 1,23,937.72 1,01,228.93 1,07,995.54

Plant & Equipment under lease 574.06 15.48 1.71 587.83 545.36 – 0.93 544.43 43.40 28.70

Furniture and Fixtures 906.88 215.95 15.02 1,107.81 479.93 141.52 1.13 620.32 487.49 426.95

Vehicles 5,339.62 522.62 422.62 5,439.62 4,181.31 403.54 355.72 4,229.13 1,210.49 1,158.31

Office Equipments 2,733.89 395.59 109.29 3,020.19 1,972.91 427.03 91.87 2,308.07 712.12 760.98

Railway Line 4,597.47 1.56 – 4,599.03 2,839.25 345.84 – 3,185.09 1,413.94 1,758.22

Live Stock 10.23 1.56 1.85 9.94 – – – – 9.94 10.23

Total (a) 2,52,878.89 16,113.36 987.03 2,68,005.22 1,25,992.21 17,457.81 741.75 1,42,708.27 1,25,296.95 1,26,886.68

b Intangible Assets

Goodwill on Consolidation 2,343.89 – – 2,343.89 – – – – 2,343.89 2,343.89

Computer Software 960.41 6.23 – 966.64 603.34 213.28 – 816.62 150.02 357.07

Total (b) 3,304.30 6.23 – 3,310.53 603.34 213.28 – 816.62 2,493.91 2,700.96

Total (a) & (b) 2,56,183.19 16,119.59 987.03 2,71,315.75 1,26,595.55 17,671.09 741.75 1,43,524.89 1,27,790.86 1,29,587.64

Previous Year 2,42,064.61 14,918.34 799.76 2,56,183.19 1,11,324.34 16,013.97 742.76 1,26,595.55 1,29,587.64 1,25,705.34

c Capital Work In Progress 12,140.29 13,113.64

Total – – – – – – – – 12,140.29 13,113.64

( ` in Lakh)

Notes1 Gross Block includes amount added in 1985 on revaluation of Land `132.31 lakh, Buildings `1,200.64 lakh and Plant and Machinery `1,917.55 lakh as

carried out by an external independent valuer. Since the valuation was carried out long back the indices applied by the valuer is not available

2 Additions to Fixed Assets and Capital Work-in-Progress include net borrowing cost of `384.76 lakh capitalised during the year (Previous Year `625.09 lakh).

3 Goodwill arising on consolidation is shown under intangible assets.

4 Additions to Fixed Assets and Capital work-in-progress include `576.27 lakh (Previous Year Nil), towards adjustments of foreign exchange loss/ (gain) on long term foreign currency borrowings.

5 There has been no impairment loss on assets during the year.


116 l

Note No : 13 Mines DeVelopMent & pre operatiVe eXpensesParticulars 2015-16 2014-15

Mines development & pre-operative expenses:

Mines 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

53.85 74.05

Less: Interest received on FD for issue of bank guarantee – 24.53

Total (A) 53.85 49.52

Mines development administrative expenses

Auditor's remuneration – 0.05

Bank charges – 0.04

Filing fees – 1.78

Travelling & conveyance – 0.73

Advertisement expenses – 0.21

Application fees – 0.34

Depreciation – 0.34

Printing & stationery – 0.15

Salary, Bonus, Leave Encashment & medical reimbursement – 14.31

Office rent – 0.51

Telecommunication expenses – 0.09

General expenses – 0.76

Professional fees – 3.73

Preliminary expenses – 0.44

Books and periodicals – 0.01

Chanda & subscription – 0.13

Insurance premium (` Nil, PY ` 184/-) – –

Corporate Social Responsibility expenses – 0.25

Postage & telegram – 0.01

Power & fuel – 0.03

Taxi hire charges – 0.80

Delegate fees (` Nil, PY ` 334/-) – –

Computer & peripherals – 0.01

Rates & taxes – 0.01

Legal expenses – 0.76

Fees & subscription (` Nil, PY ` 79/-) – –

Repairs & maintenances Others (` Nil, PY ` 428/-) – –

Other interest (` Nil, PY ` 315/-) – –

Loss on theft of television – 0.01

Rounded off (PY ` 0.12) – –

Survey work – 1.70

– 27.20

Less: Interest received on fixed deposit – 22.59

Less: Interest received from Income Tax Department – 0.04

Total (B) – 4.57

Total (A+B) 53.85 54.09

Note: Amount below ` 500/- are given in bracket

( ` in Lakh)



Note No : 14 non current inVestMentsTRADE - Unquoted - At Cost Face Value

`

2015-16 2014-15

No. of Shares /

Units

Amount No. of Shares /

Units

Amount

Equity Instruments - Fully paid up

Joint Venture

Radhikapur (West) Coal Mining Pvt Ltd (Note 28.7) 10 38,35,000 383.35 38,35,000 383.35

Others

First Capital India Limited 6 – – 166 0.01

India Information Technology Limited (Nil, PY `10) 10 – – 1 –

Total (a) 383.35 383.36

( ` in Lakh)


NON TRADE - Unquoted - At Cost Face Value

`

2015-16 2014-15No. of Shares /

Units

Amount No. of Shares /

Units

Amount

Equity Instruments - Fully paid upOthers

Crescent Finstock Limited 10 – – 1,400 –

Gujarat Composite Limited 10 – – 16 –

Ispat Profiles India Limited (PY ` 75) 10 – – 50 –

Bagalkot Udyog Limited 1 – – 100 0.01

Orissa Industries Limited 10 – – 73,450 1.40

The Scindia Steam Navigation Company Ltd 20 – – 504 0.06

The Travancore Cements Limited 10 – – 100 0.01

Digvijay Finlease Limited 10 – – 25 –

Indo Flogates Limited 10 – – 100 0.01

Bagalkot Cement & Industries Ltd 10 – – 1 –

Kanoria Sugar & General Mfg.Co Ltd (PY `183) 10 – – 25 –

Magnesite & Minerals Limited 10 – – 100 0.01

Usha Ispat Limited 10 – – 100 0.01

Orind Exports Limited (PY ` 201) 10 – – 100 –

Debentures or BondsNon-convertible Secured - Fully paid up

8% - Indian Chamber of Commerce 100 12 0.01 12 0.01

Non-convertible Secured - Partly paid up8% - Indian Chamber of Commerce - 25 2 - 2 -

Fractional (` 50)

Others - Fully Paid upCo-operative Society 100 50 0.05 50 0.05

Property Rights in Holiday Resort 0.41 0.41

Total (b) 0.47 1.98 Less: Provision for diminution in the value of Investments -

Total ( A + B) 383.82 385.34

Quoted Investments - -

Unquoted Investments 383.82 385.34

Total 383.82 385.34

Note: Cost below ` 400/- are given in brackets

( ` in Lakh)

118 l

Note No : 15 loans anD aDVancesParticulars 2015-16 2014-15

Non Current Current Non Current Current

Capital Advances

(a) Secured - considered good 268.39 - 261.58 -

(b) Unsecured - considered good 98.59 - 1,123.32 -

Security Deposits

(a) Unsecured, considered good 1,066.10 532.17 1,081.05 616.62

Loans and Advances to Related Parties

(a) Unsecured, considered good - 0.81 - 1.90

Other Loans and Advances

(a) Secured, considered good

Loan to employees 1.84 2.77 10.13 12.66

(b) Unsecured, considered good

- Balance with Government Department - 3,024.39 - 3,493.57

- Loans / advances recoverable in cash / kind 35.64 3,678.61 114.99 4,424.75

- Loans / advances to employees 19.11 146.62 26.67 150.46

- MAT credit entitlement 391.02 - 391.02 -

- Advance income tax (net of provision for taxation) - - 3,122.10 -

(c) Unsecured - considered doubtful - 65.22 - 13.60

Less: Provision for doubtful advances - 65.22 - 13.60

Loan and Advances (Net) 1,880.69 7,385.37 6,130.86 8,699.96

( ` in Lakh)



Note No : 16 current inVestMentsParticulars 2015-16 2014-15

Non Current Current Non Current Current

NON TRADE - Unquoted - At Cost or NAV whichever is lower

a) Investments in Commercial Paper - - 30,000.00 24,905.82

b) Units of Mutual Funds - Fully Paid up

UTI Treasury Advantage Fund-Inst. Plan-DD-Reinv. - - 1,23,386 1,236.72

UTI Money Market Fund SIP Growth 3,66,760 6,190.06 - -

Birla Sunlife Saving Fund-Inst.-DD-Reinv. - - 32,59,664 3,269.82

BSL-Saving Fund-Growth 69.85 - -

BSL-Saving Fund-Growth Regular Plan 1,66,117 456.03 - -

BSL-Cash Plan Growth 26,91,415 6,480.00 - -

BSL Floating Rate Fund -Long Term-GRP - - 1,79,31,034 30,000.00

BSL-Saving Fund-Growth Regular Plan 34,50,260 10,000.00 - -

IDFCUSTF-Growth - - 37,59,835 700.79

IDFC-DBF-Quarterly Dividend-Regular Plan - - 4,96,59,573 5,264.66

IDFC Money Manager Fund -Treasury Plan -DD - - 70,71,731 709.53

ICICI Prudential Flexible Income Plan Premium - DD - - 2,87,069 303.53

ICICI Prudential Inst. Short term Plan-Div Reinv. Fortnight - - 41,127 4.98

ICICI Prudential Flexible Income Regular Plan - Growth 36,872 100.00 1,14,17,450 30,000.00

ICICI Prudential Savings Fund Growth 5,63,484 1,250.00 - -

ICICI Prudential Banking & PSU Debt Fund 69,43,145 1,150.00 - -

SBI - SHF- Ultra Short term Fund - Regular Plan- DD - - 1,408 14.15

SBI-DBF-RPG 70,00,000 700.00 70,00,000 700.00

Templeton India Short term Income Retail Plan - - 35,256 800.00

Franklin India Ultra Short Bond Fund - SIP - DDR - - 4,00,84,128 4,040.20

HDFC High Income Fund DP Growth 54,20,772 2,614.87 - -

HDFC Floating Rate Income Fund STP-WO-DR 1,93,03,614 4,715.47 3,53,81,850 3,566.81

HDFC Short Term Opport. Fund Growth 3,71,75,670 5,700.00 - -

HDFCFMP_1161 Days 50,00,000 500.00 - -

DSP Black Rock Ultra Short Term Fund RP Growth 8,26,96,117 8,672.00 - -

DSP Black Rock Liquid Fund RP Growth 3,38,937 7,270.00 - -

Reliance Short Term Fund Plan Growth 3,31,46,338 8,721.62 - -

Reliance Arbitrage Equity Fund MDP Growth 2,98,67,619 3,131.25 - -

Kotak Arbitrage Equity Fund MDP Growth 1,94,30,973 2,096.81 - -

Kotak Short Term Bond Fund Growth 2,86,54,177 7,750.00 - -

Kotak Liquid Debt Fund Growth 1,09,814 1,903.33 - -

Kotak Liquid Fund Growth 1,95,354 5,957.08 - -

Kotak Income Opport. Fund Growth 3,12,99,512 5,000.00 - -

Kotak Treasury Advantage Fund Growth 1,84,77,814 4,410.00 - -

Sundaram Ultra Short Term Fund RP Growth 1,82,68,948 3,715.00 - -

IIFL Income Opport. Fund Growth 27,00,000 306.13 - -

Indiabulls Short Term Fund Growth 53,500 660.00 - -

Indiabulls Liquid Fund EP Growth 3,42,174 5,000.00 - -

DHFL Pramerica Insta Cash Fund Growth 6,45,351 1,260.00 - -

DHFL Pramerica Ultra Short Term Fund Growth 41,23,666 750.00 - -

Sub total (b) 1,06,529.50 80,611.19

Less: Provision for diminution in the value of investments 8.09 -

Net Investment in Mutual Fund (b) 1,06,521.41 80,611.19

Total Current Investment (a+b) 1,36,521.41 1,05,517.01

Net Asset Value of item no (b) (Mutual Funds) 1,09,552.68 80,760.98

( ` in Lakh)


120 l

Note No : 17 inVentories (refer note 1.6 for mode of valuation)Particulars 2015-16 2014-15

Raw materials and components

In Stock 8,054.63 7,845.41

In Transit 235.63 207.49

Work-in-progress

In Stock 3,008.20 3,008.43

In Transit 344.37 -

Finished goods

In Stock 12,021.38 9,260.23

In Transit 513.67 876.55

Stock-in-trade

In Transit 1,066.94 2,663.37

Stores, spares, fuel.

In Stock 9,383.79 9,387.70

In Transit 1,477.07 5,768.34

Packing material

In Stock 444.93 713.23

Loose Tools

In Stock 24.69 33.92

Total 36,575.30 39,764.67

( ` in Lakh)

Note No : 18 traDe receiVaBlesParticulars 2015-16 2014-15

a) Outstanding for a period exceeding six months from the date they are due for payment

- Secured, considered good 129.37 438.00

- Unsecured, considered good 1,823.33 1,319.79

- Unsecured, considered doubtful 1,550.70 1,642.00

3,503.40 3,399.79

Less: Provision for doubtful debts 1,550.70 1,642.00

Total (a) 1,952.70 1,757.79

b) Others

Secured, considered good 3,874.71 8,448.53

Unsecured, considered good 12,973.24 13,446.01

Total (b) 16,847.95 21,894.54

Total (a+b) 18,800.65 23,652.33

( ` in Lakh)



Note No : 19 cash & BanK BalancesParticulars 2015-16 2014-15

Cash & Cash Equivalents

Balance with banks:

- In current accounts 3,580.51 7,293.69

- In deposit with original maturity of less than 3 months 146.37 1,766.32

- In unpaid dividend account 211.30 106.92

Cheques, drafts in hand - 1.83

Cash in hand 217.14 409.55

Stamps in hand - 0.03

Other Bank Balances

Deposits earmarked - 69.86

Deposits with original maturity of more than 3 months 3.62 3.25

Total 4,158.94 9,651.45

( ` in Lakh)

Note No : 20 other current assetsParticulars 2015-16 2014-15

Interest accrued but not due 87.15 210.12

Claims & other receivables

- Considered good 1,413.01 860.76

- Considered doubtful 10.43 9.22

Assets held for sale (at lower of net book value and net realisable value) 24.02 2.79

VAT Incentive receivable 5,412.88 -

Others 76.31 14.10

7,023.80 1,096.99

Less: Provision for doubtful debts 10.43 9.22

Total 7,013.37 1,087.77

( ` in Lakh)

Note No : 21 reVenue froM operations (refer note no. 1.4 on revenue recognition)Particulars 2015-16 2014-15

Sale of Products

Cement 2,52,350.09 2,11,296.29

Refractories 23,561.91 29,041.21

Power 74.95 437.11

Others -clinker 9,031.39 3,940.55

Sale of Traded Products

Pet coke 3,231.10 1,693.41

Refractories 9,486.01 11,395.81

Sale of Services

Marketing services 558.54 981.75

Business auxiliary services 11.92 10.08

VAT Incentive 9,412.88 -

Other Operating Revenue 2,904.94 2,078.86

3,10,623.73 2,60,875.07

Less: Excise duty 37,587.16 32,021.41

Total 2,73,036.57 2,28,853.66

( ` in Lakh)


122 l

Note No : 23 cost of Materials consuMeD - (refer note- b below)Particulars 2015-16 2014-15

i) Limestone (Own Quarry) 9,489.34 8,956.47

ii) Gypsum 2,912.61 1,898.01

iii) Slag 18,273.28 15,608.80

iv) Purchased Clinker 140.44 -

v) Others # 19,787.78 19,019.78

Total 50,603.45 45,483.06

Notes:

a) # None of these individually account for more than 10% of the total cost of material consumed

b) Expenses included in the cost of materials consumed

Salaries and wages 750.92 692.75

Contribution to Provident and other funds 79.59 91.11


Payment to contractors for services 967.08 1,417.56

Power and fuel 1,025.22 973.99

Consumption of stores and spare parts 2,241.99 2,469.11

Repairs to machinery 1,587.99 1,327.79

Repairs to buildings 13.19 0.95

Royalty and Cess 4,439.61 2,113.19

Rent 2.85 -

Rates and taxes 106.08 112.17

Insurance 29.88 37.70

Sundry sales/ income (1,509.98) (52.83)

Total 9,784.21 9,233.98

( ` in Lakh)

Note No : 24 purchase of gooDs traDeDParticulars 2015-16 2014-15

Pet coke 1,258.38 4,240.21


Total 4,182.32 6,608.91

( ` in Lakh)


Note No : 22 other incoMeParticulars 2015-16 2014-15

Interest Receipts - on deposits, tax refunds and from customers etc. 1,347.95 282.51

Profit on sale of assets 53.01 158.39

Gain due to Exchange rate difference other than considered as Finance cost (Net) 78.27 80.56

Dividends from Investments in mutual funds-current 409.86 1,070.92

Profit on sale of current Investments 4,869.45 397.51

Other Non-Operating Income 161.36 153.18

Total 6,919.90 2,143.07

( ` in Lakh)


Note No : 26 eMploYee Benefits eXpense (refer note 1.8 of standalone on employee benefits)Particulars 2015-16 2014-15

Salaries, wages, bonus and gratuity 14,043.55 12,068.05

Contribution to Provident and other funds 1,265.17 1,080.73

Contribution to Provident and other funds - contractors' employees 409.13 335.25

Workmen and Staff welfare expenses 892.90 601.13

Total 16,610.75 14,085.16

( ` in Lakh)

Note No : 27 finance costsParticulars 2015-16 2014-15

Interest expense

On term loans, debentures and deposits 11,218.65 6,422.55

To banks and others 688.81 164.11

Other borrowing costs 1,431.41 1,056.65

Applicable net gain/loss on foreign currency transactions and translation 156.52 316.84

Total 13,495.39 7,960.15

( ` in Lakh)

Note No : 25 changes in inVentories of finisheD gooDs, WorK in progress & stocK in traDeParticulars 2015-16 2014-15Stocks at the beginning of the year

Finished goods 10,136.79 8,451.28

Traded goods 2,663.37 580.13


15,808.59 13,744.19

Less: Stocks at the end of the year (refer note below)

Finished goods 12,582.42 10,136.79

Traded goods 1,019.57 2,663.37


16,954.56 15,808.59

(1,145.97) (2,064.40)Notes:-Stock in Tradea) Finished goods

Cement 3,788.65 3,101.86


12,582.42 10,136.79b) Traded goods

Cement 431.58 2,353.08

Refractories 587.99 310.29

1019.57 2,663.37c) Work in progress

Cement 2,103.47 2,063.85

Refractories 1,249.10 944.58

Total 3,352.57 3,008.43

( ` in Lakh)


124 l

Note No : 28 other eXpensesParticulars 2015-16 2014-15

Consumption of stores, spare parts 3,575.22 3,269.08

Packing materials 9,478.58 9,658.98

Repairs and maintenance

- Machinery 6,209.49 6,809.48

- Buildings 910.31 1,043.86

- Others 151.15 245.32

Payments to contractors for services 8,156.44 6,432.98

Payments for services 103.20 82.97

Royalty and Cess 4.94 5.96

Rent 1,418.38 1,085.05

Rates and taxes 1,682.10 1,480.20

Excise duty on stock and others 450.00 247.40

Clearing handling & warehousing (Cement) 4,687.53 4,603.56

Commission to selling agents 1,110.90 1,017.49

Rebates, discounts and allowances 820.26 756.39

Insurance 364.96 383.93

Travelling 934.55 847.61

Advertisement and publicity 4,864.36 2,469.69

Legal charges 114.82 148.97

Directors' travelling and conveyance 7.19 18.88

Directors' fees 29.56 31.25

Commission to non-Executive Directors 57.00 49.50

Charity and donations 400.00 329.50

Loss on sale of current investments 28.42 -

Assets written off and loss on sale of assets 13.51 52.19

Provision for obsolescence in inventory 33.59 9.79

Provision for doubtful debts - 232.90

Bad debts written off 147.16 4.30

Payment to outside agency 12,659.66 4,729.24

Mines restoration expense 38.92 -

CSR expenses (refer note 29.17) 396.88 248.89

Diminution in value of investment & investment written off 9.61 351.45

Miscellaneous expenses 6,392.32 6,258.19

Total 65,251.01 52,905.00

( ` in Lakh)



Note No : 29 other notes forMing part of the financial stateMents


A. Not Provided for:-

a) Claims against the Company not acknowledged as debts 12,912.66 11,643.96

b) Demand raised by following authorities in dispute:

- Excise & Service Tax 3,795.40 3,756.38

- Customs 65.09 -

- Sales Tax, VAT, CST & Entry Tax 1,505.47 1,255.54

- Income tax matters 100.23 296.10

- Income tax matters (for Joint Venture Company) 4.64 -

Based on favourable decisions in similar cases, legal opinion taken by the Company, discussions with the solicitors etc, the Company believes that

there is a fair chance of favourable decisions in respect of the items listed above and hence no provision is considered necessary against the same.



Statutory Auditors

As an Auditor

Audit fee 23.76 23.40

Tax audit fee 4.00 4.00

In Other Capacities

Taxation matters 1.54 1.03

Certification of quarterly limited review 7.00 7.00

Certification of other statements 6.90 6.75


Cost Auditor

Audit fee 1.00 1.00


( ` in Lakh)29.3 Remuneration to Auditors and Expenses

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 Board of Directors has, at its meeting held on 28th March, 2016, approved the Scheme of Arrangement and Amalgamation amongst OCL

India Limited, Dalmia Cement East Limited, Shri Rangam Securities & Holdings Limited, Dalmia Bharat Cements Holdings Limited and Odisha

Cement Limited. The said Scheme has been filed with the Stock Exchanges and shall be submitted with the High Court(s) on its approval by the

Stock Exchanges.

29.6 In respect of license 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 Lakh (PY 734.80 Lakh)in equity shares of the JV Company which includes ` 383.35 Lakh (PY 383.35 Lakh) being

proportionate value of shares to be transferred to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint

Venture Partners.

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 process of assessing the recoverability of the amount invested of ` 351.45 Lakh in the Joint Venture Company

‘Radhikapur (West) Coal Mining Private Limited’. As a matter of prudence, a provision for similar amount has been made in the accounts during

the earlier year.


29.2 Estimated amount of contracts remaining to be executed on capital account (net of advances) 2,463.16 3,483.41

and not provided for.

126 l


29.8 Bank balances includes `0.45 Lakh (PY ` 0.45 Lakh)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 29.6 above.


Figures in brackets are in respect of previous year.

Notes:

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.

29.9 Segment Disclosure (AS - 17)

Particulars Cement Refractory Others Unallocable Total

Segment operating revenue

External 2,74,100.41 33,606.46 - 11.92 3,07,718.79

(2,17,367.36) (41,419.24) - (9.61) (2,58,796.21)

Segment result

Profit / (Loss) before tax and interest 50,275.31 --3,855.40 --4,218.00 42,201.91

(26,610.31) (2,231.00) -(4,599.04) (24,242.27)

Less : Interest --13,495.39 --13,495.39

(7,960.15) (7,960.15)

Profit before tax 28,706.52

(16,282.12)

Provision for taxation - Current --9,122.11 --9,122.11

-(3,291.62) -(3,291.62)

- Deferred 3,787.18 3,787.18

-(1,625.33) -(1,625.33)

- MAT credit entitlement - -

(183.00) (183.00)

Profit after tax 23,371.59

(11,548.17)

Other Information

Segment assets 1,69,795.42 43,016.34 1,39,892.79 3,52,704.56

(1,84,602.08) (43,323.61) (1,09,719.07) (3,37,644.76)

Segment liabilities 58,991.59 9,173.67 1,39,986.68 2,08,151.94

(52,888.21) (9,094.18) (1,51,858.71) (2,13,841.10)

Capital expenditure including capital WIP 14,649.62 447.13 49.49 15,146.24

(11,918.38) (162.07) (68.41) (12,148.86)

Depreciation 16,530.25 1,081.47 59.37 17,671.09

(14,965.53) (956.69) (91.75) (16,013.97)

Non cash expenses other than depreciation :

Provision for Leave encashment 72.55 --2.73 --7.38 62.44

(66.88) (39.72) (10.97) (117.57)

( ` in Lakh)




29.10 Related Party Disclosures (AS-18)

a) Related parties and their relationship with whom transaction have taken place during the year :

1) Key management personnel: Shri Puneet Yadu Dalmia (Managing Director)

Shri Mahendra Singhi (CEO & Whole Time Director),

Shri Amandeep Gupta (Whole Time Director & CEO, Cement Division)

Relatives: Shri Y H Dalmia

2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formerly Dalmia Bharat Enterprises 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:

Dalmia Institute of Scientific & Research (DISIR)

Calcom Cement India Ltd

Adhunik Cement Pvt Ltd

Dalmia Cement East Limited

Dalmia Refractories Limited


1) Transactions with parties referred in (1) above:

a) Remuneration /Pension 1,207.81 1,160.55

b) Fixed Deposit repaid - 28.05

c) Interest Expense - 0.99

d) Service received - 12.52

e) Rent Paid - 77.21

f ) Payable at the year end 730.00 -


a) Service rendered 0.05 0.09

b) Service received 6,759.03 2,816.11

c) Payable at the year end 880.55 1,025.06


a) Purchase of goods 1,959.88 -

b) Sale of goods 1,452.92 -

c) Service rendered 76.24 0.52

d) Service received 3,940.07 8.41

e) Receivable at the year end 77.54 0.08

f ) Payable at the year end 1,979.01 -


a) Purchase of goods 624.91 430.64

b) Sale of goods & fixed assets 9,313.09 4,707.39

c) Trade license fees received 26.80 -

d) Service rendered 0.55 52.15

e) Service received 131.76 196.29

g) Receivable at the year end 1,912.33 1,006.70

h) Payable at the year end 121.91 89.93

( ` in Lakh)b) Transactions with above in ordinary course of business:

128 l


29.10 Related Party Disclosures (AS-18) (contd...)


Remuneration

Shri M H Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 103.05

Shri R H Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 343.70

Shri D D Atal (Ceased to be KMP w.e.f 31.03.2015) - 282.82

Shri Amandeep Gupta 186.50 -

Shri Gaurav Dalmia (Ceased to be KMP w.e.f 31.03.2015) - 348.66

Shri Puneet Dalmia 1,021.30 -

Purchase of goods

Calcom Cement India Limited 47.40


Dalmia Bharat Sugar & Industries Limited - 83.54

Dalmia Bharat Limited 577.52 329.27

Sale of goods and fixed assets

Calcom Cement India Limited 917.05 3,031.32

Dalton International Limited - 1,096.72



Dalmia Cement East Limited 8,284.82 499.87



Service rendered


Dalmia Cement (Bharat) Limited 76.24 -

Dalmia Cement East Limited(Trade License) 26.80 -

Service received


Dalmia Cement (Bharat) Limited 3,940.07 8.41

Dalmia Bharat Limited 6,759.03 2,816.11

DISIR 131.76 131.40


Receivable at the year end



Dalmia Refractories Limited - 47.77

Calcom Cement India Limited 614.62 188.32

Dalmia Cement East Limited 1,202.98 -


Dalmia Cement (Bharat) Limited 77.54 0.08

Payable at the year end


Dalmia Bharat Limited 880.55 1,025.06



( ` in Lakh)c) Disclosure of Material transactions with Related Parties





29.11 Earning per share (EPS) AS - 20


Profit after tax 23,397.85 11,562.03

Weighted Average No. of equity shares of `2 each as on 31st March, 2016

Basic & Diluted (No in Lakh) 569.00 569.00

EPS (`)

Basic & Diluted 41.12 20.32

( ` in Lakh)

29.12 Foreign Currency Exposure

Particulars Currency 2015-16 2014-15

i) Hedged - Forward contracts for imports USD 3.34 1.00

Euro 0.96 0.50


Foreign currency loan availed under buyers' credit USD 59.44 36.00

Creditors USD - 35.44

Interest accrued on term loan & buyers' credit USD 4.44 3.32

ii) Not hedged Trade receivables USD 4.93 9.54

Euro 6.58 4.11

GBP 0.09 7.67

Trade payables USD 20.54 99.82

Euro 6.51 8.32

JPY 11.17 6.67

GBP 0.19 0.21

Cash & bank balance USD (CY 1259.75, PY 5.75) 0.01 -

GBP (CY 1.20, PY 1.20) - -

EURO (CY 236.66, PY 6.66) - -

RMB 0.01 0.03

JPY 0.01 0.01

Kwacha 0.30 0.30


PCFC loan USD 1.89 4.89

EURO 7.19 5.63

GBP 0.08 4.33

Interest accrued on term loan & buyers credit USD 0.31 0.18

Foreign currency loan availed under buyers' credit USD 64.54 -

( ` in Lakh)

130 l



29.13 Employee Benefits - AS 15 (Revised)

a) The Company has determined the liability for Employee benefits as at 31st March, 2016 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 31st March, 2016



Encashment

(Unfunded)


Encashment

(Unfunded)

A) Break-up of expenses


2 Interest cost 147.25 34.98 131.21 27.92

3 Expected return on plan assets (197.49) - (164.83) -

4 Net actuarial (gain) / loss recognised during the

year 135.82 103.38 82.13 (82.46)

5 Total expense 320.93 252.66 260.52 248.88

B) Actual return on plan assets

1 Expected return on plan assets 197.49 - 164.83 -

2 Actuarial gain / (loss) on plan assets (29.20) - 56.05 -

3 Actual return on plan assets 168.29 - 220.88 -

C) Reconciliation of obligation and fair value of assets

1 Present value of the obligation at the end of the

year

2,113.40 594.78 2,057.16 532.34

2 Fair value of plan assets at the end of the year 1,942.51 - 2,057.20 -

3 Funded status [surplus / (deficit)] (170.89) (594.78) 0.04 (532.34)

D) Change in present value of the obligation during

the year ended 31st March, 2016

1 Present value of obligation as at 1st April, 2015 2,057.16 532.34 1,704.36 414.77


3 Interest cost 147.25 34.98 131.21 27.92

4 Benefits paid (432.98) (190.22) (128.60) (131.31)

5 Actuarial (gain) / loss on obligation 106.62 103.38 138.18 (82.46)

6 Present value of obligation as at 31st March, 2016 2,113.40 594.78 2,057.16 532.34

( ` in Lakh)


E) Change in assets during the year ended 31st March, 2016

1 Fair value of plan assets as at 1st April, 2015 2,057.20 1,704.52

2 Expected return on plan assets 197.49 164.83

3 Contribution made 150.00 260.40

4 Benefits paid (432.98) (128.60)

5 Actuarial gain / (loss) on plan assets (29.20) 56.05

6 Fair value of plan assets as at 31st March, 2016 1,942.51 2,057.20

( ` in Lakh)

F) The major category of plan assets as a percentage of total plan

Gratuity : 80% (PY80%) invested with Central Govt/ State Govt/ State Govt. Securities/ Public Sector Bonds

Fixed Deposit with PSU Banks

Leave Encashment : Unfunded




29.13 Employee Benefits - AS 15 (Revised) (contd...)


Gratuity= LeaveEncashment

Gratuity LeaveEncashment

G) Actuarial Assumptions

1 Discount rate 8.00% 8.00% 8.00% 8.00%

2 Expected rate of return on plan assets 9.60% NA 9.67% NA

3 Mortality IALM (2006-08)ULTIMATE



IALM(2006-2008)ULTIMATE

4 Salary escalation 6.00% 6.00% 6.00% 6.00%

( ` in Lakh)

c) Gratuity is administered by an approved Gratuity Fund Trust


1 Contribution to Gratuity Fund 320.89 260.40

2 Gratuity paid directly 46.95 17.66

3 Leave Encashment 252.66 248.88

620.50 526.94

( ` in Lakh) d) Amount recognised as an expense in respect of defined benefits plan as under :


Contribution to defined contribution Plan, recognised as expense for the year as under:

1 Employer's contribution to Government Provident Fund 1,027.04 801.80

2 Employer's contribution to Superannuation Fund 75.21 75.82

3 Farewell gift to retired employees 1.97 1.95

4 Medical insurance premium to retired employees 11.50 17.98

1,115.73 897.55

( ` in Lakh) e) Defined Contribution plan:

29.14 Capital work-in-progress at OCL Bengal Cement Works, Midnapore includes the following expenses / income


Finance charges 64.55 10.32

Interest 194.77 -

Others 1.47 -

(Income)/loss on investments (40.93) -

( ` in Lakh)


1) Revenue expenditure charged to statement of Profit & Loss Account

i) Salary and other benefits 255.28 190.30

ii) Raw material & stores 109.70 108.43

iii) Others 20.90 22.52

Total 385.88 321.25

2) Capital expenditure shown under fixed assets schedule - -

Grand Total 385.88 321.25

( ` in Lakh)

29.15 Research & Development Expenses

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 are as under:-

29.16 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.

132 l



29.17 Disclosure on Corporate Social Responsibility Expenses

(a) Gross amount required to be spent by the Company during the year in pursuance to the provisions of Section 135 of the Companies Act,

2013 and rules made thereunder - ` 352.24 lakh (PY ` 270.24 lakh)

(b) Amount spent during the year 2015-16 and shown under Other Expenses in the Statement of Profit and Loss (Refer Note No. 27):

Sl. No. Particulars Spent in Cash Yet to be spent in

cash

Total

(i) Construction/ acquisition of any asset - - -

(ii) Other purposes other than above 396.88

(PY 279.45) (PY 279.45)

( ` in Lakh)

29.18 Disclosure as per Requirement of Schedule - III

Particulars Net Assets/ (Total Assets- Total Liabilities)

Share in Profit / (loss)

As % of consolidated net

assets

Amount As % of consolidated profit or loss

Amount

Parent OCL India Limited 97.01% 1,40,510.24 100.88% 28,960.38

Subsidiaries Indian Odisha Cement Limited 0.00% 4.08 0.00% (0.27)

Foreign OCL Global Limited 4.25% 6,151.77 -0.05% (15.73)

OCL China Limitied 2.90% 4,197.87 -0.91% (262.58)

Minority Interests in all subsidiaries 0.20% 295.35 0.09% 26.26

Joint Ventures(as per proportionate consolidation)

Indian Radhikapur (West) Coal Mining Pvt Limited 0.25% 358.24 0.04% 10.20

Elimination 4.60% 6,669.59 0.05% 14.52

Total 100.00% 1,44,847.96 100.00% 28,706.52

( ` in Lakh)

29.19 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.

Annexure to our report of date for OCL INDIA LIMITED On behalf of the Board

for V Sankar Aiyar & Co. Rachna Goria Puneet Yadu Dalmia Chartered Accountants (GM Legal & Company Secretary) Managing Director




A Product | [email protected]

Forward-looking statements

This document contains statements about expected future events and financial and operating results of OCL India Limited, which are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the management’s discussion and analysis of the OCL India Limited Annual Report, 2015-16.

Corporate office7th, 11th & 12th Floor, Hansalaya Building,

15, Barakhamba Road, New Delhi - 110 001

Website: www.oclindialtd.in

E-mail: [email protected]