OCL India Limited Annual Report 2014-15 Annual Report 2014-15
02 Accelerating CONTENTS Value Creation
Corporate Overview Business Overview 02 04 Financial Highlights 12 About OCL India 14 Growth
Management Reports
Management Discussion and 15 06 Analysis Directors’ Report 20 Optimization Corporate Governance 24 Report Annexures to Directors’ 34 Report 08
Financial Statements Acceleration Standalone Financial 60 Statements Consolidated Financial 89 10 Statements Sustainability
Cautionary Statement Statements made in this report describing industry outlook as well as the Company’s plans, policies and expectations may constitute ‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Corporate Information
Board of Directors Statutory Auditors Pradip Kumar Khaitan V. Sankar Aiyar & Co. Chairman Chartered Accountants Puneet Yadu Dalmia Managing Director Registered Office Gaurav Dalmia Rajgangpur – 770 017 (Odisha) Gautam Dalmia District Sundargarh D. N. Davar V. P. Sood Corporate Office Sudha Pillai 17th Floor, Narain Manzil, Jayesh Doshi 23, Barakhamba Road, Mahendra Singhi New Delhi – 110 001 Whole Time Director & CEO Amandeep Registrar and Share Whole Time Director & CEO Transfer Agent (Cement Division) C B Management Services (P) Limited President P-22, Bondel Road, R. H. Dalmia Kolkata - 700 019 Company Secretary Rachna Goria
Bankers/Financial Institutions State Bank of India United Bank of India Punjab National Bank UCO Bank Axis Bank Limited International Finance Corporation Export Import Bank of India Yes Bank Limited HSBC Bank Annual Report 2014-15
Focused and Steady – two distinguishing traits that summarise more than six-decades rich legacy of our Accelerating integrated Cement and Refractory businesses. Staying focused on the developmental needs of our operating Value Creation geography of Eastern India, we have remained committed to offer high quality cement to the housing, infrastructure and commercial sectors. While our cement focus has remained concentrated on Eastern India, we have served the developing and developed economies across the globe with our niche refractory products.
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Rajgangpur, Odisha
We have steadily expanded our capabilities across our captive power plants with generation capacity of product portfolio, manufacturing locations and market 54 MW. In Refractory business also, we have grown from geographies, the pace of which has accelerated over one unit to two units and installed capacities from 1.06 the last 7 years. The first strategic investment in our lakh tonnes to 1.31 lakh tonnes. Company by our parent, Dalmia Bharat Group through While steadily growing, we have also enhanced our its subsidiary Dalmia Cement (Bharat) Limited (DCBL) responsibility quotient. Our drive for environmental in 2008 triggered our expansion phase. Since then, our conservation has resulted in cumulative plantation manufacturing units have grown from one to three, installed of over 200,000 trees, renewable power capacity of capacities from 1.7 MnT to 6.7 MnT, market footprint from 2.5 MW and reduced emission of green house gases. two states to five states and improved market share in Having become a part of country’s leading cement Eastern India with deeper penetration into states through Group, Dalmia Bharat during the year under review, we distinguished positioning. During this expansion phase, are geared up to accelerate our value creation over the we have achieved backward integration by investing in coming years.
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Growth
Consistent performance lends predictability to growth. Cement Capacity Expansion (MnT) At OCL India, we steadily strengthen our growth Plant Locations FY08 FY10 FY14 foundations in a holistic manner, with a firm belief that Rajgangpur, Odisha 1.80 4.00 4.00 the impact must be visible on social, environmental Kapilas, Odisha - 1.35 1.35 and economic aspects of progress of our operating geographies. Medinipur, West Bengal - - 1.35 Total 1.80 5.35 6.70 Our third manufacturing unit, which is also our first unit outside Odisha was commissioned in March 2014 at Medinipur, West Bengal. The plant possesses state-of- the-art machinery and technology to produce Portland Slag Cement and Portland Pozolana Cement. The 1.35 MnT plant has taken our cumulative installed capacity to 6.7 MnT besides expanding our reach to West Bengal, a major cement consuming market in Eastern India. Growing our brand portfolio at the beginning of FY15, we launched a premium brand ‘Konark DSP’ – (Dhalai special) high strength cement specially designed for
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Bengal Cement Works (BCW), Medinipur, W.B.
casting. Offering high endurance concrete casting, Net Worth (` in Cr) great compressive strength and zero transit loss through its tamper and moisture proof packaging, the brand generated instant acceptance and appreciation 1,241 across all serving markets - Odisha, Jharkhand, Bihar 1,153 and West Bengal. 1,072 The result of all round capability development was visible in our comparative performance during the year. 903 Against the regional volume growth of 7%, we achieved an impressive volume growth of 20% in cement. During 884 the year under review, we reported a revenue growth of 18% and operating profit growth of 11%. Your Company is committed towards maximising value for stakeholders which is witnessed in the improved Net FY11 FY12 FY13 FY14 FY15 Worth of around 10% CAGR over last five years.
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Optimization
Power Consumption/ At OCL India, optimum utilization of resources has always remained our way of life. ‘Maximum output Ton of Cement Produced (Kwh/T) through minimum input’ is the mantra we follow. Holistic growth needs constant enrichment of the internal capabilities. At OCL India, we are staying focused in strengthening our production and logistics 82 81 functions in order to further improve our operational efficiencies. 75 73 The Company undertook various cost reduction and 69 efficiency improvement initiatives during the year. As result of our efforts in energy efficiency, our power consumption/unit reduced from 73 Kwh to 69 Kwh.
FY11 FY12 FY13 FY14 FY15
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Centralised Control Room
Another area bearing significant headroom for efficiency Fuel Mix (on calorific value basis) improvement was initiating and enhancing the use of pet coke and other alternate fuel. Q1 FY15 Q2 Y15 Q3 FY15 Q4 FY15 Coal 100% 92% 85% 68% The Company has invested in railway siding at all the locations with one of the railway siding at Medinipur, Petcoke 0% 8% 14% 31% West Bengal is about to get commissioned by end of Alteranate fuel 0% 0% 1% 1% FY16. This will help us to further optimize the logistics Total 100% 100% 100% 100% cost. Aligning with the best practices of the group, we shall drive significant further improvement in our operational efficiencies. The Company is looking at achieving operational synergies with the other units of Dalmia Bharat Group.
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Acceleration
With a resolve to enhancing our market share in the Konark DSP Sales as Eastern India, we adopted innovative marketing and percentage of total trade sales (%) product augmentation strategies. Our new plant at Medinipur, West Bengal achieved a quick ramp up in its first year of operation, FY15. 14 The resultant enhanced access to West Bengal market 12 coupled with our newly introduced premium cement under ‘Konark DSP’ brand led to a rapid surge in our 8 market share to 10% during the year from 8% recorded a year ago. 4
Q1 FY15 Q2 FY15 Q3 FY15 Q4 FY15
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The share of Konark DSP sales to total trade sales has State wise Market Share been on an increasing trend since the launch of the brand. FY15 FY14 Odisha 23.3% 22.1% Going forward, we plan to entrench deeper in the Eastern India markets by further expanding our distribution West Bengal 8.4% 6.1% network and retail touch points. The Company focuses Bihar 6.5% 5.2% on lifting the brand salience through intensive marketing Jharkhand 8.2% 7.6% and promotion campaign. Total 9.9% 8.3%
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Sustainability
Cement Clinker Ratio (x) To conduct in a socially and environmentally responsible manner is a key value of OCL India trait. Throughout the history, we have contributed to a healthy and inclusive 2.3 growth of our adjoining habitats. 2.0 2.0 1.9 1.9 The Company has taken step to conserve mineral resources and fossil fuels. In order to minimize the usage of minerals, we increased the usage of slag in Portland Slag Cement from 48% to 56% during the year under review. We are one of the largest users of FY11 FY12 FY13 FY14 FY15 slag, a process waste of the steel industry. Our clinker conversion ratio of 2.3x, one of the highest in the country, means lower consumption of input for each bag of cement produced.
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Inter Village Dalmia Cup Football Tournament Dr. APJ Abdul Kalam inaugurated ‘OCL Eye Centre’
Cycle Rally ‘World Environment Day 2014’ at Rajgangpur
These initiatives apart from preserving minerals have sewage water treatment plant also caters to effluent also helped Company in achieving significant cost discharge of Rajgangpur Municipality. savings. Going forward, the Company intends to Our plant observes ‘No-Vehicle Day’ once in a week. increase the usage of alternate fuel and slag. Promoting the concept of green building, we have used All these initiatives have started to further limit our fly ash concrete blocks in our housing colonies. Also, in carbon footprint, thereby aiding to a greener tomorrow order to tap potential of renewable sources of energy, and a sustainable growth. we have commissioned 2.5 MW solar power plant at Kapilas Cement works. We have made significant contributions to water and energy conservation. Our water conservation initiatives One of our dream projects in association with renowned include re-cycle and re-use, creation & up-keep of water LV Prasad Eye Institute (LVPEI) came to fruition during bodies, groundwater re-charging and rooftop rainwater the year when our former President, late Dr. APJ Abdul harvesting. Besides our own industrial township, our Kalam inaugurated ‘OCL Eye Centre’ in February 2015.
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Financial Highlights
Particulars UOM FY 15* FY 14* FY 13* FY 12 FY 11 Gross Operating Income Cr 2,603 2,209 2,104 1,663 1,684 Net Operating Income Cr 2,283 1,929 1,849 1,470 1,485 EBITDA Cr 351 306 421 207 314 Cash Profit Cr 278 235 344 132 250 Profit before Tax Cr 163 143 230 38 152 Profit after Tax Cr 115 108 159 32 114 Net worth Cr 1,241 1,153 1,072 903 884 Loan Funds Cr 1,351 773 826 730 852 Cash & Cash Equivalents Cr 1,152 337 410 260 390 Non Current Investments Cr 4 4 4 49 8 Net Block (including WIP) Cr 1,427 1,466 1,265 1,212 1,270 Other Net Current Assets Cr 145 208 213 125 65 Operating Profit margins % 15 16 23 14 21 Net Debt to Equity x 0.2 0.4 0.4 0.5 0.5 Interest Coverage x 3.1 2.6 3.8 1.1 3.1 Return on Net Worth % 9 9 15 4 13 Current Ratio x 2.60 1.70 1.49 1.67 1.77 Dividend Rate % 200 200 200 100 200 Dividend Payout Ratio % 20 21 14 36 20 Share Price on 31st March ` 450 184 142 100 110 Market Capitalisation Cr 2,559 1,046 807 570 626 *Consolidated Financials
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A sustainable business model creating value for stakeholders
Particulars UOM FY 15 FY 14 FY 13 FY 12 FY 11 Clinker Production MnT 1.95 1.75 1.39 1.24 1.64 Cement Production MnT 4.21 3.29 2.54 3.08 3.41 Cement Sales MnT 4.27 3.39 3.46 3.10 3.34
Net Sales (` in Cr) Cement Sales Volume (MnT)
2,283 4.27
1,929 1,849 3.34 3.46 3.39 3.10 1,485 1,470
FY11 FY12 FY13 FY14 FY15 FY11 FY12 FY13 FY14 FY15
Market Capitalisation (` in Cr) Net Debt (` in Cr)
2,559
462 469 416 436
1,046 199 807 626 570
FY11 FY12 FY13 FY14 FY15 FY11 FY12 FY13 FY14 FY15
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This is OCL India
The Company was incorporated in 1949 and the The Company has 6.7 MnT of installed capacity with cement plant went on stream during 1951. During manufacturing plants in Odisha and West Bengal. The the year Dalmia Bharat Cement Limited, a subsidiary plant serves primarily four states in Eastern India – Odisha, West Bengal, Bihar and Jharkhand. OCL India of Dalmia Bharat Limited acquired balance promoter has one of the most modern dry process cement plants shareholding in OCL india Ltd. and increased its stake in India. ‘Konark’ cement brand manufactured by OCL in the Company from 48.4% to 74.6%. The Company is amongst the market leader in Eastern India and has has contributed towards nation building and has emerged as a premium brand. supplied cement to many landmark projects, one of OCL India commissioned its refractory plant in the which is Hirakud Dam in Odisha. year 1954, which today has grown into one of the largest composite refractory plants in the country. It manufactures various grades of refractories catering mainly to steel industry. “OCL India Refractory division is the first Indian refractory manufacturer to have secured the coveted ISO 9001 certification for all its refractory products. Globally OCL India is amongst the few select producers of coke oven silica bricks.”
The Businesses Cement Total installed cement capacity is 6.7 MnT with manufacturing plants located at Odisha (Rajgangpur & Kapilas) and West Bengal (Medinipur). During the year, OCL helped in nation building by supplying cement to the following projects: • NTPC ultra mega power plant, Sundergarh • National Institute of Technology, Rourkela • IIT, Bhubaneswar
Refractory OCL India commenced Refractory operations in 1954. It has become one of the largest and best-equipped state-of-the-art Refractory plants in India covering a wide range of products for use in the ferrous and non- ferrous Industries. Its customer base spreads from iron and steel to cement, aluminum, glass, copper, chemicals and hydrocarbon industries. The different refractory products made by your Company are silica refractories for coke ovens, high alumina refractories for blast furnace stoves, basic refractories, magnesia carbon bricks, purging refractories and slide gate refractories. The refractory division has the capacity of 1.31 lakh tonnes.
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Management Discussion & Analysis
INDIAN ECONOMY As per Central Statistical Office (CSO), Indian economy ambitious scheme of “Housing for All-2022”. Under has witnessed growth in Gross Domestic Product from this scheme, the Government would build 60 million 6.9% in FY13-14 to 7.4% in 2014-15 (based on the houses for the people. This will generate a huge new base 2011-12). The Government with an aim to demand for Cement Industry. strengthen the economy is focused towards continued • Infrastructure expenditure: Infrastructure is crucial reforms in fiscal and monetary policies. The significant for any economy to grow. In India, facilities such as fall in crude oil prices has helped in bringing down the road, sanitation and electricity are still estimated to be inflation leading to improved foreign currency reserves. inadequate. Hence, India has significantly enhanced Also, Reserve Bank of India has reduced the repo rate its focus towards building its infrastructure for a twice by 25bps points each since January, 2015 to sustainable economic growth. In the union-budget, support the economic activities. The increased liquidity there is a provision of ` 70,000 Crore for building in the system will lead to better availability of funds, infrastructure in FY16, up from ` 50,000 Crore in giving a push to the housing and infrastructure sector. FY15 budget. Overall, there is optimism for economic growth to gain momentum. • Dedicated freight corridor: A 3300 KM long dedicated freight corridor is going to be built by INDIAN CEMENT INDUSTRY Dedicated Freight Corridor Corporation of India Limited between Eastern and Western regions as The total installed cement capacity in India stands part of two such corridors proposed in East - West around 400 MnT. India is the second largest cement and North - South India. manufacturer in the World. The housing sector is the biggest consumer of cement in India with 67% Threats share followed by infrastructure (13%), commercial construction (11%) and industrial construction (9%). • Supply dependency: The performance of the Cement Industry depends on regular and consistent FY14-15 has witnessed moderate cement demand supply of coal and logistic infrastructure. The growth which is expected to improve on account increasing cost pressure on these accounts has of improving macroeconomic indicators. The policy adverse impact on margins. initiatives taken by the Government like building affordable houses, AMRUT (Atal Mission for • Legal/Regulatory constraints: Increasing complexity Rejuvenation and Urban Transformation) scheme and involved in land acquisition and environmental smart cities would act as a thrust to cement demand. clearances are acting as constrain for organic growth Also, the slowing pace of capacity addition will lead to in Cement sector. improved capacity utilization of the industry. REFRACTORY EASTERN INDIA Cement SECTOR The Industry has a growth forecast of around 3.1% year Eastern India reflects approximately 17% of India’s on year basis at Global scale and is likely to reach to 47.9 cement demand and 13% of the total installed capacity. million tonnes by 2020. The world Refractory market is The cement demand in Eastern India has grown at a estimated to be of the size of around US$ 30 billion CAGR of 8% compared to 4% all India growth over last of which China alone contributes around 43.6%. The five years. growth of the Industry has been slow in past because of the slow growth of downstream industries like Iron and Opportunities steel manufacturing, Cement etc. • Housing Sector: With 100% FDI allowed in real Indian Refractory Industry has production capacity estate, the housing sector in India is expected of around 2.4 million tons with bulk supplies to steel to revive with the steady economic growth. In plants. The Refractories market in India is approximately addition to this, the Government has announced an around ` 6000 crore and is growing at a steady state.
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has total installed capacity of 6.7 MnT of Cement with manufacturing facilities located at Rajgangpur & Kapilas in Odisha and Medinipur in West Bengal. It has captive power generation capacity of 54 MW. Flagship brand of the Company, ‘Konark’ is the most trusted brand in Eastern India. Its newly launched ‘Konark DSP’ is a premium brand which is fast expanding its reach in premium segment market. With a strong presence across the four states – Odisha, West Bengal, Bihar and Jharkhand - OCL India is one of the leading players in Eastern Region. Your Company has refractory presence through two manufacturing units located at Rajgangpur, Odisha and China. The total refractory capacity is 1.31 lakh tonnes.
SEGMENT WISE PERFORMANCE Cement • The Company had a considerably well-off year compared to the Industry. The Company’s sales volume improved by 23.9% at 4.3 MnT as compared to 3.4 MnT in FY14. It has put an aggressive focus on marketing and brand improvement through concerted efforts. The Company has expanded its market presence and grown aggressively in FY15 Opportunities backed by its new plant in Medinipur in West Bengal. The policy change made by Government in mining The market share for the Company in Eastern India sector and initiatives taken by the Government in the has grown from 8.3% in FY14 to 9.9% in FY15. infrastructure sector and increased thrust for affordable Dalmia Bharat Group continued its cost reduction housing would spur demand for steel, Cement and drive across units. Few cost reduction measures glass, thereby leading to better growth prospects for initiated in OCL India were (a) Increased slag the Refractory Industry. Also latest trend of adoption percentage in Portland Slag Cement (PSC) (b) of advanced technology and Customized Refractory reduction in slag procurement prices and (c) products would also help enabling growth. introduction of petcoke usage. These initiatives Threats helped in reduced variable costs per tonne by 8%. • Demand in steel Industry: Iron and steel Industry REFRACTORY accounts for about 70% of the total demand for Refractory. There is a steep fall in the demand for The Refractory division of the Company has the unique steel due to a decline in the infrastructure sector and distinction of being a highly environment friendly fall in China’s Steel Consumption. manufacturing unit with its international presence in almost all steel and glass producing continents. Amidst • Imports from China: Refractory import from China is constrain demand scenario; the Company retained its more economical in India as compared to indigenous counter share with majority of the customer by getting refractory products. This is on account of abundant repeat orders. This has been made on account of quantity of bauxite and magnesite available in China. flexible manufacturing processes at our works along COMPANY PROFILE with capability of manufacturing customized products. Your Company is a leading player in Eastern India and The Company has continued focus on exports. It has is part of Dalmia Bharat Group through its subsidiary been able to enter new markets in Middle-East while Dalmia Cement (Bharat) Limited (DCBL). It is engaged retaining the existing markets. in the manufacture of Cement and Refractories. The Development of these products will open up new Cement business contributes 84% of total revenue and markets in stainless steel Industry as well in refining of 92% of total EBITDA of the Company. Your Company alloy steel used for very critical applications.
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FINANCIAL PERFORMANCE HIGHLIGHTS Variable Cost per tonne of Cement (`/T) Profit & Loss Account Analysis 1,880 Total Income 1,615 1,625 The Company’s Gross Operating Income stood at 1,497 ` 2,603 crore in FY15, up by 18% as compared to ` 2,209 crore in FY14. Operating EBITDA EBITDA for the year under review stood at ` 351 crore in FY15 as against ` 306 crore in the previous year, up 15% YoY. Depreciation FY12 FY13 FY14 FY15 Depreciation cost for the year under review stood at Total Assets ` 144 crore in FY 2015 as against ` 131 crore in the Total Assets of the Company increased to ` 3,376 crore previous year, up 9% YoY. on 31st March, 2015 from ` 2,584 crore a year ago. Financial Charges Cash & Cash Equivalents Financial charges went up marginally from ` 71 crore in Cash & Cash Equivalents stood at ` 1,152 crore, FY14 to ` 73 crore in FY15. including current investments as on 31st March 2015, Other Income as compared to ` 337 crore as on 31st March 2014. Other Income for the year was ` 29 crore in FY15 as Inventories and Sundry Debtors compared to ` 39 crore in FY14. As on 31st March 2015, inventories and sundry debtors Total Tax Expense stood at ` 398 crore and ` 237 crore respectively. The Total Tax Expense stood at ` 47 crore, higher by 33% corresponding figures as on 31st March 2014 were on YoY basis, comprising of current tax of ` 30 crore, ` 351 crore and ` 264 crore respectively. MAT Credit entitlement of ` 2 crore and Deferred Tax of Loans and Advances ` 7 crore. Total Loans and Advances of ` 148 crore include Short Net Profit Term Loans and Advances of ` 97 crore, primarily on Consolidated Net Profit for FY15 was ` 115 crore as account of subsidy receivable. compared to ` 108 crore in FY14. MANAGEMENT OUTLOOK Balance Sheet Analysis The Company would continue to pursue its sales and Net worth marketing program with a view to gain penetration and Total Net worth of the Company stood at ` 1241 crore market share across its operating geographies. It would as on 31st March, 2015 as against ` 1153 crore as on also strive to increase the sales of its recently launched 31st March, 2014. premium brand “Konark DSP”. It would also maintain a sharp focus on efficiency improvement through further • Reserves and Surplus stood at was ` 1,227 crore as reduction of usage of minerals and energy. on 31st March, 2015. Out of this, the surplus in Profit & Loss Account was ` 149 crore. The net impact of new government’s growth focused • Paid-up Equity Capital stood at ` 11 crore as on programs and policies, coupled with its special 31st March, 2015 comprising of 5,69,00,220 equity attention on the development of the Eastern region is shares of ` 2 each (Fully paid-up) expected to add momentum to cement demand across our operating geographies. Loan Funds Total Loan fund stood at ` 1351 crore as on 31st March, HUMAN RESOURCES 2015 as against ` 773 as on 31st March, 2014. Net debt of the Company was at ` 199 crore as on 31st March, OCL India treats its human capital to be the core 2015 as against ` 436 crore 31st March, 2014. enabler of its business fortunes. Making continued investment in the capability development and career
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progression aspect of its employees, the Company vector borne diseases involving 17306 participants, remains committed to provide them an encouraging, an ongoing “Maternal & Child Health Care Project” equitable and safe work environment. With the addition in partnership with “SEWAK”, a state level NGO of a new plant, the Company’s resource pool expanded reaching in 38 villages in Lanjiberna mines area, to 1484 employees. Mobile Medical Services in 12 villages in Cuttack in collaboration with Help Age India with 12170 The Company encourages internal postings with a beneficiaries, construction of low cost toilets view to provide growth opportunities to the talented benefitting 625 family members of 99 households in employees. The Company has also entered into long Midnapore. term wage settlement with the recognized unions granting increase in wages and other benefits of • Our education initiatives included promoting workmen working in its Cement, Refractory and 12 remedial education centers for primary and Lanjiberna Mines. secondary school students benefitting 646 students, running 5 bridge course centers in tribal AWARDS AND RECOGNITIONS hamlets of Cuttack covering 197 students, providing financial assistance for higher education to 73 poor The Company has been receiving recognition for its meritorious students, career counselling to 6052 work through various initiatives and programs. A few of school students in partnership with an NGO called them are listed hereunder: Nirman. • Recognised as “Fastest Growing Cement Industry • Our livelihood skill development initiatives during the in Small Category” by ASAPP (Publisher of Indian year included connecting 109 unemployed youths Cement Review Magazine) in January 2015 to skill training programs of various developmental • Quality Circle Gold Award in 22nd CCQC (Chapter agencies, 21 of which got jobs post training, Convention Quality Circles)-2014 at Rourkela providing nursing training to girls, providing mobile phone repairing training to unemployed youths. • Lanjiberna Limestone and Dolomite mines bagged 6 prizes at the 52nd Annual Mines Safety Week • Our sports promotion initiatives included providing celebration, 2014 hockey coaching to 50 rural youths in under-14 age group at Lanjiberna, 10 out of which 10 have • The Cement Division bagged the third position in the qualified for state level coaching; supporting 80 ‘Environment Excellence Award, 2013’ organized by youths to participate in Rajiv Gandhi Khel Abhiyan at India Chamber of Commerce for focus Rajgangpur. • Greentech Environment Award - 2015 – The Company bagged Silver Award under “Chemical” INFORMATION MANAGEMENT sector OCL India is on a growth path and Information Business Responsibility Technology has a critical role to play as a force multiple in sustaining and delivering more with less resources. As a responsible business deeply intertwined into the Project Kushal is an outbound logistics process socio-cultural fabric of its operating geographies, OCL automation initiative. The implementation using bar India deeply believes in the tenet of ecological balance code scanning and a mobility solution enables the to be paramount to business sustainability. Improving plants to service orders faster and has brought down the quality of life of its surrounding communities and shipment cost settlement cycle time from two months conservation of environment remain central to its to below one week. business decisions. Company’s CSR geographies include Rajgangpur, Lanjiberna and Cuttack in Odisha One of the critical success factor to ensure sustained and Medinipur in West Bengal. growth and meeting the market demand is to ensure uninterrupted production in our plants. To improve Key intervention domains of its structured CSR plant reliability, we have implemented the Reliability programs are healthcare, education, vocational skill Strategy (four pillars of Maintenance - Planning, and environment. The essence and the key initiatives of Inspection, Execution and Improvement) using SAP these programs are as follows: Plant Maintenance module best practices. • Healthcare initiatives included two health camps Analytics for marketing, sales and logistics is important reaching 1310 beneficiaries, an awareness drive on to gain and sustain market share. It will be further
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strengthened during FY16. Focus area for FY16 is implementation of CRM solution to enhance sales team productivity and market accessibility. This will be done along with mobility solution for secondary sales and deployment of tabs for the sales team. IT has played a major role in realising the benefits of synergies through consolidation, standardization and integration of Dalmia Group.
KEY RISKS AND CONCERNS Cement Company is adopting various strategic steps to tackle the associated risks in its operations. Few risks areas are as under: • Shortage of rakes – Non availability of required number of rakes for movement of imported coal from port and domestic sources, rakes for clinker movement and for rail dispatch of Cement is an area of concern. To overcome this we plan to approach railways to share a scheme ‘Own Your Wagon’ under which guaranteed traffic handling shall be available to us. The Company also looking at evaluating Refractory Bricks alternate mode of transport through road. • Raw material risks – The rise in cost of basic inputs and raw materials, i.e., slag may pose a risk • Raw material / Fuel risks: Raw material security is for the Company. Your Company is trying to enter of prime importance in any manufacturing Industry. into long term agreement with slag producers at Company has taken many initiatives to ensure raw nearby sources. Also enhanced slag availability on material security. In order to reduce the dependence account of commissioning of new steel capacities on Chinese raw materials, Company has developed in the region would further help mitigating the risk of products based on materials through its own R&D. increased slag pricing risk in medium to long term. Long term supply contracts are also done to ensure Your Company has already switched to pet coke in continuous availability. place of imported fuel as more economic fuel. INTERNAL CONTROLS AND THEIR ADEQUACY Refractory Your Company has appropriate internal control system • Risk of slow economic growth: Slowdown in for business operations, financial reporting, compliance the economic growth in past years has created an with applicable laws and regulations, etc. The roles atmosphere of innovation in the Company. Product and responsibilities of all employees and functions innovation through investment in R&D is the risk have been clearly laid out. The Internal Auditor of the mitigation strategy being followed by the Company. Company conducts regular internal audit and ensures In order to improve its customer base, the Company that responsibilities are executed effectively. The Audit has been exploring the markets in power and Committee of the Board of Directors conducts periodic petrochemical Industry. The Company has been reviews to adjudge the adequacy and effectiveness exploring the markets in power and petrochemical of internal control systems and directs improvements Industry. whenever the need arises.
19 Annual Report 2014-15
Directors’ Report For The Year Ended March 31, 2015
The Directors have pleasure in submitting the Sixty Fifth SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE Annual Report and Audited Statements of Account of the COMPANIES Company for the year ended March 31, 2015. The Subsidiaries of the Company are OCL Global Limited, OCL China Limited and Odisha Cement Limited. Radhikapur FINANCIAL RESULTS (West) Coal Mining Private Limited is the Joint Venture Company of Rungta Mines Limited, Ocean Ispat Limited and (` Crore) OCL India Limited. There is no Associate Company. There has been no change in subsidiaries, joint ventures and associate 2014-15 2013-14 companies during the Financial Year 2014-15. Net Revenue 2,199.24 1834.30 Profit before interest, depreciation The Company has formulated a Policy on Material Subsidiary 370.95 327.56 Companies on the recommendation of Audit Committee and and tax (EBIDTA) with the approval by the Board of Directors. The same is Less: Interest and Financial Charges 71.01 68.07 disclosed on the Company’s website at http://www.oclindialtd. in/postal_doc/MaterialSubPolicy.pdf. In terms of the said Profit before depreciation and tax 299.94 259.49 policy, the Company does not have any Material Subsidiary. (PBDT) Less: Depreciation 138.92 126.41 The report on the performance and financial position of each Profit before taxation (PBT) 161.02 133.08 of Company’s Subsidiaries, Associates and Joint Venture Companies for the Financial Year ended March 31, 2015 in Provision for Current tax 32.91 30.39 Form AOC 1 is attached as Annexure – 1 and forms parts Provision for Deferred tax 16.25 6.89 of this Report. The detailed Annual Reports of Subsidiaries, MAT credit charge/(entitlement) -1.83 -2.08 Associates and Joint Venture Companies are posted on the Company’s website www.oclindialtd.in. Profit after taxation (PAT) 113.69 97.88 Add: Surplus brought forward 155.59 204.34 EXTRACT OF ANNUAL RETURN Profit available for appropriation 269.28 302.22 In compliance with Section 134(3) read with Section 92(3) of Appropriations: the Companies Act, 2013 (“Act”) and Rule 12 of Companies General Reserve 120.00 120.00 (Management and Administration) Rules, 2014, the Extract of Annual Return in Form MGT-9 is attached as Annexure – 2 Debenture Redemption Reserve 3.13 0.00 and forms part of this Report. Proposed Dividend 22.76 22.76 Dividend Distribution tax thereon 4.63 3.87 DIRECTORS AND KEY MANAGERIAL PERSONNEL Balance carried forward 118.76 155.59 The Board of Directors has made following appointments to 269.28 302.22 the Board, subject to the approval of Shareholders in terms of the Companies Act, 2013,in its meeting held on March 31, OPERATIONS AND BUSINESS PERFORMANCE 2015 – Management’s Discussion and Analysis for the year under a) Shri Puneet Yadu Dalmia as Managing Director, Key review on the operations and business performance, as stipulated under clause 49 of the Listing Agreement with Managerial Personnel for a term of five years with effect Stock Exchanges, is presented in a separate section forming from April 01, 2015 to March 31, 2020 as not liable to part of the Annual Report. retire by rotation. b) Smt. Sudha Pillai as an Additional Director in the category DIVIDEND of Independent Director for a term of five years with effect The Directors have recommended a dividend of `4/- per paid from March 31, 2015 to March 30, 2020 as not liable to up equity share of `2/- each for the current Financial Year retire by rotation. ended on March 31, 2015. c) Shri Mahendra Singhi as an Additional Director and as CAPTIVE COAL BLOCK Chief Executive Officer and Whole Time Director, in the Hon’ble Supreme Court of India by its order dated September category of Key Managerial Personnel, for a term of four 24, 2014 on a public interest litigation has declared all years with effect from April 01, 2015 to March 31, 2019 allocations of the Coal Blocks made through Screening as not liable to retire by rotation. Committee and through Government Dispension route since 1993 as illegal and has quashed the allocation of Coal Blocks d) Shri Amandeep as an Additional Director and as Whole including Radhikapur (West) Coal Block. Time Director and Chief Executive Officer – Cement Division of the Company for a term of five years with CORPORATE GOVERNANCE REPORT effect from April 01, 2015 to March 31, 2020 as liable to The Company’s corporate governance practices have been retire by rotation. detailed in the Corporate Governance Report which is attached separately and forms part of this Report. e) The Board of Directors has also appointed Shri Gautam Dalmia and Shri Jayesh Doshi as Additional Directors
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with effect from April 01, 2015 to hold office as such till Remuneration Committee. It was noted that the Directors the forthcoming Annual General Meeting. were meeting highest standards professing and ensuring best practices in the overall relation of Corporate Governance of The term of Shri Gaurav Dalmia as Managing Director and Shri the Company’s affairs. The Criteria for performance evaluation D. D. Atal as Whole Time Director has expired on March 31, of Board, its Committees and Directors including Independent 2015. Also, Shri D. D. Atal and Dr. S. R. Jain have resigned Directors is attached as Annexure – 4 and forms part of this from the Board of Directors with effect from March 31, 2015 Report. and Dr. R. C. Vaish has resigned with effect from May 10, 2015. BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR The Board places on record its appreciation for the valuable MEETINGS services rendered by each of them during their tenure with the Company and with the Board. Reference is invited to the attached Corporate Governance Report, which forms part of this Report, for the details thereof. Shri Gaurav Dalmia, Director of the Company, would retire by rotation at the forthcoming Annual General Meeting and being The Board has accepted all recommendations made by the eligible offer himself for re-appointment. Audit Committee.
In addition to Shri Puneet Yadu Dalmia, Managing Director CORPORATE SOCIAL RESPONSIBILITY and Shri Mahendra Singhi, Chief Executive Officer and Whole A Corporate Social Responsibility Committee has been formed Time Director, Shri D. N. Singh, Chief Financial Officer and by the Board of Directors. The said Committee comprised of Executive Director (Finance) and Smt. Rachna Goria, General the following members – Manager (Legal) & Company Secretary are the Key Managerial Personnel of the Company. a) Dr. R. C. Vaish – Chairman b) Shri Gaurav Dalmia – Member Declaration by Independent Directors and their meeting c) Shri V. P. Sood – Member Independent Directors have given declaration in terms of Section 149(7) of the Act that they meet the criteria of d) Shri D. D. Atal – Member independence as provided in Section 149(6) of the Act. However, pursuant to the expiry of term of Shri Gaurav Dalmia The Independent Directors held a separate meeting in terms as Managing Director and of Shri D. D. Atal as Whole Time of Schedule V to the Companies Act, 2013 and inter-alia Director and resignation of Shri D. D. Atal from the Board of reviewed the performance of Non-Independent Directors, Directors with effect from March 31, 2015 and resignation Chairman and Board as a whole and found the same to be of Dr. R. C. Vaish with effect from May 10, 2015, the CSR satisfactory. Also, it was recognized that valuable, significant Committee has been reconstituted as under: and timely information was provided by the management to i) Shri V. P. Sood -Independent Director- Chairman the Board for its decision making. ii) Shri Mahendra Singhi – CEO and Whole Time Director Familiarization Programme for Independent Directors iii) Shri Amandeep – Whole Time Director The Board members are provided with necessary documents, A Corporate Social Responsibility Policy, as recommended reports and policies to enable them familiarize with the by the Corporate Social Responsibility Committee, has been Company’s procedures and practices. approved by the Board of Directors. The said Policy may be Periodic presentations on business segments are made at accessed on the Company’s website www.oclindialtd.in. the Board meetings of the Company. One such presentation Annual Report on Corporate Social Responsibility activities in on cement business of the Company made at the Board of terms of Rule 9 of Companies (Corporate Social Responsibility Directors meeting was posted on the Company’s website at Policy) Rules, 2014 is attached as Annexure –5 and forms part http://www.oclindialtd.in/board_of_directors.php of this Report.
Nomination and Remuneration Policy Pursuant to the said policy, the Company has made expenses The Nomination and Remuneration Policy of the Company on aggregating to `2.79 Crore towards Corporate Social Director’s appointment and remuneration including criteria for Responsibility during the Financial Year 2014-15, which is determining qualifications, positive attributes, independence more than 2% of average net profits of the Company made of the Directors and other matters provided in section 178(3) during three immediately preceding Financial Years. of the Act has been approved by the Board of Directors on the recommendation of the Nomination and Remuneration RISK MANAGEMENT Committee. The said Policy is attached as Annexure – 3 and A Risk Management Committee has been formed by the forms part of this Report. Board of Directors.
Formal Annual Evaluation of Performance of Board/ The said Committee comprised of the following members – Committees and Directors a) Shri D. N. Davar - Chairman The Formal Annual Evaluation of performance of Board, b) Shri Gaurav Dalmia - Member its Committees and individual Directors was made at the Board meeting in accordance with Criteria for performance c) Dr. R. C. Vaish – Member evaluation of Board, its Committees and Directors (including d) Dr. S. R. Jain – Member Independent Directors) as was approved by the Board e) Shri D. D. Atal of Directors on recommendation of the Nomination and
21 Annual Report 2014-15
However, in view of resignation of Dr. S. R. Jain and Shri D. b) The Directors have selected such accounting policies D. Atal from the Board of Directors with effect from March 31, and applied them consistently and made judgments and 2015 and of Dr. R. C. Vaish with effect from May 10, 2015, estimates that are reasonable and prudent so as to give Shri Mahendra Singhi and Shri Amandeep have been inducted true and fair view of the state of affairs of the Company as members of the said Committee with effect from April 01, as on March 31, 2015 and of the Profit of the Company 2015. for the year ended on that date;
The terms of the reference of the Risk Management Committee c) The Directors have taken proper and sufficient care for in brief are as under: the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, a) To identify the elements of risk, if any, from time to 2013 for safeguarding the assets of the Company and for time, that in the opinion of the Board may threaten the preventing and detecting fraud and other irregularities; existence of the Company. d) The Directors have prepared the annual accounts of the b) To monitor and review the existing risk management plan Company on a going concern basis; and such other functions as it may deem fit. e) The Directors have laid down internal financial controls c) To lay down the procedures to inform the Board members to be followed by the Company and that such internal about the risk assessment and minimization procedures. financial controls are adequate and are operating effectively. The Risk Management Committee has approved appointment of professional firm having exposure in the study of various f) The Directors have devised proper systems to ensure business risks relating to the industry to assist in developing compliance with the provisions of all applicable laws and a Risk Management Policy document identifying various risks that such systems are adequate and operating effectively. and their mitigation plans. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY RELATED PARTY POLICY AND TRANSACTIONS MANAGERIAL PERSONNEL AND EMPLOYEES The Company has formulated a Related Party Transactions The particulars of remuneration of Directors/Key Managerial Policy on the recommendation of Audit Committee and Personnel/ Employees in terms of the provisions of Section approval by the Board of Directors. The same is posted on the 197(12) of the Act read with Rule 5(1) of the Companies Company’s website at http://www.oclindialtd.in/postal_doc/ (Appointment & Remuneration of Managerial Personnel) RelPartyPolicy.pdf. Rules, 2014, are attached as Annexure – 6 and forms part of this Report. There are no contracts or arrangements or transactions with Related Parties which are not on arms length basis and there Further, in terms of the provisions of Section 197(12) of the Act are no material contracts or arrangements or transactions read with Rules 5(2) and 5(3) of the Companies (Appointment which are at arms length basis. and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the LOANS, GUARANTEES, SECURITY AND INVESTMENTS employees drawing remuneration in excess of the limits set Particulars of Loans and Guarantees given, securities out in the said Rules are attached as Annexure – 7 and forms provided and Investments made under Section 186 of the Act part of this Report. are provided in the Standalone Financial Statements at note nos. 13 and 29. Having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid ADEQUACY OF INTERNAL FINANCIAL CONTROLS information in Annexure – 7 is being sent to the members of the Company and others entitled thereto. Any member Your Company has in place adequate internal financial interested in obtaining such particulars may write to the controls commensurate with the size and volume of business Company Secretary and same will be furnished on request. of the Company and same are operating effectively. No material weakness in the internal control system has been AUDITORS observed. Further, a professional firm is being appointed to assist in documenting existing process for internal financial Statutory Auditors control (IFC). M/s V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of WHISTLE BLOWER POLICY the Sixty Seventh Annual General Meeting of the Company to The Company has made a Whistle Blower Policy for Directors be held in the year 2017 and is not eligible for re-appointment & Employees on the recommendation of Audit Committee and thereafter. However, their appointment need to be ratified by approval by the Board of Directors. The same is disclosed on the shareholders at the forthcoming Annual General Meeting the Company’s website www.oclindialtd.in. in terms of Section 139 of the Act.
DIRECTORS RESPONSIBILITY STATEMENT Cost Auditor In terms of provisions of Section 134 (3)(c) read with Section The Company has received from M/s R. J. Goal & Co., 134 (5)of the Act, your Directors state that: Cost Accountants, having office at 31, Community Center, Ashok Vihar, Phase – I, New Delhi – 110 052 and having firm a) In the preparation of the Annual Accounts, the applicable registration no. 00026, consent to act as Cost Auditors and accounting standards have been followed, along with certificate to the effect that their re-appointment would be proper explanation relating to material departures; within the prescribed limits under Section 141(3)(g) of the Act
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and that they are not subject to disqualifications specified in of Women at Workplace (Prevention, Prohibition & Redressal) Section 141(3) the Act. The Cost Auditors have further certified Act, 2013. During the year, no complaint has been received by that they are independent firm of Cost Accountants and are at the Internal Complaints Committee/s. arms length relationship with the Company. HEALTH, SAFETY AND ENVIRONMENT SECRETARIAL AUDITOR AND THEIR REPORT Health and safety of employees and clean environment The Board of Directors has appointed Vikas Gera & Associates receives utmost priority at all locations of your Company. It as Secretarial Auditor of the Company for the Financial Year has already implemented EHS System and provided safe 2014-15. The Secretarial Audit Report given by the Secretarial working environment at its plants and mines. Use of personal Auditor in Form MR-3 is annexed as Annexure - 8 and forms protective equipment by employees have become compulsory part of this Report. and training programs on health, safety and occupational health are being conducted on a continuous basis. Your COMMENTS ON QUALIFICATION, RESERVATION OR AD- Company has launched the new safety and housekeeping VERSE REMARK OR DISCLAIMER MADE BY AUDITOR/ programme during the current year which has substantially SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORT improved the plants housekeeping. The endeavor of your There is no qualification, reservation or adverse remark Company is to make all its plants completely safe and keep or disclaimer made by Auditor/Secretarial Auditor in their all its employees healthy. Your Company has taken up a new respective reports. initiative to make its plants and colony tobacco free area. Its’ Lanjiberna Limestone and Dolomite Mines has bagged six awards in the 52nd Annual Mines Safety Week organized by UNCLAIMED SUSPENSE ACCOUNT Director General of Mines Safety, Chaibasa Region. Refractory In terms of clause 5A of the Listing Agreement, the Company Unit of your Company has bagged 15th Annual Greentech has opened the demat account. Environment Award-2015 in Silver category under Chemical Sector. Your Company has planted many additional trees CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- during the year and has created green belt over 35% of its TION AND FOREIGN EXCHANGE EARNINGS AND OUTGO land. Your Company has philosophy that ‘clean and green’ is Information required under Section 134(3) of the Act read more profitable. with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to conservation of energy, technology absorption and INDUSTRIAL RELATIONS foreign exchange earnings and outgo are given in Annexure Industrial Relations during the year under review were quite –9 and forms part of this Report. peaceful and cordial. Your Company entered in to long term wage settlement granting substantial increase in wages DEPOSITS and other benefits of workmen of Cement, Refractory and The Company repaid all outstanding deposits as on March 31, Lanjiberna Mines. 2015 aggregating to `7,85,91,322/- to 506 Deposit Holders in compliance with Section 74 of the Act. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation of the SIGNIFICANT ORDERS support provided by your Company’s Bankers and Financial There are no significant and material orders passed by the Institutions. regulators or courts or tribunals impacting the going concern status and Company’s operations in future. Your Directors acknowledge the dedication and commitments of the employees at all levels and also take this opportunity Disclosure under the sexual harassment of to thank all the valued customers who have appreciated the women at workplace (prevention, prohibition Company’s products and have patronized them. and redressal) act, 2013 Your Directors convey their grateful thanks to the Government The Company has in place Charter against sexual harassment Authorities (Central & States), shareholders, distributors and of women at workplace in compliance with Sexual Harassment dealers for their continued assistance, co-operation and patronage.
For & on Behalf of the Board
Puneet Yadu Dalmia Managing Director
Place: New Delhi Mahendra Singhi Date: May 11, 2015 Chief Executive Officer and Whole Time Director
23 Annual Report 2014-15
Corporate Governance Report
1. PHILOSOPHY ON CODE OF GOVERNANCE The Company firmly believes in and continues to practice good corporate governance. Corporate governance seeks to raise the standards of corporate management, strengthens the Board systems, significantly increase its effectiveness and ultimately serve the objective of maximizing the shareholders’ value. The philosophy of the Company is in consonance with the accepted principles of good governance.
2. BOARD OF DIRECTORS i) Composition of Board of Directors - The Company has a professional Board with a majority of Non-Executive and Independent Directors.
S. Name of the Designation Category of No. of No. of Total No. of Committees No. Director Director Board other Meetings Director Member Chairmanship attended ships ship 1. Shri Pradip Chairman Non-executive and 5 9 4 0 Kumar Khaitan Non-Independent
2. Shri Gaurav Executive* Promoter, 3 6 4 1 Dalmia Vice Chairman Executive and & Managing Non – Independent Director 3. Shri D. N. Davar Director Non-executive and 5 9 4 4 Independent 4. Dr. S. R. Jain* Director Non-executive and 2 2 1 1 Independent 5. Dr. R. C. Vaish* Director Non-Executive and 5 6 2 1 Independent 6. MS. Sudha Pillai* Director Non-executive and 0 5 2 0 Independent 7. Shri Puneet Yadu Director Promoter, 5 8 0 0 Dalmia Non-executive and Non Independent 8. Shri V. P. Sood Director Non-executive and 5 0 0 0 Independent 9. Shri D. D. Atal* Chief Executive Executive and 4 0 0 0 Officer and Non – Independent Whole Time Director Notes: a) Five Board meetings were held during the Financial Year He also attended the Annual General Meeting as a member 2014-15 on May 13, 2014, July 24, 2014, October 20, of the Nomination and Remuneration Committee and 2014, January 27, 2015 and March 31, 2015. Stakeholders’ Relationship Committee being authorized by the Chairman of Audit Committee, Nomination and b) Also, the Independent Directors held a separate meeting Remuneration Committee and Stakeholders’ Relationship on January 09, 2015 in terms of Schedule IV to the Committee. Companies Act, 2013. f) The Non-Executive Chairman has not desired an office at c) Other Directorships include only the Directorships in the Company’s expense. public limited companies. g) The term of Shri Gaurav Dalmia as Managing Director d) The chairmanship/membership of the committees has expired on March 31, 2015. He however continues to reported above does not include the chairmanship/ be a Director on the Board. Shri Puneet Yadu Dalmia has membership of the committees of the Company. been appointed as Managing Director with effect from April 01, 2015. e) The Annual General Meeting was held on September 13, 2014 and was attended by Shri D. D. Atal, Chief h) Shri D. D. Atal and Dr. S. R. Jain have resigned from the Executive Officer and Whole Time Director. Board of Directors with effect from March 31, 2015 and Dr. R. C. Vaish has resigned with effect from May 10, 2015.
24 Corporate Overview Management Reports Financial Statements
i) Ms. Sudha Pillai has been appointed as Additional of transactions of the company with related Director in the Independent category, subject to the parties; approval of shareholders in terms of the Companies Act, 2013, with effect from March 31, 2015. Scrutiny of inter-corporate loans and investments; j) Shri Gautam Dalmia, Shri Mahendra Singhi, Shri Amandeep and Shri Jayesh Doshi have been appointed Valuation of undertakings or assets of the as Additional Directors on the Board of Directors with company, wherever it is necessary; effect from April 01, 2015. Evaluation of internal financial controls and risk k) Shri Mahendra Singhi has been appointed as Chief management system; Executive Officer and Whole Time Director. Shri Amandeep has been appointed as Whole Time Director. Monitoring the end use of funds raised through public offers and related matters. 3. AUDIT COMMITTEE ii) Composition of Audit Committee - The Audit i) Terms of reference - The role and terms of the Committee comprised of three Members Shri D. reference of the Audit Committee covers the areas N. Davar as its Chairman and Dr. S. R. Jain and mentioned in Clause 49 of the Listing Agreement Dr. R. C. Vaish, all of whom were Independent and Section 177 of the Companies Act, 2013, Directors. In view of resignation of Dr. S. R. Jain besides other terms as may be referred by the from the Board of Directors with effect from March Board of Directors. The Audit Committee reviews 31, 2015 and resignation of Dr. R. C. Vaish from the the Management Audit reports, Internal Audit Audit Committee with effect from May 02, 2015 and reports and Action Taken reports of the Management from the Board of Directors with effect from May thereupon, periodically. It also reviews the Annual 10, 2015, respectively, Shri Mahendra Singhi and Accounts and Quarterly Results of the Company Shri V.P. Sood have been inducted as members of before they are placed before the Board of Directors. the Audit Committee with effect from April 01, 2015 The Audit Committee also meets the Statutory and May 04, 2015 respectively. Auditors and Internal Auditors periodically and discusses the findings, suggestions and reviews the iii) Meetings and attendance - The meetings of major accounting policies followed by the Company. the Audit Committee are usually held before the The Minutes of the Audit Committee meetings are Board Meetings where the Financial Results of the circulated to the Board. Company are considered. The particulars of Audit Committee meetings held during the year 2014- The Audit Committee reviews the audited financial 2015 and the attendance of the members are as statements with reference to the Director’s follows: Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013. In addition to the Date of Shri D. N. Dr. S. R. Dr. R. C. above, the Committee also reviews the following: - meeting Davar Jain Vaish Management discussion and analysis of 13.05.2014 Present Absent Present financial conditions and results of operations. 24.07.2014 Present Present Present 20.10.2014 Present Absent Present Statement of significant related party transactions submitted by the Management. 09.01.2015 Present Present Present 27.01.2015 Present Present Present Management letters/letters of internal control 31.03.2015 Present Absent Present weaknesses, if any, issued by the statutory auditors. 4. NOMINATION AND REMUNERATION COMMITTEE
Internal audit reports relating to internal control i) Terms of reference -The terms of the reference of the weaknesses; and Nomination and Remuneration Committee in brief are as under: The appointment, removal and terms of remuneration of the Chief Internal Auditor. • Formulate the criteria for determining qualifications, positive attributes and The recommendation for appointment, independence of a director and recommend to remuneration and terms of appointment of the Board, Policy relating to the remuneration auditors of the company; for the directors, key managerial personnel and other employees. Review and monitor the auditor’s independence and performance, and effectiveness of audit • Identify persons who are qualified to become process; directors and who may be appointed in senior management in accordance with the criteria Examination of the financial statement and the laid down, and recommend to the Board their auditor’s report thereon; appointment and removal.
Approval or any subsequent modification • Formulation of criteria for evaluation of Independent Directors and the Board.
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• Devising a policy on Board diversity. Stakeholders’ Relationship Committee till March 31, 2015. After his resignation from the Board, Shri V. • Recommend to the Board, remuneration P. Sood, Non-Executive and Independent Director including salary, perquisite and commission to is the Chairman of the Committee with effect from be paid to the Company’s Managing Director, April 01, 2015. Joint Managing Director & Whole Time Director on an annual basis as well on their ii) Name and designation of compliance officer reappointment, wherever applicable. Ms. Rachna Goria, General Manager (Legal) & Company Secretary, is the Compliance Officer. • Recommend to the Board, the Sitting Fee (including any change) payable to the Non– iii) Investor Complaints received/settled during the year: Executive Directors for attending the meetings Sl. Type of Complaints Complaints Complaints of the Board Committee thereof, and, any other No. Complaint received not solved pending benefits such as Commission, if any, payable to the to the Non-Executive Directors. satisfaction of • Setting the overall Remuneration Policy and shareholders other terms of employment of Directors, wherever required. 1. Transfer/ 2 N.A. 0 Transmission ii) Composition of Nomination and Remuneration of Shares. Committee - The Nomination and Remuneration 2. Dividend 0 0 0 Committee, constituted by the Board on May 13, 3. Forfeiture of 0 0 0 2014, comprised of Shri D. N. Davar as its Chairman, shares Dr. S. R. Jain, Dr. R. C. Vaish and Shri V.P. Sood as its 4. Miscellaneous 0 0 0 members. Shri D. D. Atal was inducted as a member (change of of the said Committee by the Board at its meeting address, held on July 24, 2015. In view of resignation of name Dr. S. R. Jain, Shri D. D. Atal and Dr. R. C. Vaish deletion/ from the Board of Directors with effect from March non receipt 31, 2015 and May 10, 2015, respectively, Shri of Annual Gautam Dalmia has been inducted as member of Report, etc.,) the Nomination and Remuneration Committee with TOTAL 2 0 0 effect from May 11, 2015. 6. GENERAL BODY MEETINGS The Nomination and Remuneration Committee was previously known as Remuneration Committee. i) Location and time, where Annual General Meetings held in last three years – iii) Meetings and attendance - The particulars of AGM DATE & TIME LOCATION WHETHER SPECIAL Nomination and Remuneration Committee meetings RESOLUTIONS held during the Financial Year 2014-2015 and the WERE PASSED attendance of the members are as follows: 62nd 17th Company’s No Special September Rest Resolution was Date of Shri Dr. Dr. Shri Shri AGM 2012 at House at passed. meeting D. N. S. R. R. C. V.P. D.D. 4.30 P.M. Rajgangpur- Davar Jain Vaish Sood Atal 770 017 13.05.2014 Present Absent Present N.A N.A (Odisha) 24.07.2014 Present Present Present Present N.A 63rd 14th Company’s Special Resolution 20.10.2014 Present Absent Present Present Absent AGM September Rest was passed u/s 27.01.2015 Present Present Present Present Present 2013 at House at 309(7) of the 31.03.2015 Present Absent Present Present Present 4.30 P.M. Rajgangpur- Companies Act, iv) Nomination and Remuneration Policy is attached at 770 017 1956 for renewal (Odisha) of shareholders Annexure – 3 of the Director’s Report. decisions to pay v) Details of remuneration of Directors are given as part commission for a of Annexure – 2 and 6 of the Directors’ Report. further period of five years to Non- 5 STAKEHOLDERS’ RELATIONSHIP COMMITTEE Whole Time Director @ 1% of the net i) Name of Non-Executive Director heading the yearly profits of the Committee: Dr. S. R. Jain, Non-Executive and company. Independent Director was the Chairman of the
26 Corporate Overview Management Reports Financial Statements
64th 13th Company’s Special Resolution AGM September Rest was passed u/s 2014 at 4.30 House at 180(1)(c) of the P.M. Rajgangpur- Companies Act, 770 017 2013 for borrowing (Odisha) not exceeding the aggregate of the paid up capital of the company and its free reserves by more than `1,400 Crores.
In the absence of Chairman of the Company, the Annual General Meeting held on 13th September 2014, was chaired by Shri D. D. Atal, Chief Executive Officer and Whole Time Director of the Company and was also attended by him as a member of Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and on behalf of the Chairman of the Audit Committee as authorized by him. ii) Resolutions passed through Postal Ballot During the Financial Year 2014-15, following Resolutions were passed through Postal Ballot:
1. Special Resolution pursuant to Section 180(1)(a) of the Companies Act, 2013 authorizing the Board to create mortgage/ charge for securing terms loans, debentures, working capital finances or any other instrument aggregating not more than `2500 Crore.
The details of voting pattern are as under: Promoter/ No. of No. of % of Votes No. of Votes No. of % of Votes % of Votes Public shares held votes polled Polled on - in favour Votes in favour against on (1) (2) outstanding (4) against on votes votes polled shares (3) = (5) polled (6)= (7)= [(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100 Promoter and 4,26,33,855 4,26,33,855 100.00 4,26,33,855 0 100.00 0.00 Promoter Group Public - 3,11,631 0 0.00 0 0 0.00 0.00 Institutional holders Public – 1,39,54,734 72,740 0.52 70,239 2,501 96.56 3.44 Others Total 5,69,00,220 4,27,06,595 75.06 4,27,04,094 2,501 99.99 0.01
2. Special Resolution under Section 42 and 71 of the Companies Act, 2013 to issue of Non -Convertible Debentures on Private Placement basis.
The details of voting pattern are as under:
Promoter/ No.of No. of % of Votes No.of Votes No.of % of Votes % of Votes Public shares held votes polled Polled on - in favour Votes in favour against on (1) (2) outstanding (4) against on votes votes polled shares (3) = (5) polled (6)= (7)= [(2)/(1)]*100 [(4)/(2)]*100 [(5)/(2)]*100 Promoter and 4,26,33,855 4,26,33,855 100.00 4,26,33,855 0 100.00 0.00 Promoter Group Public - 3,69,734 2,00,928 54.34 2,00,928 0 0.00 0.00 Institutional holders Public – 1,38,96,631 54,488 0.39 51,811 2,677 95.09 4.91 Others Total 5,69,00,220 4,28,89,271 75.38 4,28,86,594 2,677 99.99 0.01
27 Annual Report 2014-15
iii) Person who conducted the Postal Ballot: 9. GENERAL SHAREHOLDER INFORMATION i) General information The Postal Ballot exercise was conducted by Shri Mohan Ram Goenka, Partner, MR & Associates, Registered : Rajgangpur - 770 017 (Odisha) Practicing Company Secretary as scrutinizer. Office : 17Th Floor, Narain Manzil iv) No Special Resolution is currently proposed to be Corporate 23, Barakhamba Road conducted through Postal Ballot. Office New Delhi-110 001 v) Procedure for Postal Ballot: Details of : Cement and Refractory Postal Ballot notice is sent to all the shareholders Plant location At/PO: Rajgangpur Dist: Sundargarh alongwith postal ballot form. The shareholders are Odisha 770017. given an option to either respond to the postal through mail in the prepaid envelop provided to Kapilas Cement Manufacturing them or to respond through e-voting process. The Works scrutinizer complies his report based on receipt At: Biswali, P.O.: Barunia, Dist: of votes either physically or through e-voting. The Cuttack result is then declared. Odisha-754082
7. DISCLOSURES OCL Bengal Cement Works i) Material Related Party Transactions: There has been At Village: Kulapachuria, no materially significant related party transactions PO: Beuncha, Via: Godapiasal, that may have potential conflict with the interests of PS: Salboni, Dist: Paschim the Company at large. Midnipur, West Bengal, Pin-721 129 ii) There has been no non-compliance by the Company and no penalties, strictures have been imposed on Financial year : 1st April to 31st March the Company by the stock exchanges or SEBI or any statutory body on any matters related to capital Annual : 18th September, 2015 at 3.30 PM, markets during the last 3 years. General Rest House of the Company at Meeting Rajgangpur-770017, iii) Whistle Blower Policy: Date, time and Dist. Sundargarh (Odisha State). Venue The Company has made a Whistleblower Policy for Directors & Employees on the recommendation of Audit th th Committee and approval by the Board of Directors. Book Closure : 12 September 2015 to 18 The same is disclosed on the Company’s website September 2015 (both days www.oclindialtd.com. inclusive).
No person has been denied access to the Audit Dividend : Dividend will be paid after 18th Committee in terms of the said policy. payment September, 2015 subject to declaration by the shareholders at iv) Details of compliance with mandatory requirements the Annual General Meeting. and adoption of non-mandatory requirements ii) Share Transfer system and Registrars & share The Company has complied with all mandatory Transfer Agents requirements of clause 49 of the Listing Agreement. Pursuant to directions of SEBI the facility to hold the CEO and CFO Certificate in compliance with clause Company’s shares in electronic form is made available 49 is attached and forms part of this report. to the shareholders as the Company has joined both Depositories namely NSDL and CDSL. Share Transfer The Company has three different persons appointed Documents for physical transfer and requests for to the post of Chairman and Managing Director and dematerialization of shares are sent to the Company’s CEO. Registrars M/s C B Management Services (P) Limited at P-22 Bondel Road, Kolkata- 700 019. 8. MEANS OF COMMUNICATION The Company apprises the shareholders through Annual iii) Listing on Stock Exchanges reports, publication of un-audited quarterly results and The Company’s equity shares continue to be listed and audited financial results in Economic Times (English) actively traded on National Stock Exchange of India and in Oriya language newspaper. The Company is also Limited and Bombay Stock Exchange Limited. giving information about its products through its Web site www.oclindialtd.in and www.ocl.in. Name of the Stock Code for Equity shares Exchange The Bombay Stock 502165 Exchange Limited The National Stock OCL Exchange of India Limited
28 Corporate Overview Management Reports Financial Statements
iv) GDRs/ADRs/Warrants There are no outstanding GDRs/ADRs/Warrants or any convertible instruments. v) Share prices as per quotations of Bombay Stock Exchange Limited & National Stock Exchange of India Limited Bombay Stock Exchange Limited National Stock Exchange of India Limited Month High (`) Low (`) High (`) Low (`) April 2014 191.90 171.95 193.00 174.00 May 2014 238.65 163.15 238.45 163.00 June 2014 306.00 223.30 308.30 226.00 July 2014 320.00 270.90 321.00 265.40 August 2014 327.15 260.10 326.00 248.90 September 2014 335.00 295.60 337.00 282.65 October 2014 332.40 296.90 331.80 305.15 November 2014 330.00 300.00 330.00 295.15 December 2014 498.90 316.90 498.00 316.05 January 2015 558.70 421.05 558.80 425.10 February 2015 685.00 475.00 668.00 475.20 March 2015 504.00 405.05 504.90 402.00 vi) Distribution of Shareholding as on 31st March 2015 Range No. of Shareholders % of Shareholders No. of Shares % of Shares 1-100 5,284 51.76 2,21,510 0.39 101-250 1,541 15.09 2,75,003 0.48 251-500 1,239 12.14 4,93,634 0.87 501-1000 971 9.51 7,43,157 1.31 1001-2000 613 6.00 8,75,797 1.54 2001-3000 208 2.03 5,25,731 0.92 3001-4000 93 0.91 3,25,097 0.57 4001-5000 61 0.60 2,83,954 0.49 5001-10000 104 1.02 6,97,788 1.23 10001 & ABOVE 95 0.93 5,24,58,549 92.19 TOTAL 10,209 100.00 5,69,00,220 100.00
29 Annual Report 2014-15
vii) Performance in comparison to broad-based indices, i.e., BSE Sensex and S&P CNX Nifty.
OCL Share Price on BSE vis a vis BSE Sensex April 2014 - March 2015 OCL Share Price (on BSE) Months BSE Sensex Close High ` Low ` Close ` April 2014 22,417.80 191.90 171.95 174.00 May 2014 24,217.34 238.65 163.15 226.45 June 2014 25,413.78 306.00 223.30 293.40 July 2014 25,894.97 320.00 270.90 285.25 August 2014 26,638.11 327.15 260.10 304.05 September 2014 26,630.51 335.00 295.60 311.50 October 2014 27,865.83 332.40 296.90 309.15 November 2014 28,693.99 330.00 300.00 323.75 December 2014 27,499.42 498.90 316.90 442.20 January 2015 29,182.95 558.70 421.05 528.25 February 2015 29,361.50 685.00 475.00 480.25 March 2015 27,957.49 504.00 405.05 453.95
OCL Share Price on BSE vis a vis BSE Sensex 550
30000
29500 500 29000
28500 450 28000
27500 400 27000
26500 350 26000
25500
BSE SENSEX 300 25000
24500 250 24000 OCL Share Price on BSE (Closing) OCL Share 23500
23000 200
22500
22000 150 Jul-14 Oct-14 Jan-15 Jun-14 Mar-15 Feb-15 Sep-14 Nov-14 Dec-14 Aug-14 Apr-14 May-14 Date BSE Sensex OCL Share Price (on BSE Close)
30 Corporate Overview Management Reports Financial Statements
OCL Share Price ` (on NSE) vis a vis S&P CNX Nifty April 2014 - March 2015 OCL Share Price (on NSE)
Months S & P CNX Nifty Close High ` Low ` Close ` April 2014 6,696.40 193.00 174.00 174.00 May 2014 7,229.95 238.45 163.00 226.70 June 2014 7,611.35 308.30 226.00 292.50 July 2014 7,721.30 321.00 265.40 286.60 August 2014 7,954.35 326.00 248.90 303.75 September 2014 7,964.80 337.00 282.65 312.85 October 2014 8,322.20 331.80 305.15 310.25 November 2014 8,588.25 330.00 295.15 325.10 December 2014 8,282.70 498.00 316.05 442.50 January 2015 8,808.90 558.80 425.10 530.35 February 2015 8,901.85 668.00 475.20 481.10 March 2015 8,491.00 504.90 402.00 449.75
OCL Share Price on NSE vis a vis S&P CNX Nifty 9000 550
8800 500 8600
8400 450
8200 400 8000
7800 350 on NSE (Closing) `
7600 300 S&P CNX NIFTY 7400
7200 250
7000 Price OCL Share 200 6800
6600 150 Jul-14 Oct-14 Jan-15 Jun-14 Mar-15 Feb-15 Sep-14 Nov-14 Dec-14 Aug-14 Apr-14 May-14 Date S&P CNX Nifty OCL Share Price (on NSE ) Close
31 Annual Report 2014-15
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
TO THE SHAREHOLDERS OF OCL INDIA LIMITED
1) We have examined the compliance of conditions of Corporate Governance by OCL India Limited (“the Company”) for the year ended March 31, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.
2) The Compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to the review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
3) In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
4) We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For V. Sankar Aiyar & Co. Chartered Accountants ICAI FRN: 109208W
(M. S. Balachandran) Partner Membership No. 024282 Place: New Delhi Date: May 11, 2015
Declaration by Mr. M. Singhi, CEO and Whole Time Director
TO
THE MEMBERS OF OCL INDIA LIMITED
Based on the affirmation provided by the Directors and persons in Senior Management of the Company, it is declared that all the Board members and Senior Management personnel are complying with the Code of Conduct framed by the Company for the Directors and Senior Management.
For OCL India Limited
M. Singhi CEO & Whole Time Director Dated: May 11, 2015
32 Corporate Overview Management Reports Financial Statements
THE BOARD OF DIRECTORS OCL INDIA LIMITED NEW DELHI
Dear Sir(s), Sub: Certificate in terms of Clause 49 of the Listing Agreement.
In accordance with the revised clause 49 of the Listing Agreement, we certify that: a) We have reviewed financial statements for the Year ended 31st March 2015 and that to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended 31st March 2015 which are fraudulent, illegal or violative of the Company’s code of conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and there are no deficiencies in the design or operation of such internal controls of which we are aware. d) There are no
a. significant changes in internal control over financial reporting during the year ended 31st March 2015.
b. significant changes in accounting policies during the year ended 31st March 2015 and,
c. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.
Yours Sincerely,
(D. N. Singh) (Mahendra Singhi) CFO & Executive Director (Finance) CEO & Whole Time Director
33 Annual Report 2014-15
Annexure -1 Form AOC - 1 Pursuant to first proviso to sub-section (3) of Section 129 of Companies Act,2013 read with Rule 5 of Companies (Accounts) Rules, 2014
A Subsidiaries
(In Lakhs) Sl. No. Particulars OCL GLOBAL LTD. OCL CHINA LTD. ODHISA CEMENT LTD. 1 Financial Year ending on # 31.03.2015 31.03.2015 31.03.2015 31.03.2015 31.03.2015 2 Reporting Currency INR USD INR RMB INR 3 Exchange Rates 63.06 - 10.32 - (As on 31.03.2015) 4 Exchange Rates 61.58 - 10.02 - (Average rate 2014-15) 5 Share Capital 1,347.88 28.30 2,441.13 404.29 5.00 6 Share Application Money - - 7 Reserves 4,658.50 73.64 2,022.93 109.28 (0.55) 8 Liabilities 1,653.46 26.22 4,633.87 448.89 0.18 9 Total Liabilities 7,659.84 128.16 9,097.93 962.46 4.63 10 Total Assets 7,659.84 128.16 9,097.93 962.46 4.63 11 Investments * 2,831.81 51.60 - - - 12 Turnover 9,407.97 152.77 7,477.35 746.50 13 Profit Before Taxation 299.74 4.87 (138.56) (22.90) (0.10) 14 Provision for Taxation - - - - 0.09 15 Profit After Taxation 299.74 4.87 (138.56) (22.90) (0.19) 16 Proposed Dividend - - - - - 17 Percentage of Shareholding 100.00 90.00 100.00 # Financial year of OCL China Ltd. ends on 31.12.2014, however, to coincide with the financial year of OCL India Ltd. the accounts have been drawn and audited upto 31.03.2015 * Investment in OCL China Ltd. `2,831.81 Lacs Note: 1) Assets and Liabilities for Balance Sheet Items of foreign subsidiaries are translated at the applicable rate. 2) Income and Expense items of foreign subsidiaries are translated at the average exchange rate during 2014-15. 3) Share Capital of Foreign Subsidiaries is translated at the exchange rate existing at the date of transaction. B. Following Joint Venture has been consolidated on proportionate basis:
Name of the Company Country of Incorporation Proportion of Ownership Interest as at March 31, 2015 Radhikapur (West) Coal Mining India 7.029% Private Limited i) The Joint Venture is a jointly controlled entity with the joint control over finance and management by all the JV Shareholders,which is clearly spelt out in the Memorandum and Articles of the Joint Venture Company. Radhikapur (West) Coal Block has been allotted to three venturers viz. Rungta Mines Limited, Ocean Ispat Private Limited and OCL India Limited by Govt. of India, Ministry of Coal vide their letter No. 13016/77/2006-CA-I dated 21st December, 2009. (Please refer note no. 29.7 of Standalone Financial Statements & note no. 30.6 of Consolidated Financial Statements)
34 Corporate Overview Management Reports Financial Statements
ii) Details of OCL India Limited’s share of assets and liabilities in the Joint Venture included in the Consolidated Finan- cial Statements are as follows: (` In lakhs) As at As at Particulars March 31, 2015 March 31, 2014 (unaudited) (unaudited) EQUITY & LIABILITIES Current Liabilities Trade payables 0.31 0.92 Other current liabilities 0.02 0.02 Total 0.33 0.94 ASSETS Non-current Assets Tangible assets 0.10 0.22 Pre-Operative Expenses (refer note no. 12) 54.10 63.02 Long-term loans and advances 149.79 149.80 Current Assets Cash & bank balances 138.17 130.97 Short -term loans and advances 4.29 3.28 Other current assets 5.33 5.11 Total 351.78 352.40 This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under pre-operative expenses.
35 Annual Report 2014-15
Annexure -2
Form MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS: i) CIN:- L26942OR1949PLC000185
ii) Registration Date: 11th October 1949
iii) Name of the Company: OCL INDIA LIMITED
iv) Category / Sub-Category of the Company: Manufacturing
v) Address of the Registered office and contact details:
Address: AT/PO/PS – Rajgangpur, District Sundargarh, Odisha - 770 017 Contact No: 06624 - 221212
vi) Whether listed company Yes / No: YES
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: C.B. Management Services (P) Limited P-22, Bondel Road, Kolkata – 700 019 Ph No: 033 40116700, 22806692
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main NIC Code of the Product/service % to total turnover of the products / services company 1) Cement 2394 84% 2) Refractory 2391 16%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S. Name and CIN/GLN Holding/ % of shares Applicable Section No. Address of Subsidiary held the Company /Associate 1) OCL GLOBAL LIMITED N. A. Wholly Owned 100 2(87) of Companies Act, 2013 44, St George Street, Port-Louis, Mauritius. 2) OCL CHINA LIMITED N. A Step Down OGL holds 2(87) of Companies Subsidiary 90% shares Act, 2013 Nanlou Economic (Subsidiary of in OCL Development Zone, Chenjia OCL Global China Village, Dashiqiao - 115103, Limited) Liaoning, China 3) ODISHA CEMENT LIMITED U14200OR2013PLC017132 Wholly Owned 100 2(87) of Companies Act, 2013 AT/PO/PS: - Rajgangpur,, Dist:- Sundargarh, Odisha, Pin-770017
36 Corporate Overview Management Reports Financial Statements
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity) i) Category-wise Share Holding % No. of Shares held at the beginning No. of Shares held at the end Change of the year (01.04.2014) of the year (31.03.2015) during the year Category of Demat Physical Total % of Demat Physical Total % of Shareholder Total Total Shares Shares A) Promoter 1 Indian (a) Individuals/ HUF 1,68,874 0 1,68,874 0.30 1,10,541 0 1,10,541 0.19 0.10 (b) Central Government (c) State Government(s) (d) Bodies Corporate 2,73,12,107 0 2,73,12,107 48.00 4,24,79,273 0 4,24,79,273 74.66 26.66 (e) Bank/Financial Institutions (f) Any Other (specify) (f-i) Trust-I 1,27,77,856 0 1,27,77,856 22.46 0 0 0.00 22.46
(f-ii) Trust-II 20,708 0 20,708 0.04 20,708 0 20,708 0.04 0.00
Sub Total(A)(1) 4,02,79,545 0 4,02,79,545 70.79 4,26,10,522 0 4,26,10,522 74.89 4.10 2 Foreign (a) NRIs-Individuals 23,54,310 0 23,54,310 4.14 0 0 0 0.00 4.14 (b) Other-Individuals (c) Bodies Corporate (d) Bank/Financial Institutions (e) Any Other (specify) Sub Total(A)(2) 23,54,310 0 23,54,310 4.14 0 0 0 0.00 4.14 Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 4,26,33,855 0 4,26,33,855 74.93 4,26,10,522 0 4,26,10,522 74.89 0.04 B) Public shareholding 1 Institutions (a) Mutual Funds (b) Bank/Financial Institutions 30,255 32,245 62,500 0.11 48,144 32,245 80,389 0.14 0.03 (c) Central Govt (d) State Govt(s) (e) Venture Capital Funds (f) Insurance Companies (g) Foreign Institutional Investors (FII) 2,26,473 300 2,26,773 0.40 2,93,776 300 2,94,076 0.52 0.12
37 Annual Report 2014-15
No. of Shares held at the beginning of the No. of Shares held at the end of the year % year (01.04.2014) (31.03.2015) Change during the year Category of Demat Physical Total % of Demat Physical Total % of Shareholder Total Total Shares Shares (h) Foreign Venture Capital Funds (i) Others (specify) (i-i) UTI 0 17,500 17,500 0.03 0 17,500 17,500 0.03 0.00
Sub-Total (B)(1) 2,56,728 50,045 3,06,773 0.54 3,41,920 50,045 3,91,965 0.69 0.15 B 2 Non-institutions (a) Bodies Corporate i) Indian 52,60,965 13,80,839 66,41,804 11.67 45,81,080 6,98,339 52,79,419 9.28 2.39 ii) Overseas (b) Individuals i) Individual shareholders holding nominal share capital up to `1 lakh 43,27,124 13,21,808 56,48,932 9.93 34,86,878 12,80,174 47,67,052 8.38 1.55 ii) Individual shareholders holding nominal share capital in excess of `1 lakh. 12,72,308 1,30,310 14,02,618 2.47 33,00,244 1,30,310 34,30,554 6.03 3.56 (c) Others (specify) (c-i) NRI 1,60,863 19,635 1,80,498 0.32 1,33,715 1,9,635 1,53,350 0.27 0.05 (c-ii) Foreign National 0 17,080 17,080 0.03 0 17,080 17,080 0.03 0.00
(c-iii) Clearing Member 68,660 0 68,660 0.12 2,50,278 0 2,50,278 0.44 0.32
Sub-Total (B)(2) 1,10,89,920 28,69,672 1,39,59,592 24.53 1,17,52,195 21,45,538 1,38,97,733 24.42 0.11 (B) Total Public Shareholding (B)= (B)(1)+(B)(2) 1,13,46,648 29,19,717 1,42,66,365 25.07 1,20,94,115 21,95,583 1,42,89,698 25.11 0.04 TOTAL (A)+(B) 5,39,80,503 29,19,717 5,69,00,220 100.00 5,47,04,637 21,95,583 5,69,00,220 100.00 0.00 (C) Shares held by Custodians for GDRs & ADRs Sub-Total ( C ) GRAND TOTAL (A)+(B)+(C) 5,39,80,503 29,19,717 56,900,220 100.00 5,47,04,637 21,95,583 5,69,00,220 100.00 0.00
II) Shareholding of Promoters
38 Corporate Overview Management Reports Financial Statements
Shareholding at the beginning Shareholding at the end of the year ( 01.04.2014 ) of the year (31.03.2015) Sl Shareholder’s Name No of % of % of shares No of % of total % of shares % change in No. Shares total Pledged/ Shares shares of Pledged / shareholding shares of encumbered Company encumbered during the Company to total to total year shares shares 1) Shri Mridu Hari Dalmia 23,54,310 4.14 0.00 0 0.00 0.00 4.14 2) Mridu Hari Dalmia Parivar Trust (*) 1,27,77,856 22.46 0.00 0 0.00 0.00 22.46 3) Dalmia Cement (Bharat) Ltd. 2,73,12,107 48.00 0.00 4,24,79,273 74.66 51.00 26.66 4) Smt Usha Devi Jhunjhunwala 58333 0.10 0.00 0 0.00 0.00 0.10 5) Gautam Dalmia (HUF) 110541 0.19 0.00 1,10,541 0.19 0.00 0.00 6) Shri Gautam Dalmia (C/o Sumana Trust) 20708 0.04 0.00 20,708 0.04 0.00 0.00 Total 4,26,33,855 74.93 0.00 4,26,10,522 74.89 51.00 0.04 Note : (*) More than one folio clubbed
Change in Promoter’s Shareholding (please specify if there is no change Shareholding at the Cumulative beginning of the year Shareholding during (01.04.2014 ) the year (01.04.2014 to 31.03.2015 ) Sl. Folio no. Name Remarks Shareholding No. of % of total No.of % of total No. / Transaction Shares shares Shares shares Date of the of the Company Company 1) IN30292710174912 DALMIA CEMENT At the 4/1/2014 2,73,12,107 48.00 2,73,12,107 48.00 (BHARAT) begining LIMITED of the year Increase 2/27/2015 1,51,67,166 26.66 4,24,79,273 74.66 At the end 3/31/2015 4,24,79,273 74.66 of the year 2) IN30048412807216 MRIDU HARI At the 4/1/2014 84,36,235 14.83 84,36,235 14.83 DALMIA begining of the year Decrease 2/20/2015 84,36,235 14.83 0 0.00 At the end 3/31/2015 0 0.00 of the year 3) IN30047641736338 MRIDU HARI At the 4/1/2014 35,39,083 6.22 35,39,083 6.22 DALMIA begining of the year Decrease 2/20/2015 35,39,083 6.22 0 0.00 At the end 3/31/2015 0 0.00 of the year 4) IN30009511561592 Mridu Hari At the 4/1/2014 23,54,310 4.14 23,54,310 4.14 Dalmia begining of the year Decrease 2/20/2015 23,54,310 4.14 0 0.00 At the end 3/31/2015 0 0.00 of the year
39 Annual Report 2014-15
Shareholding at the Cumulative beginning of the year Shareholding during (01.04.2014 ) the year (01.04.2014 to 31.03.2015 ) Sl. Folio no. Name Remarks Shareholding No. of % of total No.of % of total No. / Transaction Shares shares Shares shares Date of the of the Company Company 5) IN30009511437367 Mridu Hari At the 4/1/2014 8,02,538 1.41 8,02,538 1.41 Dalmia begining of the year Decrease 2/20/2015 8,02,538 1.41 0 0.00 At the end 3/31/2015 0 0.00 of the year 6) IN30009510778316 Gautam Dalmia At the 4/1/2014 1,10,541 0.19 1,10,541 0.19 begining of the year At the end 3/31/2015 1,10,541 0.19 of the year 7) IN30036022450239 USHA At the 4/1/2014 58,333 0.1 5,83,33 0.10 JHUNJHUNWALA begining of the year Decrease 3/20/2015 58,333 0.1 0 0.00 At the end 3/31/2015 0 0.00 of the year 8) IN30009510768234 Gautam Dalmia At the 4/1/2014 20,708 0.04 20,708 0.04 begining of the year At the end 3/31/2015 20,708 0.04 of the year
Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRS) Shareholding at the Cumulative beginning of the Shareholding during year the year (01.04.2014 (01.04.2014 ) to 31.03.2015) Sl. Folio no. Name - For each Remarks Shareholding No. of % of total No. of % of total No. of the Top 10 / Transaction Shares shares Shares shares Shareholders Date of the of the Company Company 1) IN30039415932965 DHARTI At the 4/1/2014 34,77,142 6.11 34,77,142 6.11 INVESTMENTS begining AND HOLDINGS of the year LIMITED Decrease 7/18/2014 3,676 0.01 34,73,466 6.10 Decrease 7/25/2014 4,769 0.01 34,68,697 6.10 Decrease 8/1/2014 17,696 0.03 34,51,001 6.07 Decrease 8/8/2014 9,317 0.02 34,41,684 6.05 Decrease 8/15/2014 36,128 0.06 34,05,556 5.99 Decrease 8/22/2014 29,972 0.05 33,75,584 5.93 At the end 3/31/2015 33,75,584 5.93 of the year 2) 030954 SHREEVALLABH At the 4/1/2014 6,82,500 1.20 6,82,500 1.20 ORTHOPAEDIC begining INSTRUMENTS of the year P LTD At the end 3/31/2015 6,82,500 1.20 of the year
40 Corporate Overview Management Reports Financial Statements
Shareholding at the Cumulative beginning of the Shareholding during year the year (01.04.2014 (01.04.2014 ) to 31.03.2015) Sl. Folio no. Name - For each Remarks Shareholding No. of % of total No. of % of total No. of the Top 10 / Transaction Shares shares Shares shares Shareholders Date of the of the Company Company 3) 030955 YUGALSHREE At the 4/1/2014 6,82,500 1.20 6,82,500 1.20 TONICS AND begining FOODS PVT LTD of the year Decrease 11/28/2014 6,82,500 1.20 0.00 0.00 At the end 3/31/2015 0.00 0.00 of the year 4) IN30125028736760 SHREE TIRUPATI At the 4/1/2014 4,24,066 0.75 4,24,066 0.75 COMMERCIAL begining CO PVT LTD of the year Decrease 10/24/2014 4,24,066 0.75 0 0.00 At the end 3/31/2015 0 0.00 of the year 5) IN30260310080769 SHREEVALLABH At the 4/1/2014 3,58,218 0.63 3,58,218 0.63 ORTHOPAEDIC begining INSTRUMENTS of the year PVT. LTD. At the end 3/31/2015 3,58,218 0.63 of the year 6) IN30009510097580 Rina Jain At the 4/1/2014 2,74,569 0.48 2,74,569 0.48 begining of the year Decrease 7/4/2014 1,569 0.00 2,73,000 0.48 Decrease 7/11/2014 8,700 0.02 2,64,300 0.46 Decrease 8/15/2014 548 0.00 2,63,752 0.46 Decrease 8/22/2014 452 0.00 2,63,300 0.46 Decrease 8/29/2014 250 0.00 2,63,050 0.46 Decrease 9/6/2014 148 0.00 2,62,902 0.46 Decrease 9/12/2014 3,902 0.01 2,59,000 0.46 At the end 3/31/2015 2,59,000 0.46 of the year 7) IN30009510127636 Sushma Jain At the 4/1/2014 2,74,568 0.48 2,74,568 0.48 begining of the year Decrease 7/4/2014 1,568 0.00 2,73,000 0.48 Decrease 7/11/2014 8,700 0.02 2,64,300 0.46 Decrease 8/8/2014 100 0.00 2,64,200 0.46 Decrease 8/15/2014 900 0.00 2,63,300 0.46 Decrease 8/29/2014 250 0.00 2,63,050 0.46 Decrease 9/5/2014 368 0.00 2,62,682 0.46 Decrease 9/12/2014 3,682 0.01 2,59,000 0.46 At the end 3/31/2015 2,59,000 0.46 of the year 8) IN30260310080752 YUGALSHREE At the 4/1/2014 2,08,635 0.37 2,08,635 0.37 TONICS AND begining FOODS PVT. LTD. of the year Decrease 10/24/2014 2,08,635 0.37 0 0.00 At the end 3/31/2015 0 0.00 of the year
41 Annual Report 2014-15
Shareholding at the Cumulative beginning of the Shareholding during year the year (01.04.2014 (01.04.2014 ) to 31.03.2015) Sl. Folio no. Name - For each Remarks Shareholding No. of % of total No. of % of total No. of the Top 10 / Transaction Shares shares Shares shares Shareholders Date of the of the Company Company 9) IN30009510097563 Laxmi Jain At the 4/1/2014 1,49,533 0.26 1,49,533 0.26 begining of the year Decrease 7/4/2014 1,568 0.00 1,47,965 0.26 Decrease 7/11/2014 8,700 0.02 1,39,265 0.24 Decrease 8/8/2014 37 0.00 1,39,228 0.24 Decrease 8/15/2014 479 0.00 1,38,749 0.24 Decrease 8/22/2014 484 0.00 1,38,265 0.24 Decrease 8/29/2014 250 0.00 1,38,015 0.24 Decrease 9/6/2014 251 0.00 1,37,764 0.24 Decrease 9/12/2014 3,799 0.01 1,33,965 0.24 At the end 3/31/2015 1,33,965 0.24 of the year 10) IN30133020537174 YUGALSHREE At the 4/1/2014 1,48,021 0.26 1,48,021 0.26 TONICS AND begining FOODS PVT LTD of the year Decrease 10/24/2014 1,48,021 0.26 0 0.00 At the end 3/31/2015 0 0.00 of the year 11) IN30260310178476 ASHISH At the 4/1/2014 0 0.00 0 0.00 JHUNJHUNWALA begining of the year Purchase 10/31/2014 7,53,642 1.32 At the end 3/31/2015 7,53,642 1.32 of the year 12) IN30133021439915 SANDIP At the 4/1/2014 0 0.00 0 0.00 JHUNJHUNWALA begining of the year Purchase 12/8/2014 6,82,500 1.20 At the end 3/31/2015 6,82,500 1.20 of the year 13) IN30260310178468 SANDIP At the 4/1/2014 0 0.00 0 0.00 JHUNJHUNWALA begining of the year Purchase 10/31/2014 2,51,797 0.44 At the end 3/31/2015 2,51,797 0.44 of the year 14) IN30047640314310 MEENU At the 4/1/2014 0 0.00 0 0.00 BHANSHALI begining of the year Purchase 3/27/2015 2,11,000 0.38 Increase 3/31/2015 7,199 0.01 2,18,199 0.38 At the end 3/31/2015 2,18,199 0.38 of the year 15) IN30047640475945 TALMA At the 4/1/2014 0 0.00 0 0.00 CHEMICAL begining INDUSTRIES PVT of the year LTD Increase 3/20/2015 76,000 0.13 1,53,500 0.27
42 Corporate Overview Management Reports Financial Statements
Shareholding at the Cumulative beginning of the Shareholding during year the year (01.04.2014 (01.04.2014 ) to 31.03.2015) Sl. Folio no. Name - For each Remarks Shareholding No. of % of total No. of % of total No. of the Top 10 / Transaction Shares shares Shares shares Shareholders Date of the of the Company Company At the end 3/31/2015 1,53,500 0.27 of the year
Shareholding Pattern of Directors and Key Managerial Personnel Shareholding at Cumulative the beginning of Shareholding the year during the year (01.04.2014) (01.04.2014 to 31.03.2015) Sl.No. Folio no. Name - For each Remarks Shareholding No. of % of total No.of % of total of the Directors / Transaction Shares shares Shares shares and KMP Date of the of the Company Company 1) 1202650000011065 VED PRAKASH At the 4/1/2014 24,700 0.04 24,700 0.04 SOOD begining of the year Decrease 6/13/2014 700 0.00 24,000 0.04 Decrease 12/11/2014 1,500 0.00 22,500 0.04 Decrease 12/12/2014 4,000 0.01 18,500 0.03 Decrease 12/31/2014 500 0.00 18,000 0.03 Decrease 1/16/2015 500 0.00 17,500 0.03 Decrease 2/13/2015 250 0.00 17,250 0.03 Decrease 2/27/2015 2,250 0.00 15,000 0.03 Decrease 3/6/2015 2,000 0.00 13,000 0.02 Decrease 3/13/2015 8,000 0.01 5,000 0.01 At the end 3/31/2015 5,000 0.01 of the year 2) IN30154914384552 DHARMENDAR At the 4/1/2014 1,500 0.00 1,500 0.00 NATH DAVAR begining of the year At the end 3/31/2015 1,500 0.00 of the year
43 Annual Report 2014-15
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in Crore) Secured Loans Unsecured Deposits Total excluding Loans Indebtedness deposits Indebtedness at the beginning of the financial year i) Principal Amount 720.46 Nil 15.07 735.53 ii) Interest due but not paid Nil Nil Nil Nil iii) Interest accrued but not due 8.47 Nil 1.08 9.55 Total (i+ii+iii) 728.93 Nil 16.15 745.08 Change in Indebtedness during the financial year • Addition 875.39 Nil Nil 875.39 • Reduction 276.70 Nil 16.14 292.84 Net Change 598.69 Nil (16.14) 582.545 Indebtedness at the end of the financial year i) Principal Amount 1,319.12 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) 1,327.61 Nil Nil 1,327.61
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in Crore) Sl. Particulars of Remuneration Name of MD/WTD/Manager Total Amount No. Shri Gaurav Shri D. D. Atal ------Dalmia (MD) (CEO & WTD) 1) Gross salary (a) Salary as per provisions contained in 1.69 2.50 4.19 section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax 0.08 0.17 0.25 Act, 1961 (c) Profits in lieu of salary under section 17(3) - - - Income Tax Act, 1961 2) Stock Option - - 3) Sweat Equity - - 4) Commission 1.50 - 1.50 - as % of profit - others, specify… 5) Others, please specify - Total (A) 3.27 2.67 5.94 Ceiling as per the Act 8.69
B. Remuneration to other directors: (` in Crore) Sl. Particulars of Remuneration Name of Directors Total No. Amount Shri D. N. Dr. S. R. Dr. R. C. Shri V. P. Shri Puneet Davar Jain Vaish Sood YaduDalmia 1) Independent Directors - Fee for attending board / 0.08 0.04 0.08 0.06 0.03 0.29 committee meetings - Commission - Others, please specify 0.10 0.08 0.08 0.06 0.06 0.38 Total (1) 0.18 0.12 0.16 0.12 0.09 0.67
44 Corporate Overview Management Reports Financial Statements
2. Other Non-Executive Directors Shri P. K. Khaitan
- Fee for attending board / 0.03 0.03 committee meetings - Commission - Others, please specify 0.13 0.13 Total (2) 0.16 - - - - 0.16 Total (B)=(1+2) 0.34 0.12 0.16 0.12 0.09 0.81 Total Managerial Remuneration 6.44 Overall Ceiling as per the Act 19.12
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Sl. Particulars of Remuneration Key Managerial Personnel No. CEO (Also WTD Company CFO Total covered in Secretary A. above) 1) Gross salary (a) Salary as per provisions contained 0.15 0.6 0.75 in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 0.003 0.009 0.01 Income-tax Act, 1961
(c) Profits in lieu of salary under section 0.03 0.14 0.17 17(3) Income-tax Act, 1961 2) Stock Option 3) Sweat Equity 4) Commission - as % of profit - others, specify 5) Others, please specify Total 0.18 0.75 0.93
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A. Type Section of the Brief Description Details of Penalty Authority [RD / Appeal made, Companies Act / Punishment/ NCLT / COURT] if any (give Compounding Details) fees imposed A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding
45 Annual Report 2014-15
Annexure -3 OCL INDIA LIMITED
Regd. Office: At/Po/Ps: Rajgangpur, Dist: Sundargarh, Odisha-770017 CIN: L26942OR1949PLC000185 Tel. No. :(06624)221212, 220121 Website: www.ocl.in / www.oclindialtd.in , E-mail: [email protected]
NOMINATION AND REMUNERATION POLICY directors including all functional heads, for the On the recommendation of Nomination and Remuneration purpose of Clause 49 of the listing agreement. Committee, approved by the Board of Directors at its meeting 3. CONSTITUTION OF COMMITTEE: held on July 24, 2014. i) The Committee shall consist of minimum 3 Non- 1. OBJECTIVE: Executive Directors and majority of them being To lay down criteria and terms and conditions with regard Independent Director. to identifying persons who are qualified to become ii) Minimum two members shall constitute a quorum Directors (Executive and Non-Executive) and persons for the meeting. who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. iii) Constitution and membership of the Committee shall be disclosed in the Annual Report of the To guide the Board in relation to appointment and removal Company. of Directors, Key Managerial and Senior Management Personnel. 4. ROLE OF THE COMMITTEE: To determine remuneration based on the Company’s i) Formulate the criteria for determining qualifications, size and financial position and trends and practices on positive attributes and independence of a director. remuneration prevailing in peer companies, in the cement ii) Recommend to the Board a policy relating to the industry. remuneration of the Directors, Key Managerial and To carry out evaluation of the performance of Directors, Senior Management Personnel or other employees. as well as Key Managerial and Senior Management iii) Formulation of criteria for evaluation of Independent Personnel. Directors and Board. To provide them reward linked directly to their effort, iv) Devising a policy on Board diversity. performance, dedication and achievement relating to the Company’s operations. v) Recommend to the Board, appointment and removal of Director, KMP and Senior Management To retain, motivate and promote talent and to ensure long Personnel. term sustainability of talented managerial personnel and create competitive advantage. vi) Any other matter as the Board may decide from time to time. 2. APPLICABILITY: The Policy shall be applicable to: 5. DUTIES OF COMMITTEE: The duty of the Committee covers the matters relating a) Key Managerial Personnel, which means. to nomination and remuneration of the Directors, Key i) Directors (Executive and Non Executive) Managerial and Senior Management Personnel of the Company. ii) Company Secretary. A) Nomination matters includes: iii) Chief Financial Officer. i) Ensuring that there is an appropriate induction & iv) Such other person as may be prescribed. training programme in place for new Directors and members of Senior Management and reviewing its b) Senior Management, which means:- effectiveness;
i) Personnel of the Company who are members of ii) Ensuring that on appointment to the Board, Non- its core management team excluding Board of Executive Directors receive a formal letter of Directors. This would also include all members appointment as per the provisions of Companies of management one level below the executive Act 2013;
46 Corporate Overview Management Reports Financial Statements
iii) Identifying and recommending Directors who are to iv) To consider other factors as the Committee shall be put forward for retirement by rotation. deem appropriate for elements of the remuneration of the members of the Board and ensure compliance iv) Determining the appropriate size, diversity and of provisions of Companies Act 2013 and other composition of the Board as per the provisions of applicable laws. Companies Act 2013. v) To ensure that a balance is maintained between v) Setting a formal and transparent procedure for fixed and incentive pay reflecting short and long selecting new Directors for appointment to the term performance objectives appropriate to the Board; working of the Company in the remuneration of Senior Management and Key Managerial Personnel. vi) Developing a succession plan for the Board and Senior Management and regularly reviewing the vi) To consider any other matters as may be requested plan; by the Board;
vii) Evaluating the performance of the Board members vii) Professional indemnity and liability insurance for and Senior Management in the context of the Directors and senior management. Company’s performance from business and compliance perspective; The Remuneration policy will be disclosed in the Annual Report of the Company. viii) Delegating any of its powers to one or more of its members or the Secretary of the Committee; 6. General: This Remuneration Policy shall apply to all future employment agreements with members of Company’s ix) Recommend any necessary changes to the Board. Senior Management including Key Managerial Personnel and Board of Directors. In other respects, the x) Considering any other matters as may be requested Remuneration Policy shall be of guidance for the Board. by the Board. Any or all the provisions of this Policy would be subject B) Remuneration matters includes: to the revision/ amendment in the Companies Act, 2013, related rules and regulations, guidelines and the Listing i) To consider and determine the Remuneration, Agreement on the subject as may be notified from time based on the principles of (i) pay for responsibilities, to time. Any such amendment shall automatically have (ii) pay for performance and potential and (iii) pay the effect of amending this Policy without the need of for growth and ensure that the remuneration fixed any approval by the Nomination and Remuneration is reasonable and sufficient to attract, retain and Committee and/or the Board of Directors. However, any motivate the members. such amendment shall be annexed to this Policy and put on the website of the Company for ready reference of ii) To take into account, financial position of the all concerned persons and placed before the Nomination Company, trend in the Industry, appointee’s and Remuneration Committee and the Board of Directors qualification, experience, past performance, past in the next meeting. remuneration, etc.
iii) To bring about objectivity in determining the remuneration package while striking a balance D. N. Davar between the interest of the Company and the Chairman, Nomination and Remuneration Committee Shareholders.
47 Annual Report 2014-15
Annexure -4
OCL INDIA LIMITED Regd. Office: At/Po/Ps: Rajgangpur, Dist: Sundargarh, Odisha-770017 CIN: L26942OR1949PLC000185 Tel. No. :(06624)221212, 220121 Website: www.ocl.in / www.oclindialtd.in , E-mail: [email protected] Criteria for Performance Evaluation of Board its Committees and Directors
On the recommendation of Nomination and Remuneration 2) For each of the criteria, rating number ranges between 1 Committee, approved by the Board of Directors at its meeting and 5 as follows: held on October 20, 2014. Rating Indication BACKGROUND Number OCL India Limited (hereinafter referred as the ‘Company’) 1 Indicating minimum positive. believes in the conduct of its affairs in a fair and transparent 5 Indicating maximum positive. manner by adopting highest standards of professionalism, 0 Indicating where a particular criteria is honesty, integrity and, ethical behavior and in complete not applicable or Director does not have compliance of laws. enough knowledge or information.
Pursuant to the various provisions of the Companies Act, 2013 3) Separate sheet shall be provided to each Director for and rules thereunder and Clause 49 of the Listing Agreement, evaluation. these criteria for performance evaluation of Board, its Committees and Directors are being laid down. 4) The ratings shall be compiled and placed before the Board for discussions and evaluation. AUTHORITY FOR LAYING DOWN THE CRITERIA FOR PERFORMANCE EVALUATION OF BOARD, ITS COMMIT- 5) The evaluation exercise shall be completed within a time TEES AND DIRECTORS frame. The Nomination and Remuneration Committee of the Company shall be the authority to lay down the criteria for RATING CRITERIA (Ratings from 1 to 5) performance evaluation of the Board, its Committees and INDIVIDUAL PEER REVIEW (By all Directors) Directors, which shall be approved by the Board. The criteria a) Whether the Director uphold ethical standards of honesty shall be monitored and reviewed by the Nomination and and virtue? Remuneration Committee and the Board from time to time. b) Whether the Director has appropriate qualifications to AUTHORITY FOR CARRYING OUT THE PERFORMANCE meet the objectives of the Company? EVALUATION The performance evaluation shall be done by the entire Board c) Whether the Director has financial, accounting or excluding the Director being evaluated. business literacy / skills? d) Whether the Director has the industry knowledge, in COMPLIANCES which the Company does business? 1) The performance evaluation shall be done annually. e) How actively and successfully does the Director refresh 2) On the basis of the report of performance evaluation, it his knowledge and skill and is the Director up-to-date shall be determined whether to extend or continue the with the latest developments in areas such as the term of appointment of the Independent Director. corporate governance framework and financial reporting and in the industry and market conditions? 3) In the Board’s Report a statement shall be given indicating the manner in which formal annual evaluation f) How well prepared and well informed is the Director for has been made by the Board of its own performance and Board/Committee meetings? that of its committees and individual directors. g) Does the Director show willingness to spend time and PROCESS OF EVALUATION OF BOARD, ITS COMMIT- effort learning about the Company and its business? TEES AND INDIVIDUAL DIRECTORS h) Is the attendance of the Director at Board/Committee 1) Each Director shall complete an evaluation sheet by meetings satisfactory? giving appropriate rating number related to each of the criteria mentioned below that most closely reflects: i) Does the Director actively participate in the Board/ Committee meetings? a) Performance of individual peer directors; j) Can the Director present his views convincingly, yet b) Overall performance of the Board/Committee(s); diplomatically? c) Performance of Independent Director. k) Can the Director listen to the views of others?
48 Corporate Overview Management Reports Financial Statements
I) How cordial is the Director’s relationship with other 14) Whether Board/Committee ensures that management Board/Committee members and Senior Management? takes action to achieve resolution when there are repeat comments from statutory auditors? m) What has been the quality and value of the Director’s contributions at the Board/Committee meetings? 15) Whether adjustments to the financial statements that resulted from the statutory audit are reviewed by the n) What has been the Director’s contribution to the Audit Committee, regardless of whether they were development of strategy and risk management and how recorded by management? successfully the Director has brought his knowledge and experience to bear in the consideration of these areas? 16) Whether Board/Committee oversees the role of the statutory auditors and has an effective process to o) Where necessary, how resolute is the Director in holding evaluate the auditor’s qualifications and performance? to his views and resisting pressure from others? 17) Whether Board/Committee reviews the audit fees paid to p) How effectively has the Director followed up matters the statutory auditors? about which he has expressed concern? 18) Whether Board/Committee considers internal audit q) How well does the Director communicate with other reports, management’s responses, and steps toward Board/Committee members, senior management and improvement? others? 19) Whether Board/Committee oversees the process and are BOARD/COMMITTEE EVALUATION (By all Directors) notified of communications received from governmental 1) Whether Board/Committee has diversity of experiences, or regulatory agencies related to alleged violations or backgrounds & appropriate composition? areas of non-compliance?
2) Whether Board/Committee monitors compliance with 20) Whether the contributions of the Board/Committee to corporate governance laws, regulations and guidelines? ensuring robust and effective risk management are adequate? 3) Whether Board/Committee demonstrates integrity, credibility, trustworthiness, an ability to handle conflict EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS constructively, and the willingness to address issues (Each Independent Director shall be evaluated by all other proactively? Directors excluding the Director being evaluated) Rating criteria for peer review as stated hereinabove shall also 4) Whether Board / Committee dedicate appropriate time apply to the Independent Directors to the extent there is no and resources needed to execute their responsibilities? overlapping with the rating criteria of Independent Directors 5) Whether Agenda and related information are circulated in (“IDs”) as stated hereinafter. advance of Board/Committee meetings to allow Directors Evaluation based on professional conduct sufficient time to study and understand the information? Whether ID upholds ethical standards of integrity and 6) Whether written materials provided to Board/Committee probity? members are relevant and concise? Whether ID acts objectively and constructively while 7) Whether the Chairman encourages inputs on agenda exercising his duties? of Board/Committee meetings from their members, management, the internal auditors, and the independent Whether ID exercises his/her responsibilities in a bona auditor? fide manner in the interest of the Company?
8) Whether meetings of Board/Committee are conducted Whether ID devotes sufficient time and attention to his/ effectively, with sufficient time spent on significant her professional obligations for informed and balanced matters? decision making?
9) How well does management respond to request from Whether ID not allow any extraneous considerations the Board/Committee for clarification or additional that will vitiate his/her exercise of objective independent information? judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the 10) Whether proper minutes are maintained of each meeting collective judgment of the Board in its decision making? of Board/Committee? Whether 1D does not abuse his/her positions to the 11) Whether Board/Committee meetings are held with detriment of the Company or its shareholders or for the enough frequency to fulfill the Board’s /Committee’s purpose of gaining direct or indirect personal advantage duties? or advantage for any associated person?
12) Whether Board/Committee (as required) considers the Whether ID refrains from any action that would lead to quality and appropriateness of financial/accounting and loss of his/her independence? reporting, including the transparency of disclosures? Where circumstances arise which make an independent 13) Whether Board/Committee considers the statutory audit director lose his/her independence, whether the ID has plan and provides recommendations? immediately informed the Board accordingly?
49 Annual Report 2014-15
Whether ID assists the Company in implementing the Whether IDs strive to attend all meetings of the Board best corporate governance practices? of Directors and of the Committees of which he/she is a member? Evaluation based on Role and functions Whether ID helps in bringing an independent judgment to Whether ID participates constructively and actively in the bear on the Board’s deliberations especially on issues of Committees of the Board in which he/she is chairperson strategy, performance, risk management, resources, key or member? appointments and standards of conduct? Whether ID strives to attend the general meetings of the Whether ID brings an objective view in the evaluation of Company? the performance of Board and management? Where ID has concerns about the running of the Company Whether ID scrutinizes the performance of management or a proposed action, whether he/she ensures that these in meeting agreed goals and objectives and monitor the are addressed by the Board and, to the extent that they reporting of performance? are not resolved, insist that their concerns are recorded in the minutes of the Board meeting? Whether ID satisfies himself/herself on the integrity of financial information and the financial control and the Whether ID does not unfairly obstruct the functioning of systems of risk management are robust and defensible? an otherwise proper Board or Committee of the Board?
Whether ID has taken actions to safeguard the interests of Whether ID gives sufficient attention and ensure that all stakeholders, particularly the minority shareholders? adequate deliberations are held before approving related party transactions and assure himself/herself that the Whether ID balances the conflicting interest of the same are in the interest of the Company? stakeholders? Whether ID ascertains and ensures that the Company Whether ID during Board/Committee meetings alongwith has an adequate and functional vigil mechanism and other members determines appropriate levels of also ensures that the interests of a person who uses such remuneration of executive directors, key managerial mechanism are not prejudicially affected on account of personnel and senior management and have a prime role such use? in appointing and where necessary recommend removal of executive directors, key managerial personnel and Whether ID reports concerns about unethical behavior, senior management? actual or suspected fraud or violation of the Company’s Code of Conduct? Whether ID moderates and arbitrates in the interest of the Company as a whole, in situations of conflict between Whether ID acts within his/her authority, assist in management and shareholder’s interest? protecting the legitimate interests of the Company, shareholders and its employees? Evaluation based on Duties Whether ID does not disclose confidential information, Whether ID undertakes appropriate induction and including commercial secrets, technologies, advertising regularly update and refresh his/her skills, knowledge and sales promotion plans, unpublished price sensitive and familiarity with the Company? information, unless such disclosure is expressly approved Whether ID seeks appropriate clarification or amplification by the Board or required by law? of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts?
D. N. DAVAR CHAIRMAN, NOMINATION AND REMUNERATION COMMITTEE
50 Corporate Overview Management Reports Financial Statements
Annexure -5
ANNUAL REPoRT ON CSR ACTIVITIES-2014-15 will also be open to accommodate any activity as defined in Schedule VII of Company’s Act as and when required. 1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY CSR activities shall be monitored at four levels i.e. Board INCLUDING OVERVIEW OF THE PROJECTS OR PRO- level, CSR Committee Level, CSR Executive Committee GRAMS PROPOSED TO BE UNDERTAKEN A REFER- Level and Unit CSR Team Level. ENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMS: The CSR Policy of the Company has been published in At OCL, we believe that sustained growth of business following website: lies on triple bottom line i.e. growth of people around our operation, protection of environment where we http://www.ocl.in operate and profit from our business. We understand the wellbeing of the community around our business helps 2. THE COMPOSITION OF CSR COMMITTEE: in growth of our business and hence, we value people The CSR Committee has been constituted comprising of around our operational locations and promote inclusive following members: growth. i) Dr. R. C. Vaish-Independent Director- Chairman Our vision is to “Endeavour to serve the society and ii) Shri Gaurav Dalmia enhance excellence.” iii) Shri V. P. Sood-Independent Director Our mission is to “Strive to improve our image in the eyes iv) Shri D. D. Atal of all stakeholders by ensuring wellbeing of community around our operation.” However, pursuant to the expiry of term of Shri Gaurav Dalmia as Managing Director and of Shri D. D. Atal as As per our policy, the CSR activities shall be implemented Whole Time Director and resignation of Shri D. D. Atal by CSR Executive Committee of respective units in from the Board of Directors with effect from March project mode with clearly defined objectives, allocation 31, 2015 and resignation of Dr. R. C. Vaish with effect of resources and timeline as far as possible. Utmost care from May 10, 2015, the CSR Committee has been shall be taken to ensure active involvement of community/ reconstituted as under: beneficiaries in planning, implementation and monitoring while implementing projects. i) Shri V. P. Sood-Independent Director- Chairman
Fund equivalent to 2% of average net profit of the ii) Shri Mahendra Singhi – CEO and Whole Time Director Company for last three consecutive years shall be allocated for undertaking various projects/activities iii) Shri Amandeep – Whole Time Director under CSR. AVERAGE NET PROFIT OF THE COMPANY FOR LAST Education, Health, Infrastructure, Skill Development THREE FINANCIAL YEARS: `132.50 Crore (Livelihood Promotion and Women Empowerment) shall be the major focus area of CSR. Protection of 3. PRESCRIBED CSR EXPENDITURE (2% OF THE Environment as global mandate will remain as an integral AMOUNT AS IN ITEM 3 ABOVE) : `2.65 Crore part of CSR Initiatives. Apart from the above, the Policy
51 Annual Report 2014-15
4. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR: (a) Total amount spent for the financial year: `2.79 Crore (b) Amount Unspent : `NIL (c) Manner in which the amount spent during the financial year is detailed below; (` in Crore) 1 2 3 4 5 6 7 8 S. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount spent: No. activity which the programs outlay on the projects expenditure Direct or through identified. project is (1) Local area (budget) or programs upto the implementing covered or other project or Subheads: reporting agency (2) Specify the program (1) Direct period * State and wise expenditure district on projects where or projects or programs. Programs (2) Overheads was undertaken 1) Health Camps, Schedule VII / 1. The project 2 1.78 1.78 Directly and also Prevention of item No I was through HelpAge Vector Borne Eradicating implemented India, SEWAK & diseases, extreme hunger in local area Himalyan Institute Maternal & and poverty & Dehradun Hospital Child Health and (Uttrakhand) (Dehradoon), Care Project, malnutrition, 2. Area of Narayan Sewa Mobile Medical promoting programme: Sansthan. Services, health care Odisha, Swachha including District Bharat preventive Sundargarh Abhiyaan, health care and Cuttack; Deepening of promoting West Bengal, Dug Wells and preventive District Village Ponds, health care and Midnapore & & Drinking sanitation and Dehraddon Water making (Uttrakhand)” available drinking water 2) Remedial Schedule VII / 1. The project 0.5 0.53 0.53 Directly and also Education item No II was through Friends of Centers, Bridge Promotion of implemented Tribal Society, course centers, education in local area BJSS (Cuttack), Promoting including 2. Area of NIRMAN Higher special programme: (Hyderbaad) and Education, education and Odisha, DALMIA OCL Promoting employment District Seva Trust Education for enhancing Sundargarh Differently abled vocation skills and Cuttack; children,Career especially West Bengal, counselling, among District Vocational children, Midnapore” Training, women, Livelihood & elderly, and Skill the differently Development, abled & Nursing livelihood Training, Mobile enhancement phone repairing project training & ITI training
52 Corporate Overview Management Reports Financial Statements
(` in Crore) 1 2 3 4 5 6 7 8 S. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount spent: No. activity which the programs outlay on the projects expenditure Direct or through identified. project is (1) Local area (budget) or programs upto the implementing covered or other project or Subheads: reporting agency (2) Specify the program (1) Direct period * State and wise expenditure district on projects where or projects or programs. Programs (2) Overheads was undertaken 3) Plantation Drive Schedule VII / 1. The project 0.1 0.03 0.03 Direct & Awareness item No Vl was programs on Ensuring implemented World environmental in local area Environment sustainability, 2. Area of Day ecological programme: balance, Odisha, protection of District flora and Sundargarh fauna, animal and Cuttack; welfare, West Bengal, agroforestry, District conservation Midnapore” of natural resources and maintaining quality of soil, air and water “ 4) Contribution to Schedule VII. 1. The project 0.12 0.12 Direct the Prime Item no. IX was not Minister’s Contribution implemented National Relief to the Prime in local area Fund Minister’s 2. Area of National Relief programme: Fund or any Jammu & other fund set Kashmir” up by the Central Government for socio- economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.
53 Annual Report 2014-15
(` in Crore) 1 2 3 4 5 6 7 8 S. CSR project or Sector in Projects or Amount Amount spent Cumulative Amount spent: No. activity which the programs outlay on the projects expenditure Direct or through identified. project is (1) Local area (budget) or programs upto the implementing covered or other project or Subheads: reporting agency (2) Specify the program (1) Direct period * State and wise expenditure district on projects where or projects or programs. Programs (2) Overheads was undertaken 5) Construction of Schedule VII / 1. The project 0.5 0.33 0.33 Direct market shed, item No X was Community Rural implemented Centre, development in local area dressing room projects 2. Area of at Community programme: Health Centre, Odisha, Water Tank and District additional class Sundargarh rooms in and Cuttack; schools West Bengal, District Midnapore Total 3.10 2.79 2.79
* As this is the first year of reporting, the Cumulative Expenditure is same as that of the current reporting period.
5) INCASE THE COMPANY HAS FAILED TO SPEND 2% OF THE AVERAGE NET PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF, THE COMPANY SHALL PROVIDE THE REASONS FOR NOT SPENDING THE AMOUNT:
Not applicable
6) A RESPOSIBILITY STATEMENT OF THE CSR COMMITTEE THAT THE IMPLEMENTATION AND MONITEERING OF CSR POLICY IS IN COMPLIANCE WITH CSR OBJECTIVE AND POLICY OF THE COMPANY:
It is hereby confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objective and policy of the Company.
Not Applicable Chief Executive Officer Chairman Person specified under clause (d) of CSR Committee Sub-section (1) of Section 380 of the Act
54 Corporate Overview Management Reports Financial Statements
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 2014-15 and % increase in the remuneration of each Director:
Name of Directors Remuneration of % increase Median remuneration Ratio Directors for during 2014-15 of employees FY 2014-15 (` in Crore ) (` in Crore) Shri P. K. Khaitan 0.12 25.00 0.04 02.86 Shri Gaurav Dalmia 3.49 24.16 0.04 79.78 Shri D. N. Davar 0.1 27.39 0.04 02.29 Dr. S. R. Jain 0.07 16.27 0.04 01.72 Dr. R. C. Vaish 0.07 30.43 0.04 01.72 Shri Puneet Yadu Dalmia 0.06 04.35 0.04 01.37 Shri V. P. Sood 0.06 04.35 0.04 01.37 Shri D. D. Atal (CEO) 2.82* 54.80 0.04 64.72 * Includes retiral benefits. ii) The percentage increase in remuneration of Chief Financial Officer in the Financial Year 2014-15: 14%
The percentage increase in remuneration of Company Secretary in the Financial Year 2014-15: 11% iii) The percentage increase in the median remuneration of employees in the Financial Year:12.01% iv) The number of permanent employees on the rolls of Company: 1484 v) The explanation on the relationship between average increase in remuneration and company performance:
The average increase in remuneration of employees depend on many criteria including:
a. Overall performance of the Company.
b. Performance of the segment to which the employee is associated.
c. Individual performance of the employee.
d. Level of responsibility of the employee.
e. Industry practice.
During 2014-15, average increase in cement division employee’s remuneration is 11.06% and average increase in refractory division employee’s remuneration is 9.09%. The difference is due to better performance of cement division. vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:
The annual increase is based on increment and rating matrix as given below (This depends upon the general outlook of industry, performance of the Company, performance of employee).
A+ = 17%
A = 14 %
B+ = 11%
B: = 10%
C: = 6%
D: = 0% - No increase
55 Annual Report 2014-15
Irrespective of level and salary the above % is followed, so the As above at VI. increase is directly linked to the performance ratings. x) The key parameters for any variable component of vii) remuneration availed by the Directors:
March 31, 2015 March 31, 2014 Non-Executive Directors are paid Sitting Fee for attending meetings and Commission at the year end Market capitalization ` 2,583.27 Crore 1,029.89 Crore as decided by the Board of Directors within the limits Price earning ratio 22.84 10.52 prescribed in the Companies Act, 2013, depending upon Percentage increase in the market quotations of the shares of committee positions (Chairmanship/ membership) held, the Company in comparison to the rate at which the Company responsibility taken, etc. came out with the last public offer: 278% The Remuneration of Executive Directors is recommended viii) Average percentile increase already made in the salaries by the Nomination and Remuneration Committee and of employees other than the managerial personnel approved by the Board of Directors in accordance with in the last financial year and its comparison with the Nomination and Remuneration Policy of the Company, percentile increase in the managerial remuneration depending upon profits of the Company, experience of and justification thereof and point out if there are any Director, Industry Practice, etc. exceptional circumstances for increase in the managerial xi) The ratio of the remuneration of the highest paid director remuneration: to that of the employees who are not directors but receive Average Increase Percentage (Manager &Above) remuneration in excess of the highest paid director during =11.53% the year:
Average Increase Percentage (Dy. Manager & Below)= No employee received remuneration in excess of 10.32% remuneration of the highest paid Director.
There were some market correction done for managerial xii) The remuneration paid to directors, key managerial level employees (Total 14 number). Hence the difference. personnel and senior management is as per the remuneration policy of the Company. ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:
56 Corporate Overview Management Reports Financial Statements
Annexure -8 Form No. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st March, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members, OCL India Limited AT/PO-Rajgangpur Sundargarh Odisha - 770017
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by OCL India Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by OCL India Limited (“the Company”) for the Financial Year ended on 31st March, 2015 according to the provisions of: i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; vi) The Factories Act, 1948. vii) The Employee State Insurance Act, 1948. viii) The Contract Labour(Regulation & Abolition) Act, 1970. ix) The Payment of Gratuity Act, 1972. x) The Employee Provident Fund Miscellaneous Provisions Act, 1952.
57 Annual Report 2014-15
xi) The Bonus Act, 1965. xii) The Air (Prevention and Control of Pollution) Act, 1981 xiii) The Water (Prevention and Control of Pollution) Act, 1974 xiv) The Environment Protection Act, 1986 xv) The Forest Conservation Act, xvi) The Mines Act, 1952 xvii) The Electricity Act, 2003 xviii) The Factories Act, 1948 xix) The Fatal Accident Act, 1855 xx) The Hazardous Wastes (Management and Handling) Rules, 1989 xxi) The Apprentice Act, 1961 xxii) The Payment of Wages Act, 1936 xxiii) The Workmen Compensation Act, 1923 I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited having office at Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai - 400 001 and National Stock Exchange of India Limited having office at Exchange Plaza, Bandra-Kurla Complex, Bandra East, Mumbai 400 051.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned and there is no non-compliance/observation/audit qualification, reservation or adverse remarks in respect of above paras.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
There is no non-compliance/observation/audit qualification, reservation or adverse remarks in respect of the Board Structures/ system and processes relating to the Audit period.
I further report that during the audit period
i) The Company had become a subsidiary of Dalmia Cement (Bharat) Limited with effect from 25th February 2015 pursuant to the inter-se transfer of 1,51,32,166 shares between the promoters and Dalmia Cement (Bharat) Limited currently held 74.66% paid up share capital of the Company.
ii) The Company has issued secured, redeemable, non-convertible, rated, listed, taxable bonds in the nature of debentures,on private placement basis, of face value of ` 30 Lacs each, aggregating to ` 600 Crores.
iii) The Shareholders have authorized the Board of Directors to borrow money on behalf of the Company in excess of aggregate of paid up share capital and free reserves under Section 180(1)(c) of the Companies Act, 2013.
iv) The Shareholders have authorized the Board of Directors to create mortgage or charge on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013.
Place: New Delhi Date: 11th May, 2015 Vikas Gera & Associates FCS No. 5248 C P No.: 4500
58 Corporate Overview Management Reports Financial Statements
Annexure -9
STATEMENT CONTAINING PARTICULARS PURSUANT TO RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014.
A. CONSERVATION OF ENERGY ii) The Steps taken by the Company for utilizing alternate i) The steps taken and impact on conservation of sources of energy: energy: 1. Use of pet coke in kiln. CEMENT: 2. Solar power usage in Kapilas Cement Manufacturing Steps taken: Works. 1. Compressed air optimization by replacing the old iii) The Capital investment on energy conservation equipment: reciprocating compressors with screw compressors. 2. Continued monitoring and arresting of leakages by (` in Crore)) installation of air purge system in cyclones to replace 1. Energy Management system 0.6 the blasters. 2. VFD drives 3 nos 0.12 3. Reduction in Preheater tower temp by raw mix 3. Lighting energy save panel optimization and use of water spray in top cyclone. 0.15 4. Pyro process audit by FLS and the action plan 4. Energy efficient motors 0.15 implementation. 5. Water spray system in line 2 top cyclone 0.25 which has increased the production and Impact on conservation of energy: thus reduced the power consumption 6. VFD in fan for AC in Line 2 0.08 1. Reduction in consumption of thermal/electrical energy per ton of cement produced. The power consumption 7. Kiln inlet analyser 0.4 per tonne of cement reduced upto 65 KWH per tonne. B. TECHNOLOGY ABSORBTION: ENVIRONMENTAL IMPROVEMENT: i) Efforts made towards technology absorption: Steps taken: REFRACTORY: 1. New design water spray systems at CCBC, limestone 1. Development of Spinel Zirconia bricks for lime kiln. stock pile in Line-1 and Coal handling plant at CPP. Installation of dry fog system at transfer points, coal 2. Development of Alumina spinel bricks for steel ladle. shed. Installation of dust suppression hopper at clinker 3. Development of Fused and sintered dolomite bricks for loading point AOD vessel. 2. Water sprays and dry fog systems at truck tippler. 4. Development of PCPF refractory for slag port in copper furnace. REFRACTORY: 5. Development of Snorkel of RH Degasser. 6. Development of insert design slide plates and nozzle. Steps taken: 1. Optimising use of AC rooms for storing of CC Mix, thus ii) Benefits derived like product improvement, cost reduc- use of AC reduced and saving in power. tion, product development or import substitution 2. Electrial control circuit has been modified & heater REFRACTORY: banks are switched off during cooling cycle in Castable Plant, thus saving in power cost. Same has been 1. New product & new market open up for SS making and achieved by installing VFD. in copper sector. 3. Provided one no. VFD in Chamber kiln 5 in I.D. fan to 2. Retention of market share. control energy consumption to suit the draft requirement of the kiln. iii) Imported technology during the last 3 years reckoned from the beginning of the financial year: N.A. 4. Installed gas preasure regulators in 2 No Chamber Kilns to regulate the consumption of gas. iv) Expenditure incurred on Research & Development: `3.50 5. Reduced no. of days from 20 to 15 during Chamber kiln Crore. light up and shutdown by reducing no. of filler benches from 40 to 28. C. FOREIGN EXCHANGE EARNINGS AND OUT-GO Foreign exchange earned in terms of actual inflows Impact on conservation of energy: during the year: `62.46 Crore. 1. Reduction in fuel consumption and also cost for silica, Foreign Exchange outgo in terms of actual outflows concast and slide gate products. during the year: `16.27 Crore. 2. Reduction in power consumption in CC CNC, CC Mix, PP Dryer & Silica plant.
59 Annual Report 2014-15
Independent Auditor’s Report To the Members of OCL India Limited Report on the Standalone Financial Statements financial statements give the information required by the Act We have audited the accompanying standalone financial in the manner so required and give a true and fair view in statements of OCL INDIA LIMITED (“the Company”), which conformity with the accounting principles generally accepted comprise the Balance Sheet as at 31st March 2015, the in India, of the state of affairs of the Company as at 31st March Statement of Profit & Loss and the Cash Flow Statement for 2015, and its profit and its cash flows for the year ended on the year then ended, and a summary of significant accounting that date. policies and other explanatory information. Report on Other Legal and Regulatory Requirements Management’s Responsibility for the Financial Statements 1 As required by section 143(3) of the Act, we report that: The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 a) We have sought and obtained all the information and (the “Act”) with respect to the preparation of these standalone explanations which to the best of our knowledge and financial statements that give a true and fair view of the belief were necessary for the purposes of our audit; financial position, financial performance and cash flows of b) In our opinion, proper books of account as required the Company in accordance with the Accounting principles by law have been kept by the Company so far as it generally accepted in India, including the Accounting Standards appears from our examination of those books; specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility c) The Balance Sheet, the Statement of Profit and Loss also includes maintenance of adequate accounting records in and the Cash flow statement dealt with by this report accordance with the provisions of the Act for safeguarding of are in agreement with the books of account; the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of d) In our opinion, the aforesaid standalone financial appropriate accounting policies; making judgments and statements comply with the Accounting Standards estimates that are reasonable and prudent; and design, specified under section 133 of the Act, read with implementation and maintenance of adequate internal Rule 7 of the Companies (Accounts) Rules, 2014. financial controls, that were operating effectively for ensuring e) On the basis of written representations received the accuracy and completeness of the accounting records, from the directors as on 31st March 2015 and taken relevant to the preparation and presentation of the financial on record by the Board of Directors, none of the statements that give a true and fair view and are free from directors is disqualified as on 31.03.2015 from being material misstatement, whether due to fraud or error. appointed as a director in terms of section 164(2) of Auditors’ Responsibility the Act. Our responsibility is to express an opinion on these standalone f) With respect to the other matters to be included in financial statements based on our audit. the Auditor’s Report in accordance with Rule 11 of We have taken into account the provisions of the Act, the the Companies (Audit and Auditors) Rules, 2014, in accounting and auditing standards and matters which are our opinion and to the best of our knowledge and required to be included in the audit report under the provisions information and according to the explanations given of the Act and the Rules made thereunder. to us and such checks as we considered necessary: We conducted our audit in accordance with the Standards on i. The Company has disclosed the impact of Auditing specified under Section 143(10) of the Act. Those pending litigations on its financial position in standards require that we comply with ethical requirements its financial statements – Refer Note 29.1 and and plan and perform the audit to obtain reasonable assurance 29.5 to the financial statements. about whether the financial statements are free of material misstatement. ii. The Company has made provision, as required An audit involves performing procedures to obtain audit under the applicable law or accounting evidence about the amounts and disclosures in the financial standards, for material foreseeable losses, if statements. The procedures selected depend on the auditor’s any, on long-term contracts including derivative judgment, including the assessment of the risks of material contracts. misstatement of the financial statements, whether due to iii. There has been no delay in transferring fraud or error. In making those risk assessments, the auditor amounts, required to be transferred, to the considers internal financial control relevant to the Company’s Investor Education and Protection Fund by the preparation of the financial statements that give a true and fair Company view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing 2. As required by the Companies (Auditor’s Report) Order, an opinion on whether the company has in place an adequate 2015 (“the Order”) issued by the Central Government of internal financial controls system over financial reporting and India in terms of sub-section (11) of section 143 of the the operating effectiveness of such controls. An audit also Act, and on the basis of such checks of the books and includes evaluating the appropriateness of the accounting records of the Company as we considered appropriate principles used and the reasonableness of the accounting and according to the information and explanations given estimates made by the company’s Directors, as well as to us, we give in the Annexure a statement on the matters evaluating the overall presentation of the financial statements. specified in the paragraphs 3 and 4 of the said Order. We believe that the audit evidence we have obtained is For V. Sankar Aiyar & Co. sufficient and appropriate to provide a basis for our audit Chartered Accountants opinion on the financial statements. (ICAI Firm Registration. No. 109208W) Opinion In our opinion and to the best of our information and according Place: New Delhi (M. S. BALACHANDRAN) to the explanations given to us, the aforesaid standalone Dated: 11-05-2015 Partner (M. No:024282)
60 Corporate Overview Management Reports Financial Statements
Annexure referred to in the Auditor’s report to the Members of OCL India Limited on the standalone accounts for the year ended 31st March, 2015.
(i) (a) The Company is maintaining proper records showing Value added tax, Cess and any other statutory dues with full particulars, including quantitative details and the appropriate authorities. There were no arrears of situation of fixed assets. undisputed statutory dues as at 31st March, 2015, which were outstanding for a period of more than six months (b) We are informed that the physical verification of the from the date they became payable. fixed assets covering a substantial value of assets (excluding furniture and fixtures and certain office (b) The disputed dues of different years, which have equipments) was carried out by an outside agency remained unpaid as on 31st March, 2015 for which during 2012 to 2014, and reconciled with books appeals are pending as under: during the financial year. According to information and Nature of the Amount Period to which the Forum where explanation given to us, no material discrepancies Dues (`lacs) amount relates dispute is were noticed on such verification. In our opinion, the pending frequency of verification is reasonable in relation to Orissa Sales 440.12 1995-96 and 1997- Orissa Sales Tax the size of the Company. Tax/ VAT 98 to 2000-01 Tribunal Central Sales 0.11 2006-07 Orissa Sales Tax (ii) (a) The stock of finished goods, stores, spare parts and Tax Tribunal raw materials except those held by consignees and Central Sales 370.09 2010-11 to 2012-13 Addl. stored in customer premises have been physically Tax Commissioner of Sales Tax verified by the management at reasonable intervals Orissa VAT 15.86 2005-06 Commissioner during the year. of Sales Tax West Bengal 12.75 1996-97, 1999-00, West Bengal (b) In our opinion, the procedures of physical verification Sales Tax 2001-02, 2004- Commercial of inventory followed by the management are 05, 2010-11 and Taxes Appellate reasonable and adequate in relation to the size of the 2014-15 & Revisional Company and the nature of its business. Board Cenvat 3,756.38 01.12.2006 to CESTAT, (c) In our opinion, the Company is maintaining proper Credit/ Excise 30.06.2008 and Kolkata; CCE, records of inventory and no material discrepancies 30.06.2011 BBSR Income Tax 180.48 AY: 2005-06, 2007- CIT(A) Delhi were noticed on physical verification. 08 & 2011-12 (iii) The Company has not granted any loans, secured or (c) Based on the information and explanations obtained, unsecured to companies, firms or other parties covered the company has transferred to the Investor Education in the register maintained under section 189 of the Act. & Protection Fund in accordance with the relevant Therefore, the provisions of clause 3(iii)(a)&(b) of the provisions of the Companies Act, 1956. Order are not applicable. (viii) The Company has no accumulated losses and has not (iv) In our opinion and according to the information and incurred cash losses during the financial year covered by explanations given to us, there are reasonably adequate our audit or in the immediately preceding financial year. internal control systems, commensurate with the size of the Company and the nature of its business, for the (ix) On the basis of the verification of records and information purchase of inventory and fixed assets and for the sale and explanations given to us, the Company has not of goods and services. During the course of our audit, defaulted in repayment of dues to financial institutions or we have neither come across nor have been informed of banks or debenture holders. any continuing failure to correct major weaknesses in the internal control system. (x) In our opinion and according to the information and explanations given to us, the terms and conditions (v) The deposits outstanding at the beginning of the year on which the Company has given guarantees for the have been repaid. In our opinion and according to the loans taken by others from banks, are not, prima facie, information and explanation given to us, the Company prejudicial to the interest of the Company. has complied with the provisions of section 73 to 76 or other relevant provisions of the Act. (xi) In our opinion and according to the information and explanations given to us, term loans taken during the (vi) We have broadly reviewed the books of accounts year were applied for the purpose for which the loans maintained by the Company, pursuant to rules made were obtained. under sub-section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and (xii) Based on the audit procedures performed and records have been maintained. We have not, however, representation obtained from the management, we report made a detailed examination of the records with a view that no case of material fraud on or by the Company has to determine whether they are accurate and complete. been noticed or reported during the year under audit. For V. Sankar Aiyar & Co. (vii) (a) According to the records of the Company, the Chartered Accountants Company has been generally regular in depositing (ICAI Firm Registration. No. 109208W) undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Place: New Delhi (M. S. BALACHANDRAN) Wealth tax, Service tax, Duty of customs, Duty of Excise, Dated: 11-05-2015 Partner (M. No:024282) 61 Annual Report 2014-15
Balance Sheet As at March 31, 2015 (` In Lakhs) Particulars Note No. 2014-15 2013-14 I. EQUITY & LIABILITIES Shareholders' Funds Share Capital 2 1,138.50 1,138.50 Reserves and Surplus 3 1,18,482.13 1,09,852.93 1,19,620.63 1,10,991.43 Non Current Liabilities Long-term borrowings 4 1,10,042.78 53,567.65 Deferred tax liabilities (Net) 5 15,266.37 13,641.04 Other long term liabilities 6 14,685.33 12,263.21 Long- term provisions 7 437.07 275.73 1,40,431.55 79,747.63 Current Liabilities Short-term borrowings 8 12,188.11 8,251.12 Trade payables 9 28,830.35 21,279.15 Other current liabilities 10 24,269.10 25,806.50 Short- term provisions 11 2,854.01 2,828.72 68,141.57 58,165.49 Total 3,28,193.75 2,48,904.55 II. Assets Non-current Assets Fixed assets 12 Tangible assets 1,22,357.67 1,22,855.62 Intangible assets 357.07 505.83 Capital work-in-progress 13,113.64 15,883.12 Non-current investments 13 5,865.94 6,217.39 Long-term loans and advances 14 4,889.14 4,207.71 Other non-current assets 15 - 27.93 1,46,583.46 1,49,697.60 Current Assets Current investments 16 1,05,517.01 24,513.10 Inventories 17 36,533.97 31,874.64 Trade receivables 18 19,911.33 22,682.39 Cash & bank balances 19 8,927.56 8,555.32 Short -term loans and advances 14 9,710.02 11,046.14 Other current assets 20 1,010.40 535.33 1,81,610.29 99,206.95 Total 3,28,193.75 2,48,904.55 Significant Accounting Policies 1 Other notes forming part of the financial statements 29 The accompanying notes form an integral part of the financial statements
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
62 Corporate Overview Management Reports Financial Statements
Statement of Profit and Loss For the Year Ended March 31, 2015 (` In Lakhs) Note No. 2014-15 2013-14 INCOME Revenue from operations 21 2,21,491.89 1,84,127.81 Other income 22 2,779.52 3,655.39 2,24,271.41 1,87,783.20 EXPENDITURE Cost of materials consumed 23 42,611.48 40,200.18 Purchases of stock in trade 24 7,190.72 3,832.72 Changes in inventories of finished goods & work in progress & stock in trade 25 (1,900.37) 3,237.26 Employee benefits expense 26 13,537.28 11,173.98 Power and fuel 35,479.40 28,226.29 Finance costs 27 7,100.63 6,807.38 Depreciation & amortization expense 13,892.05 12,640.72 Freight and forwarding expenses On Finished Products 35,676.43 26,966.41 On Clinker Transfer 6,063.04 3,493.41 Other expenses 28 48,518.34 37,896.49 2,08,169.00 1,74,474.84 PROFIT BEFORE TAXATION 16,102.41 13,308.36 Tax Expense: Current Tax 3,291.53 3,039.95 MAT credit entitlement (183.00) (208.02) Deferred Tax 1,625.33 688.80 PROFIT/ (LOSS) FOR THE YEAR AFTER TAX 11,368.55 9,787.63 EARNING PER EQUITY SHARE (Face Value of ` 2/- each) - Refer note- 29.11 1) Basic (`) 19.98 17.20 2) Diluted (`) 19.98 17.20 Significant Accounting Policies 1 Other notes forming part of the financial statements 29 The accompanying notes form an integral part of the financial statements
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
63 Annual Report 2014-15
Cash Flow For the Year Ended March 31, 2015 (` In Lakhs) 2014-15 2013-14 A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax from continuing operations 16,102.41 13,308.36 Adjustment for : Depreciation & Amortization Expense 15,500.74 14,814.11 Loss/(Profit) on sale of fixed assets (106.2) 1.79 Effect of Exchange Rate difference 316.84 943.11 Profit on sale of Investment (397.51) (19.55) Interest expense 6,383.35 6,564.87 Dimunation in value of Investment 351.45 Interest receipt on investment (27.97) (59.25) Dividend on Investment (1,070.92) (871.80) 20,949.78 21,373.28 Operating profit before working capital changes 37,052.19 34,681.64 Adjustments for Working Capital changes Increase/(decrease) in trade payables 7,551.20 5,181.82 Increase/(decrease) in short term provisions (51.24) 82.16 Increase/(decrease) in other current liabilities 515.32 2,501.63 Increase/(decrease) in other long term liabilities 2,422.12 2,336.68 Increase/(decrease) in other long term provisions 161.34 10.99 Decrease/(increase) in trade receivables 2,771.06 (5,187.36) Decrease/(increase) in inventories (4,659.33) 3,379.61 Decrease/(increase) in long term loans and advances 11.54 25.49 Decrease/(increase) in short term loans and advances 1,336.12 (1,912.12) Decrease/(increase) in other current assets (475.07) (182.62) Decrease/(increase) in other non current assets 27.93 (0.91) 9,610.99 6,235.37 Cash generated from Operations 46,663.18 40,917.01 Tax Paid (Net) (3,526.96) (2,358.66) Net Cash from Operating Activities 43,136.22 38,558.35 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (12,423.40) (32,650.26) Sale/write off of Fixed Assets 170.51 99.36 Interest receipt on investment 27.97 59.25 Profit on sale of Investment 397.51 19.55 Purchase of non current Investment (Net) (5.00) Purchase of current Investment (Net) (81,003.88) 2,005.59 Dividend on Investments 1,070.92 871.8 Net Cash generated / (-) used in Investing Activities (91,760.37) (29,599.71)
64 Corporate Overview Management Reports Financial Statements
Cash Flow For the Year Ended March 31, 2015 (` In Lakhs) 2014-15 2013-14 C. CASH FLOW FROM FINANCING ACTIVITIES Increase/(decrease) in long term borrowings 54,422.41 10,471.89 Increase/(decrease) in short term borrowings 3,936.99 (16,393.26) Effect of Exchange Rate difference (316.84) (943.11) Dividend Paid (2,276.01) (853.50) Taxes on Dividend Paid (386.81) (145.05) Interest expense (6,383.35) (6,564.87) Net Cash from Financing Activities 48,996.39 (14,427.90) Net changes in Cash and bank balances (372.24) (5,469.26) Net Increase / (-)Decrease in Cash and Bank balances Balance at the end of the year 8,927.56 8,555.32 Balance at the beginning of the year 8,555.32 14,024.58 372.24 (5,469.26)
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
65 Annual Report 2014-15
Notes to the Financial Statements For the Year Ended March 31, 2015
1 SIGNIFICANT ACCOUNTING POLICIES 1.6. Inventories Stocks of finished and partly finished products are 1.1. accounting Convention valued at lower of cost or net realisable value and for The financial statements are prepared under historical this purpose, cost is determined on absorption costing cost convention (except for certain fixed assets which method. Cost of finished goods includes excise duty. are revalued), on a going concern basis and in Raw Materials, other inputs, stores and spares are accordance with applicable accounting standards valued at lower of cost (net of cenvat) or net realisable notified under relevant provisions of the Companies Act, value after providing for obsolescence. Cost is 2013. determined on FIFO / Weighted Average Basis.
1.2. use of Estimates 1.7. Revenue Recognition and Accounting for Sales & The preparation of financial statements requires Services management to make certain estimates and assumptions Revenue from domestic sale of goods is recognised that affect the amount reported in the financial when significant risks and rewards are transferred to the statements and notes thereto. Differences between customers. Export sales and respective export incentives actual results and estimates are recognised in the period are accounted for on the basis of date of bill of lading. in which they materialise Sales are net of trade discount and sales tax but inclusive of excise duty. Bonus or penalty linked to operating 1.3. Fixed Assets including intangible Assets. efficiency of products, where applicable, is accounted Land, Buildings, Plant and Machinery relating to Cement for upon crystalization. Income from services are and Refractory Works acquired/installed upto 31.12.81 accounted for when becomes due. Interest income is were revalued as at 31.12.85. All other fixed assets recognised on time proportionate basis. Dividend are shown at cost (net of cenvat). Borrowing costs income is accounted for, when the right to receive the attributable to the acquisition of qualifying assets and same is established. all significant costs incidental to the acquisition of assets are capitalised. Intangible assets are recorded at 1.8. treatment of Employee Benefits consideration paid for acquisition of such assets and are The Company makes regular contributions to duly carried at cost less accumulated amortisation. Capital constituted Funds set up for Provident Fund, Family Work in Progress & Intangilbe Assets under development Pension, Gratuity and Superannuation which are are shown at cost. charged to revenue. Contribution to gratuity fund and provision for leave encashment are made on the basis of 1.4. depreciation and Amortisation actuarial valuation. Depreciation on Plant and Machinery added in Cement & Refractory after 31.12.81 is provided on straight line 1.9. Research and Development method and depreciation on all other assets including Revenue expenses are charged off in the year in which it Kapilas Cement Works, Clinkerisation Unit at Rajgangpur is incurred under the natural heads of account. Capital (Line-II), Captive Power Plant, Bengal Cement Works & expenditure, when incurred is added to the cost of fixed Solar Power Plants provided on reducing balance assets. method. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies 1.10. Foreign Currency Transactions Act,2013. An intangible asset is measured at cost and Foreign currency transactions are recorded at exchange amortised so as to reflect the pattern in which the assets rate prevailing on the date of transaction/realisation. economic benefit are consumed. The useful life has Current assets/liabilities are restated at rates prevailing been estimated as 3-5 years in case computer software. at the year end and resultant exchange difference are recognised in the Statement of Profit and Loss. In case 1.5. Investments of forward exchange contracts, the premium or discount Long term Investments are valued at cost. Provision for arising at the inception of such contracts is amortised diminution in value is made, if in the opinion of the over the life of the contract as well as the exchange management, such a decline is considered other than difference on such contracts i.e., differences between temporary. Current Investments are valued at cost or the exchange rates at the reporting /settlement date and quoted / fair value which ever is lower. the exchange rate on the date of inception/last reporting
66 Corporate Overview Management Reports Financial Statements
date, is recognised in the Statement of Profit & Loss. amount of the assets exceeds its recoverable amount, Non-monetary items denominated in foreign currency an impairment loss is recognised in the Statement of are valued at the exchange rate prevailing on the date of Profit and Loss to the extent the carrying amount transaction. exceeds the recoverable amount.
1.11. Deferred Tax 1.13. Provisions, Contingent Liability and Contingent Assets In accordance with Accounting Standard- AS22 ‘Taxes The Company creates a provision when there is a on Income, deferred tax is recognised, subject to present obligation as a result of past event that probably consideration of prudence, being the difference between requires an outflow of resources and a reliable estimate accounting and taxable income that originate in one can be made of the amount of obligation. A disclosure of year and are capable of reversal in subsequent year. contingent liability is made when there is a possible obligation or a present obligation that will probably not 1.12. Impairment of Assets require outflow of resources or where a reliable estimate At each balance sheet date, the Company assesses of the obligation can not be made. Contingent Assets whether there is any indication that an asset may be neither recognised nor disclosed in the financial impaired. If any such indication exists, the Company statement. estimates the recoverable amount. If the carrying
67 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 2. SHARE CAPITAL Authorised Shares 1,00,000 (Previous Year: 1,00,000) Shares of `100 each 100.00 100.00 7,00,00,000 (Previous Year: 7,00,00,000) Shares of `2 each 1,400.00 1,400.00 1,500.00 1,500.00 Issued Shares 6,36,31,805 (Previous Year 6,36,31,805) Ordinary Shares of `2 each 1,272.64 1,272.64 Subscribed & paid up shares 5,69,00,220 (Previous Year 5,69,00,220) Ordinary Shares of `2 each, fully paid up 1,138.00 1,138.00 Add : Shares Forfeited Account 0.50 0.50 Total Subscribed & Paid up Share Capital 1,138.50 1,138.50
a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
Particulars 31st March 2015 31st March 2014 No of Shares (in lakhs `) No of Shares (in lakhs `) Ordinary Shares outstanding at the beginning of the 5,69,00,220 1,138.00 5,69,00,220 1,138.00 year Ordinary Shares issued during the year - - - - Ordinary Shares bought back during the year - - - - Ordinary Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00
b) Terms/ rights attached to ordinary shares The Company has issued only one class of ordinary shares having a par value of `2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31st March 2015, the amount of dividend per share recognised for distribution to ordinary shareholders is `4 /- ( Previous year: Final dividend `4/- per share). In event of liquidation of the company, the holders of ordinary shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary shares held by the shareholders.
c) 4,24,79,273 (% of shareholding-74.66) shares held by Dalmia Cement (Bharat) Ltd. (Holding Company) w.e.f. 25.02.2015
d) Details of shareholders holding more than 5% shares in the Company
Sl Name of the Shareholders As at 31st March 2015 As at 31st March 2014 No No. of Shares % of Holding No. of Shares % of Holding held held 1 Mridu Hari Dalmia ( C/o M H Dalmia Parivar Trust ) - - 1,27,77,856 22.46% 2 Dalmia Cement (Bharat) Limited (holding company 4,24,79,273 74.66% 2,73,12,107 48.00% w.e.f. 25.02.2015) 3 Dharti Investments and Holdings Limited 33,75,584 5.93% 34,77,142 6.11%
e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil.
68 Corporate Overview Management Reports Financial Statements
(` In Lakhs) 2014-15 2013-14 3. RESERVES AND SURPLUS Capital Reserve Balance as per the last Financial Statements 741.90 741.90 Securities Premium Reserve Balance as per the last Financial Statements 19,600.00 19,600.00 Debenture Redemption Reserve Balance as per the last Financial Statements 1,526.35 1,526.35 Add: Transfer from Surplus balance 312.50 - Closing Balance 1,838.85 1,526.35 General Reserve Balance as per the last Financial Statements 72,425.87 60,425.87 Add: Transfer from Surplus balance 12,000.00 12,000.00 Closing Balance 84,425.87 72,425.87 Surplus/ (Deficit) Balance as per the last Financial Statements 15,558.81 20,434.00 Add: Profit for the year as per the Statement of Profit 11,368.55 9,787.63 and Loss Less: Appropriations Proposed Dividend (Per share `4 /- (Previous Year `4/-)) 2,276.01 2,276.01 Tax on proposed dividend 463.34 386.81 Transfer to Debenture Redemption Reserve 312.50 Transfer to General Reserve 12,000.00 12,000.00 Total Appropriations 15,051.85 14,662.82 Closing Balance 11,875.51 15,558.81 Total 1,18,482.13 1,09,852.93
Non Current Current 2014-15 2013-14 2014-15 2013-14 4. LONG TERM BORROWINGS Secured i) Redeemable Non-Convertible Debentures State Bank of India @ 9.90% * 49,500.00 - (Redeemable in 3 equal annual instalments w.e.f 2019-20) SBI Life Insurance Company Ltd.@ 9.90% * 10,500.00 (Redeemable in 3 equal annual instalments w.e.f 2019-20) Life Insurance Corporation of India @ 10.80% # 2,400.00 4,800.00 2,400.00 1,200.00 (Redeemable during 2014-15 to 2016-17) 62,400.00 4,800.00 2,400.00 1200.00 Less: Shown under other current liabilites - - (2,400.00) (1,200.00) (Refer note no 10) 62,400.00 4,800.00 - - # The debentures are secured by way of first pari passu charge over fixed assets (present and future) of Cement Division of the Company * The debentures shall be secured by way of first pari passu charge on all the movable and immovable fixed assets (both present and future) of the Cement Division of the Company situated at RGP Cement Works (Odisha), Kapilas Cement Works (Cuttack) & Bengal Cement Works (Medinipur WB).
69 Annual Report 2014-15
(` In Lakhs) Non Current Current 2014-15 2013-14 2014-15 2013-14 4. LONG TERM BORROWINGS ii) Term Loans From Banks State Bank of India # 2,327.49 3,291.49 964.00 964.00 (Repayable in 32 quarterly installments from Dec, 10) State Bank of India # 3,553.08 4,973.07 1,420.00 1,420.00 (Repayable in 24 quarterly installments from Dec, 12) State Bank of India # 4,356.00 5,000.00 644.00 - (Repayable in 31 quarterly installments from June, 15) State Bank of India # 15,373.28 - - - (Repayable in 40 quarterly installments from Mar, 2019) Export Import Bank of India # - 1,191.30 - 680.74 (Repayable in 27 quarterly installments from June, 10) Export Import Bank of India (Foreign Currency Loan) # 746.56 1,670.98 995.41 954.84 (Repayable in 27 quarterly installments from June, 10) Axis Bank Limited # - - - 1,500.00 (Repayable in 20 quarterly installments from Mar, 10) United Bank of India $ - 1,664.80 - 833.32 (Repayable in 24 quarterly installments from Apr, 11) United Bank of India $ - 4,846.65 - 909.39 (Repayable in 32 quarterly installments from Apr, 11) United Bank of India $ 437.06 4,528.84 93.75 - (Repayable in 26 quarterly installments from Sept, 15) Axis Bank Limtied # - 2,500.00 - - (Repayable in 30 quarterly installments from Sept, 15) HDFC Bank Limited* 35.57 - 7.25 - (Repayable in 60 monthly installments from Feb, 15) From Others International Finance Corporation @ 3,156.94 6,313.86 3,156.92 3,156.92 (Repayable in 13 half yearly installments from Oct, 10) International Finance Corporation (Foreign Currency 17,656.80 12,098.00 - - Loan) # (Repayable in 14 half yearly installments from June, 16) 47,642.78 48,078.99 7,281.33 10,419.21 Less: Shown under other current liabilites - - (7,281.33) (10,419.21) (Refer note no 10) 47,642.78 48,078.99 - - # Secured by First pari passu charge by way of mortgage and hypothecation over all immovable properties and moveable fixed assets (other than Vehicle acquired under specfic vehicle loan) of Cement Division, (both present and future) and further secured by second pari pasu charge on all current assets of the Company. $ Secured by First charge on fixed assets of the Cement Division of Company , both present and future, to be shared pari passu with the providers of the other debt and existing lenders; further secured by way of second pari pasu charge on current assets of Cement Division. @ Secured by First ranking mortgage and Hypothecation on all immovable & movable, present & future assets related to the Cement Division (excluding Current Assets) to be shared pari passu with other lenders in respect of other debts and existing secured lenders to the Cement Division in respect of the existing debt. * The loan is secured by way of first & exclusive charge on the vehicle purchased therefrom.
70 Corporate Overview Management Reports Financial Statements
(` In Lakhs) Non Current Current 2014-15 2013-14 2014-15 2013-14 ii) Unsecured Public Deposits Others - 688.66 - 114.84 688.66 114.84 Less: Shown under other current liabilites - - - (114.84) (Refer note no 10) 688.66 - - Grand Total 1,10,042.78 53,567.65 9,681.33 11,734.05 Less: Shown under other current Liabilities - - (9,681.33) (11,734.05) (refer Note No.10) 1,10,042.78 53,567.65 - -
2014-15 2013-14 5. DEFERRED TAX LIABILITIES (NET) Liabilities : Depreciation 17,394.21 15,442.01 Assets : Difference of value of Stock u/s 145A of the Income Tax Act, 1961 324.64 322.59 Expenses allowable in computing taxable income on payment basis 694.77 591.62 Exchange loss on loan for capital expenditure 293.91 288.73 Provision for doubtful debts & obsolescence 814.52 598.03 2,127.84 1,800.97 Net Liability 15,266.37 13,641.04
6. OTHER LONG TERM LIABILITIES Trade Payables (Due to micro & small enterprises - Nil 3,151.35 3,225.44 (PY-Nil)) Security Deposit 11,533.98 8,983.15 Accrued interest on public deposits - 54.62 14,685.33 12,263.21
7. LONG TERM PROVISIONS Employee benefits Leave encashment (unfunded) 437.07 275.73 437.07 275.73
8. SHORT TERMS BORROWINGS Secured a) Loans repayable on demand Cash Credits from Banks* 9,918.21 7,547.79 b) Other Loans and advances Buyer's Credit from Banks * 2,269.90 - Unsecured c) Loans and advances from Related Party Public Deposits - Related Parties - 26.75 - Other than Related Parties - 676.58 12,188.11 8,251.12 * Working capital facilities (fund based & non fund based limits) and Buyer’s credit are secured by first pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation. These facilities are further secured by second charge over the fixed assets of the Cement Division of the Company.
71 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 9. TRADE PAYABLES Micro & Small Enterprises 64.19 28.64 Others 28,766.16 21,250.51 28,830.35 21,279.15
Disclosure as per Section 22 of "The Micro, Small and Medium Enterprises Development Act 2006":
Particulars As at As at 31st March, 31st March, 2015 2014 (i) the principal amount and the interest due thereon remaining unpaid to any supplier - Principal Amount - - - Interest thereon - - (ii) the amount of interest paid by the buyer in terms of Section 16, along with the amounts - - of the payment made to the supplier beyond the appointed day (iii) the amount of interest due and payable for the period (where the principal has been paid - - but interest under the MSMED Act, 2006 not paid) (iv) The amount of interest accrued and remaining unpaid (Since paid) - - (v) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the - - purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.
10. Other Current Liabilities Current maturities of long-term debts (Refer note no 4) 9,681.33 11,734.05 Interest accrued but not due on borrowings 849.23 900.24 Unpaid dividends # 106.92 96.54 Unpaid matured deposits and interest accrued - 14.51 thereon # On Capital Account 2,870.92 3,951.22 Security Deposits 2,510.29 1,968.72 Advance payments from customers 4,199.10 3,813.33 Other payables - Statutory dues 3,925.34 3,233.03 - Directors commission 44.55 37.40 - Recoveries from employees on behalf of others 81.42 57.46 24,269.10 25,806.50 # There are no amount due & outstanding to be credited to the Investor Education & Protection Fund
11. Short term provisions Employee benefits Leave encashment (unfunded) 95.27 139.04 Superannuation (funded) 19.13 18.66
Others Exchange fluctuation - forward contracts 0.26 8.20 Proposed dividend 2,276.01 2,276.01 Tax on proposed dividend 463.34 386.81 2,854.01 2,828.72
72 Corporate Overview Management Reports Financial Statements
12. FIXED ASSETS (` In Lakhs) Gross Block Depreciation / Amortization Net Block
Fixed Assets As at Additions Disposals / As at Up to For the On Up to As at As at 01.04.2014 Adjustments 31.03.2015 31.03.2014 year disposals 31.03.2015 31.03.2015 31.03.2014 a Tangible Assets Land 653.74 2.68 0.49 655.93 - - - - 655.93 653.74 Land under lease 1,917.71 1.80 - 1,919.51 64.02 19.55 - 83.57 1,835.94 1,853.69 Buildings 12,312.77 3,420.59 14.77 15,718.59 4,311.73 1,376.60 12.54 5,675.79 10,042.80 8,001.04 Plant and Equipment 2,03,908.61 10,474.24 498.74 2,13,884.11 96,485.71 12,114.05 456.79 1,08,142.97 1,05,741.14 1,07,422.90 Plant & Equipment 574.06 - - 574.06 444.64 100.72 - 545.36 28.70 129.42 under lease Furniture and Fixtures 698.33 222.20 15.03 905.50 362.59 124.17 7.91 478.85 426.65 335.74 Vehicles 5,147.06 132.48 31.72 5,247.82 3,646.66 499.47 28.85 4,117.28 1,130.54 1,500.40 Office equipments 2,279.88 598.11 213.11 2,664.88 1,519.31 624.70 206.65 1,937.36 727.52 760.57 Railway Line 4,597.86 - 0.39 4,597.47 2,408.41 431.23 0.39 2,839.25 1,758.22 2,189.45 Live Stock 8.67 2.75 1.19 10.23 - - - - 10.23 8.67 Total 2,32,098.69 14,854.85 775.44 2,46,178.10 1,09,243.07 15,290.49 713.13 1,23,820.43 1,22,357.67 1,22,855.62 b Intangible Assets Computer software 918.29 63.49 24.32 957.46 412.46 210.25 22.32 600.39 357.07 505.83 Total 918.29 63.49 24.32 957.46 412.46 210.25 22.32 600.39 357.07 505.83 Total a & b 2,33,016.98 14,918.34 799.76 2,47,135.56 1,09,655.53 15,500.74 735.45 1,24,420.82 1,22,714.74 1,23,361.45 Previous Year 2,00,021.36 33,148.16 152.54 2,33,016.98 94,892.81 14,898.83 136.11 1,09,655.53 1,23,361.45 1,05,128.55 c Capital Work In 13,113.64 15,883.12 Progress Total ------13,113.64 15,883.12 Notes 1 Gross Block includes amount added in 1985 on revaluation of Land `132.31 lakhs, Buildings `1,200.64 lakhs and Plant and Machinery `1,917.55 lakhs as carried out by an external independent valuer. Since the valuation was carried out long back the indices applied by the valuer is not avaliable. 2 Additions to Fixed Assets and Capital work-in-progress include net borrowing cost of `625.09 lakhs capitalised during the year(Previous Year `1314.36 lakhs). 3 Addition to Capital WIP includes Pre operative expenses/income as detailed under Note 29.19. 4 Depreciation for the year includes `1608.69 lakhs (Pr.Year: `2173.39 lakhs) charged to cost of materials consumed (Note No.23) and `nil (Pr.Year: `84.72 lakhs) capitalised to project. 5 There has been no impairment loss on assets during the year.
Face Value No. of Shares / Units Amount ( In ` Lakhs) 2014-15 2013-14 2014-15 2013-14 13. NON CURRENT INVESTMENTS TRADE - Unquoted - At Cost Equity Instruments - Fully paid up Subsidiary OCL Global Ltd (Face Value in USD) 1 1,00,000 1,00,000 4,145.18 4,145.18 Odhisa Cement Limited 10 50,000 50,000 5.00 5.00 Joint Venture Radhikapur (West) Coal Mining Pvt Ltd 10 73,48,000 73,48,000 734.80 734.80 (Note 29.7) Others First Capital India Limited 6 166 166 0.01 0.01 India Information Technology Limited 10 1 1 - - Preference Shares - Fully paid up Subsidiary OCL Global Ltd (Face Value in USD) * 1 27,30,000 27,30,000 1,330.42 1,330.42 (5% non-cumulative redeemable) Total (A) 6,215.41 6,215.41 * Redeemable at the option of the company in tranches of the company’s choice but not later than 10 years from the date of issue (10-01-2008)
73 Annual Report 2014-15
Face Value No. of Shares / Units Amount ( In ` Lakhs) 2014-15 2013-14 2014-15 2013-14 NON TRADE - Unquoted (Unless otherwise stated) At Cost Equity Instruments - Fully paid up Others Crescent Finstock Limited 10 1,400 1,400 - - Gujarat Composite Limited 10 16 16 - - Ispat Profiles India Limited (`75/-) 10 50 50 - - Bagalkot Udyog Limited 1 100 100 0.01 0.01 Orissa Industries Limited 10 73,450 73,450 1.40 1.40 The Scindia Steam Navigation Company Ltd 20 504 504 0.06 0.06 The Travancore Cements Limited 10 100 100 0.01 0.01 Digvijay Finlease Limited 10 25 25 - - Indo Flogates Limited 10 100 100 0.01 0.01 Bagalkot Cement & Industries Ltd 10 1 1 - - Kanoria Sugar & General Mfg.Co. Limited 10 25 25 - - (`183) Magnesite & Minerals Limited 10 100 100 0.01 0.01 Usha Ispat Limited 10 100 100 0.01 0.01 Orind Exports Limited (`201) 10 100 100 - - Debentures or Bonds Non-convertible Secured - Fully paidup 8% - Indian Chamber of Commerce 100 12 12 0.01 0.01 8% - Indian Chamber of Commerce - 25 2 2 - - Fractional (`50) Others - Fully Paid up Co-operative Society 100 50 50 0.05 0.05 Property Rights in Holiday Resort 4 4 0.41 0.41 Total (B) 1.98 1.98 Less : Provision for dimunition in the value of 351.45 Investments Total ( A + B) 5,865.94 6,217.39
Quoted Investments - - Unquoted Investments 5,865.94 6,217.39 5,865.94 6,217.39 Market value of quoted investments - - Note : Cost below `400/- are given in brackets
74 Corporate Overview Management Reports Financial Statements
(` In Lakhs) Non Current Current 2014-15 2013-14 2014-15 2013-14 14. LOANS AND ADVANCES Capital Advances Secured - considered good 111.78 474.60 - - Unsecured - considered good 1,123.32 485.96 - - Security Deposits Unsecured, considered good 42.69 27.78 1,625.62 2,609.21 Loans and advances to related parties Unsecured, considered good (Refer note no 29.10) - - 7.25 2.75 Other loans and advances Secured, considered good Loan to employees 10.13 15.53 12.66 6.66 Unsecured, considered good Balances with govt. authorites - - 3,493.57 5,123.61 Loan/ Advances recoverable in cash / kind 61.43 79.02 4,420.46 3,201.47 Loans / advances to employees 26.67 30.13 150.46 102.44 Mat credit entitlement 391.02 208.02 - - Advance income tax (net of provision for taxation) 3,122.10 2,886.67 - - Unsecured - considered doubtful - - 13.60 27.14 Less: Provision for doubtful advances 13.60 27.14 4,889.14 4,207.71 9,710.02 11,046.14
2014-15 2013-14 15. OTHER NON CURRENT ASSETS Unsecured, considered good Accrued interest - 27.93 - 27.93
No. of Shares / Units Amount ( In ` Lakhs) 2014-15 2013-14 2014-15 2013-14 16. CURRENT INVESTMENTS NON TRADE - Unquoted - At Cost or NAV whichever is lower a). Investments in debentures or bonds(Commercial 24,905.82 - Paper-Axis Finance Ltd.) b). Units of Mutual Funds - Fully Paid up UTI Treasury Advantage Fund - Inst Plan (DDP) - Reinvest 123,386 637,340 1,236.72 6,388.19 Birla Sunlife Saving Fund - Instl. -DD -Reinvest 3,259,664 7,117,375 3,269.82 7,147.70 BSL Floating Rate Fund -Long Term - GRP 17,931,034 - 30,000.00 - MF-IDFCUSTF-Growth 3,759,835 - 700.79 - MF-IDFC-DBF-Quarterly Dividend Plan 49,659,573 - 5,264.66 - MF-IDFC Money Manager Fund -Treasury Plan -Daily 7,071,731 15,917,599 709.53 1,602.89 Dividend ICICI Prudential Flexible Income Plan Premium - Daily 287,069 5,798,149 303.53 6,130.72 Dividend ICICI Prudential Inst Short term Plan - Divd 41,127 38,582 4.98 4.58 Reinvestment Fortnight ICICI Prudential Flexible Income Regular Plan - Growth 11,417,450 - 30,000.00 - ICICI Prudential Interval Fund Quartely Interval Plan - 8,000,000 - 800.00 I- Direct Plan -Dividend ICICI Prudential Interval Fund II Quarterly Interval Plan - 4,998,250 - 500.00 B- Direct Plan- Dividend SBI - SHF- Ultra Short term Fund - Regular Plan- DD 1,408 113,573 14.15 1,139.05 MF-SBI-DBF-RPG 7,000,000 - 700.00 - Templeton India Short term income retail plan 35,256 35,256 800.00 800.00 Franklin India Ultra Short Bond Fund - SIP - DDR 40,084,128 - 4,040.20 - HDFC Floating Rate Income Fund STP-WO-DR 35,381,850 - 3,566.81 - Total (b) 80,611.19 24,513.13 Total (a+b) 1,05,517.01 24,513.13 Net Asset Value 80,760.98 24,631.02
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(` In Lakhs) 2014-15 2013-14 17. INVENTORIES (Refer Note 1.6 for mode of valuation) Raw Materials and components - In Stock 6,693.52 6,132.31 - In Transit 207.49 55.52 Work-in-progress - In Stock 2,741.44 4,215.81 - In Transit 212.08 Finished goods - In Stock 7,649.91 6,403.22 - In Transit 876.55 601.03 Stock-in-trade - In Stock - 51.75 - In Transit 2,669.32 552.96 Stores, spares, fuel & packing materials - In Stock 9,893.48 10,053.96 - In Transit 5,768.34 3,569.69 Loose Tools - In Stock 33.92 26.31 Total 36,533.97 31,874.64
18. TRADE RECEIVABLES Outstanding for a period exceeding six months from the date they are due for payment Secured, considered good 438.00 464.79 Unsecured, considered good 1,319.79 1,539.40 Unsecured, considered doubtful 1,642.00 1,389.01 3,399.79 3,393.20 Less: Provision for doubtful debts 1,642.00 1,389.01 1,757.79 2,004.19 Others Secured, considered good 8,448.53 6,732.82 Unsecured, considered good 9,705.01 13,945.38 18,153.54 20,678.20 Total 19,911.33 22,682.39
19. CASH & BANK BALANCES Cash & Cash Equivalents Balance with banks: - In current accounts 7,097.38 6,601.85 - In deposit with original maturity of less than 3 months 1,700.00 1,700.00 - In unpaid dividend account 106.92 96.54 Cheques & drafts on hand 1.83 - Cash on hand 21.40 23.71 Stamps on hand 0.03 0.03 Other Bank Balances Deposits Earmarked (CY-Nil / PY -Against Public Deposits) - 133.19 8,927.56 8,555.32
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(` In Lakhs) 2014-15 2013-14 20. Other Current Assets Interest accrued but not due 204.68 180.01 Claims & other receivable Considered good 788.83 323.92 Considered doubtful 9.22 8.44 Assets held for sale (at lower of net book value and 2.79 14.87 net realisable value) Others 14.10 16.53 1,019.62 543.77 Less : Set off from provision for doubtful debts 9.22 8.44 1,010.40 535.33
21. Revenue from Operations (Refer note no 1.7 on revenue recognition) Sale of Products Cement 2,11,280.91 1,73,776.58 Refractories 28,783.25 28,892.51 Power 437.11 216.57 Others -Clinker 3,940.55 2,456.68 Others - Dolomite - 63.50 Sale of Traded Products Slag & Coal 1,693.41 5.54 Refractories 3,398.99 3,567.72 Sale of Services Marketing Services 1,129.52 801.05 Business Auxiliary Services 10.08 9.07 Other Operating Revenue 1,568.33 697.40 2,52,242.15 2,10,486.62 Less: Excise Duty 30,750.26 26,358.81 2,21,491.89 1,84,127.81
22. OTHER INCOME Interest Receipts - On deposits, tax refunds and from customers etc. 282.08 579.62 Profit on sale of assets 158.39 0.71 Gain due to Exchange Difference other than considered as finance cost (Net) 40.72 - Dividends from investments in mutual funds-current 1,070.92 871.80 Profit on sale of long term investment - 681.20 Profit on sale of current investments 397.51 19.55 Other Non Operating Income 829.90 1,502.51 2,779.52 3,655.39
77 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 23. COST OF MATERIALS CONSUMED i) Limestone (Own Quarry) - See foot note (b)below 10,544.18 11,058.39 ii) Slag 15,608.80 15,145.79 iii) Others # 16,458.50 13,996.00 42,611.48 40,200.18 a) # None of these individually account for more than 10% of the total cost of material consumed Note: b) Expenses included in the cost of raw materials Salaries and Wages 692.75 602.90 Contribution to Provident and Other Funds 91.11 64.66 Workmen and Staff Welfare Expenses 50.49 42.02 Payment to Contractors for Services 1,417.56 1,588.39 Power and Fuel 973.99 854.70 Consumption of Stores and Spare Parts 2,469.11 3,083.56 Repairs to Machinery 1,327.79 1,750.15 Repairs to Buildings 0.95 4.17 Royalty and Cess 2,113.19 1,691.29 Rent - 1.46 Rates and Taxes 112.17 119.02 Insurance 37.70 32.79 Depreciation 1,608.69 2,173.39 Sundry Sales/Income -52.83 -47.56 10,842.67 11,960.94
24. PURCHASE OF GOODS TRADED Slag & Coal 4,240.21 5.76 Refractories 2,950.51 3,826.96 7,190.72 3,832.72
25. CHANGES IN INVENTORIES OF FINISHED GOODS , WORK IN PRO- GESS & STOCK IN TRADE Stocks at the beginning of the year Finished Goods 7,004.25 9,212.28 Traded Goods 604.71 282.01 Work in Progress 4,427.89 5,779.82 12,036.85 15,274.11 Less: Stocks at the end of the year (See foot note below) Finished Goods 8,526.46 7,004.25 Traded Goods 2669.32 604.71 Work in Progress 2,741.44 4,427.89 13,937.22 12,036.85 (1,900.37) 3,237.26 Foot Note:- Stock in Trade a) Finsihed Goods Cement 3,101.86 2,840.62 Refractories 5,424.60 4,163.63 8,526.46 7,004.25 b) Traded Goods Refractories 310.29 604.71 Cement 2,359.03 - 2,669.32 604.71 c) Semi Finished Goods Cement 2,063.85 3,257.06 Refractories 677.60 1,170.83 2,741.45 4,427.89
78 Corporate Overview Management Reports Financial Statements
(` In Lakhs) 2014-15 2013-14 26. EMPLOYEE BENEFITS EXPENSE (Refer note 1.8 on employee benefits) Salaries, Wages, Bonus and Gratuity 11,578.36 9,505.69 Contribution to Provident and Other Funds 989.00 892.47 Contribution to Provident and Other Funds - Contractors employees 335.25 309.30 Workmen and Staff Welfare Expenses 634.67 466.52 13,537.28 11,173.98
27. FINANCE COSTS Interest expense On Term Loans, Debentures and Deposits 6,289.11 5,633.40 To Banks and Others 94.24 931.47 Other Borrowing Cost 400.44 95.31 Applicable net gain/loss on foreign currency transactions and translation 316.84 147.20 7,100.63 6,807.38
28. OTHER EXPENSES Consumption of Stores, Spare parts and Packing materials 12,782.74 9,922.35 Repairs and Maintenance Machinery 6,809.48 5,691.85 Buildings 1,043.86 530.83 Others 171.78 140.38 Payments to Contractors for Services 6,432.98 4,516.83 Royalty and Cess 5.96 15.78 Rent 1,085.05 954.11 Rates and Taxes 1,381.92 1,926.74 Excise duty on Stock and Others 247.40 (409.95) Commission to Selling Agents 1,008.56 751.78 Rebates, Discounts and Allowances 714.81 444.98 Insurance 383.93 323.61 Travelling 829.60 671.59 Advertisement and Publicity 2,469.69 1,671.85 Legal 146.50 157.12 Directors' Travelling and Conveyance 18.88 16.66 Directors' Fees 31.25 9.90 Commission to Non Executive Directors 49.50 41.55 Charity and Donations 329.50 556.96 Dimunation in Value of Investment 351.45 - Loss on sale of Current Investments - 42.70 Assets Written off and Loss on Sale of Assets 52.19 2.50 Loss due to Exchange fluctuation other than finance - 795.91 cost (Net) Provision for Doubtful Debts 232.90 474.81 Bad Debts Written Off 4.30 0.50 Provision for Obsolesence in Inventory 9.79 26.17 Payments to Outside Agencies 4,729.03 3,903.53 Miscellaneous Expenses 7,195.29 4,715.45 48,518.34 37,896.49
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(` In Lakhs) 2014-15 2013-14 29 OTHER NOTES FORMING PART OF THE FINANCIAL STATEMENTS 29.1 Contingent liabilities not provided for in respect of : (i) Claims against the Company not acknowledged as debts (a) Disputed liability relating to ESI Contribution on over time wages and other 59.96 57.95 allowances (b) Disputed liability relating to PF Contribution on certain allowances 71.22 71.22 (c) Disputed liability relating to payment of premium on forest land used for 154.13 154.13 Mining purpose (d) For Pollution Control Board, Orissa 8.86 8.86 (e) Disputed claim for supply of Refractories 156.30 156.30 (f) Disputed liabilities relating to Railway for enhanced Godown rent and over 219.14 197.49 loading penal charges (g) Disputed Sales Tax demand(including interest & penalty)-matter under ap- 838.94 665.57 peal (h) Disputed Entry Tax demand-matter under appeal 416.60 293.28 (i) Disputed Excise matters 3,756.38 3,756.38 (j) Disputed liabilities relating to purchase of Electricity - 302.16 (k) Disputed liabilities for Lanjiberna Mines for payment of Stamp Duty 8,349.76 8,349.76 (l) Disputed liabilities for Lanjiberna Mines for payment under Mines and Min- 2,419.17 - erals (Development & Regulation) Act. (m) Others 86.21 222.15 16,536.67 14,235.25 (ii) Other monies for which the Company is contingently liable : (a) Disputed liability relating to labour matters-pending in Courts 3.01 4.57 (b) Disputed liability relating to Land matters-pending in Courts 38.21 39.51 (c) Others 78.00 78.50 Total 119.22 122.58 (iii) Disputed liability in respect of Income Tax demands 296.10 213.03 In respect of items above, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements / decisions pending at various forums / authorities. (iv) a) Liability on account of OD limit of USD 3.50 million enjoyed by OCL Global 1,000.57 498.21 Limited a Subsidiary, secured by First pari passu charge on current assets of the company and further secured by second pari passu charge on fixed as- sets of cement division of the company outstanding amount at year end USD 15,86,704.55 (PY USD 8,39,441) # b) Guarantee given to Banks on behalf of OCL China Ltd USD 25,80,673 (Previ- 1,627.37 1,749.75 ous Year USD 29,48,184)# c) Guarantee given to Banks on behalf of Radhikapur (West) Coal Mining Private - 636.00 Limited against which counter guarantee of `3.32 Lacs has been received from OISL#
# Details of loans given,Investments made and guarantee given covered U/S 186(4) of the Companies Act, 2013 Sl. Name Purpose As at As at No. 31st March, 31st March, 2015 2014 1. OCL Global Ltd. Guarantee given to bank to provide Over 1,000.57 498.21 Draft Facility 2 OCL China Ltd. Guarantee given to bank to provide Working 1,627.37 1,749.75 Capital Facility 3 Radhikapur ( West) Coal Mining Guarantee given to bank - 636.00 Pvt. Ltd. 29.2 Estimated amount of contracts remaining to be executed on capital account (net of 3,483.41 5,865.96 advances) and not provided for
80 Corporate Overview Management Reports Financial Statements
(` In Lakhs) 2014-15 2013-14 29.3 Remuneration to Auditors and Expenses Auditors Audit Fee 18.00 16.00 Tax Audit Fee 4.00 4.00 In Other Capacities Taxation matters 1.00 0.75 Certification of Quarterly Limited Review 7.00 6.00 Certification of other Statements 6.75 7.10 Expenses including boarding and Lodging 7.02 13.00 Cost Auditor Audit Fee 1.00 0.70 Expenses including boarding and Lodging 0.32 0.21 29.4 In the opinion of the Board and to the best of their knowledge and belief, the valuation on realisation of current assets, loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet. 29.5 The Supreme Court of India in April, 1996, upheld the validity of Jute Packing Materials (Compulsory use in Packing Commodities) Act, 1987. The Company has been legally advised that the Act is applicable to it only with effect from October, 1996. Under the Act, Cement Manufacturers are required to use Jute Packaging Material for supply or distribu- tion upto 50% of their total production. The Calcutta High Court has granted stay against show cause notice received by the Company from the Jute Commissioner.The Transfer Petition filed by the Union of India before the Hon’ble Supreme Court was dismissed by the Hon’ble court due to default and as a result of which the pending writ of the Company will be heard by the Hon’ble Kolkata High Court on merits. The amount that may become payable, is presently not ascertainable. However, the Government has not notified the compulsory packing of Cement in jute packing materials for the period effective from 1st July, 1997. 29.6 In respect of licence granted for captive mining Block at Radhikapur mines, a Joint Venture company Radhikapur (West) Coal Mining Private Limited has been incorporated on 29th March 2010 in which the Company’s interest jointly with OCL Iron & Steel Limited (OISL) is 14.696%. The Company has invested `734.80 Lacs (PY 734.80 lakhs) in equity shares of the JV Company which includes `383.35 Lacs (PY `383.35 lakhs) being proportionate value of shares to be transfered to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint Venture Partners. The details of the Company’s interest in J.V are as under: (` In Lakhs) Particulars As at March As at March 31, 2015 31, 2014 (Unaudited) (Unaudited) EQUITY & LIABILITIES Current Liabilities Short-term borrowings - - Trade payables 0.31 0.92 Other current Liabilities 0.02 0.02 Total 0.33 0.94 ASSETS Non-current Assets Tangible assets 0.10 0.22 Pre-Operative Expenses 54.10 63.02 Long term loans and advances 149.80 149.80 Current assets Cash and bank balances 138.17 130.97 Short term loans and advances 4.29 3.28 Other current assets 5.33 5.11 Total 351.79 352.40 This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under Pre-Operative expenses.
81 Annual Report 2014-15
29.7 Consequent upon decision of the Hon’ble Supreme Court of India cancelling the allocation of Coal block, vide Order dated 24th September, 2014, the Company is in the process of assessing the recoverabilty of the amounts invested of `351.45 Lakhs in the Joint Venture Company ‘’Radhikapur (West) Coal Mining Private Ltd.’’. As a matter of prudence, a provision for similar amount has been made in the accounts during the current year. 29.8 Bank balances includes `0.45 Lakhs (PY `0.45 Lakhs-)lying in a current account with a nationalised bank, to be operated jointly by the authorised signatories of the Company and OISL in respect of Coal Block Operations as mentioned in note 29.7 above 29.9 Segment disclosure (AS - 17) (` In Lakhs) Particulars Cement Refractory Others Unallocable Total Segment operating Revenue External 2,17,351.97 33,312.23 9.61 2,50,673.81 (1,76,455.37) (33,325.08) - (8.77) (2,09,789.22) Segment Result Profit / (Loss) before Tax and Interest 25,988.77 1,812.58 -4,598.31 23,203.04 (22,303.00) (15,38.00) -(3,725.26) (20,115.74) Less : Interest 7,100.63 7,100.63 (6,807.38) (6,807.38) Profit before Taxation 16,102.41 (13,308.36) Provision for Taxation - Current 3,291.53 3,291.53 (3,039.95) (3,039.95) - Deferred 1,625.33 1,625.33 (688.80) (688.80) - Less : -183.00 -183.00 MAT Credit -(208.02) -(208.02) entitlement Profit after Taxation 11,368.55 (9,787.63) Other Information Segment Assets 1,84,245.79 28,748.30 1,15,199.66 3,28,193.75 (1,85,137.27) (29,545.06) (34,222.22) (2,48,904.56) Segment Liabilities 52,536.28 4,684.99 1,51,351.85 2,08,573.12 (39,795.23) (6,867.75) (91,250.13) (1,37,913.12) Capital Expenditure including capital 11,918.38 162.07 68.41 12,148.86 WIP (34,599.15) (736.74) (24.87) (35,360.76) Depreciation 14,965.43 443.56 91.75 15,500.74 (14,245.81) (579.48) (73.54) (14,898.83) Non cash expenses other than depreciation : Provision for Leave encashment 66.88 39.72 10.97 117.57 (77.33) -(3.06) (12.32) (86.59) Figures in brackets are in respect of previous year.
Note : a) As per practice consistently followed, inter segment transfers for capital jobs recognised at cost and for other jobs at estimated realisable value. b) Business segment is considered as primary segment and there is only one geographical segment.
82 Corporate Overview Management Reports Financial Statements
29.10 Related Party Disclosures (AS-18) a) Related parties and their relationship : 1) Key management personnel: Shri M H Dalmia, Shri R H Dalmia, Shri.Gaurav Dalmia(Managing Director), Shri D.D.Atal (Wholetime Director) Relatives: Shri.A.H.Dalmia, Shri.V.H.Dalmia, Shri Y.H Dalmia, Smt. Abha Dalmia, Smt. Padma Dalmia, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Smt. Kanupriya Somany, Smt.Sharmila, Dalmia, Shri.Puneet Yadu Dalmia, Smt. Kiran Atal 2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formly Dalmia Bharat Entrprises Ltd) 3) Holding Company: Dalmia Cement (Bharat) Limited (w.e.f 25.02.2015) 4) Subsidiary: OCL Global Limited, Odisha Cement Limited 5) Step down Subsidiary: OCL China Limited 6) Enterprises over which key management personnel are able to exercise significant influence : Hari Machines Limited, Dalmia Bharat OCL Trust, Dalmia Institute of Scientific & Research (DISIR), Dalton International Ltd, Landmark Property Development Co.Ltd, Shree Natraj Ceramic & Chemical Industries Ltd, Landmark Landholdings Pvt.Ltd, Dalmia Bharat Sugar & Industries Ltd, Calcom Cement India Ltd, Debikay Systems Limited, Kiran Resources (P)Ltd, Dalmia Magnesite Corporation, Dalmia Cement East Limited, Dalmia Refrac- tories Limited b) Transactions with above in ordinary course of business : (` In Lakhs) 2014-15 2013-14 1) Transactions with parties referred in (1) above: a) Remuneration /Pension 1,160.55 839.53 b) Fixed Deposit received - 7.75 c) Fixed Deposit repaid 28.05 - d) Interest Expense 0.99 1.98 e) Service received 12.52 9.79 f) Rent Paid 77.21 58.93 g) Payable at the year end - 33.90 2) Transactions with parties referred in (2) above: a) Service rendered 0.09 5.21 b) Service received 2,816.11 2,681.66 c) Payable at the year end 1,025.06 697.82 3) Transactions with parties referred in (3) above: a) Purchase of goods 1.30 b) Purchase fixed assets 42.40 c) Service rendered 0.52 0.64 d) Service received 8.41 13.87 e) Receivable at the year end 0.08 0.31 f) Payable at the year end 16.68 4) Transactions with parties referred in (4) above: a) Purchase of goods and fixed assets 1,411.15 2,250.25 b) Service rendered 162.18 153.98 c) Guarantee Provided ( USD 15.87 Lakhs) (Previous year USD 8.39 Lakhs) 1,000.57 498.21 d) Receivable at the year end 3.20 1.82 e) Payable at the year end 348.23 520.37 5) Transactions with parties referred in (5) above: a) Guarantee Provided ( USD 25.81 Lakhs) (Previous year USD 29.48 Lakhs) 1,627.37 1,749.75 6) Transactions with parties referred in (6) above: a) Purchase of goods 430.64 369.51 b) Purchase fixed assets - 18.41 c) Sale of goods 4,707.39 3,008.65 d) Service rendered 52.15 102.19 e) Service received 196.29 264.18 f) Rent Paid - 13.93 g) Receivable at the year end 1,006.70 1,454.96 h) Payable at the year end 89.93 136.62
83 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 c) Disclosure of Material transactions with Related Parties Remuneration Syt.M.H.Dalmia 103.05 22.66 Syt.R.H.Dalmia 343.70 278.11 Shri.D.D.Atal 282.82 182.52 Shri.Gaurav Dalmia 348.66 280.82 Purchase of fixed assets Hari Machines Ltd. - 2.41 Purchase of goods Dalmia Cement(Bharat) Ltd. - 1.30 Dalmia Bharat Sugar & Industries Ltd 83.54 33.66 Dalmia Refractories Limited 329.27 270.93 Sale of goods and fixed assets Calcom Cement India Limited 3,031.32 2,082.10 Dalton International. Ltd 1,096.72 899.22 Hari Machines Ltd. 10.83 20.08 Dalmia Refractories Limited 58.44 - Dalmia Cement East Limited 499.87 -
Service rendered Hari Machines Ltd. 5.23 5.76 Service received Hari Machines Ltd. 6.80 7.04 Dalmia Cement(Bharat) Ltd. 8.41 13.87 Dalmia Bharat Ltd 2,816.11 2,681.66 DISIR 131.40 119.70 Dalton International. Ltd 40.06 111.89 Astir Properties Pvt. Ltd.(Rent) - 13.93
Receivable at the year end Dalton International. Ltd 754.86 899.22 Hari Machines Ltd. 12.45 12.43 Dalmia Refractories Limited 47.77 Calcom Cement India Limited 188.32 542.49 Payable at the year end Dalton International. Ltd 17.13 49.31 Dalmia Bharat Ltd 1,025.06 697.82 Dalmia Refractories Limited 67.10 - Dalmia Cement(Bharat) Ltd. - 16.68 29.11 Earning per share (EPS) AS - 20 Profit after tax (In ` Lakhs) 11,368.55 9,787.63 Weighted Average No. of equity shares of `2 each as on 31.03.2015 Basic & Diluted (No in Lakhs) 569.00 569.00
EPS (`) Basic & Diluted 19.98 17.20
84 Corporate Overview Management Reports Financial Statements
(` In Lakhs) % 2014-15 % 2013-14 29.12 Value of imported and indigenous Raw Materials and Spareparts Consumed i) Raw Materials Imported 13.54 5,932.18 11.87 4,887.43 Others 86.46 37,881.68 88.13 36,284.82 ii) Spareparts Imported 7.99 468.44 27.70 1,377.28 Others 92.01 5,391.26 72.30 3,594.72 29.13 Imports (C.I.F. Value) i) Raw Materials 5,453.48 7,381.91 ii) Components and Spareparts 1,652.94 2,209.07 iii) Capital Goods 14.80 6,042.91 29.14 Expenditure in foreign currency: i) Royalty and know how fees 5.96 7.23 ii) Interest on Foreign Currency Loans 757.61 306.13 iii) Professional/ Consultation fee 97.61 435.55 iv) Commission 258.51 206.55 v) High Sea Purchase 434.68 19.93 vi) Other Matters 72.40 24.45 29.15 Earnings in Foreign Exchange i) Goods exported (F.O.B. Value) 5,335.10 5,248.43 ii) Sale of goods on High Sea 750.47 63.79 iii) Service charges 155.99 146.13 iv) Sundry receipts 4.39 0.18 29.16 The Company has not paid dividends in foreign currency during the year in respect of shares held by non-residents. The amount payable to non-resident shareholders has been paid to their mandatee banks. The amount of dividend so paid to non resident shareholders during the year is as follows: 2014-15 2013-14 i) No.of non-resident share holders 163 171 ii) No. of equity shares held by them 27,29,938 27,59,424 iii) Amount of dividend paid (In ` Lakhs) 109.2 41.39 iv) Year to which the dividend relates 2013-14 2012-13 29.17 Foreign Currency Exposure (Amount In Lakhs) i) Hedged - Forward Contracts for imports (USD) USD 1.00 8.77 Euro 0.50 0.19 Term Loan USD 139.05 79.32 Foreign Currency Loan availed under Buyers' Credit USD 36.00 - Creditors USD 35.44 ii) Not Hedged - Trade receivables USD 9.54 6.84 Euro 4.11 7.02 GBP 7.67 10.12 - Trade payables USD 99.82 11.10 Euro 8.32 1.52 JPY 6.67 9.01 GBP 0.02 0.30 Cash & Bank Balance USD (CY 5.75 - - PY 47.75) GBP (CY 1.2 - - PY 249.2) EURO (CY - - 6.66 PY 151.66) RMB 0.03 0.03 JPY 0.01 0.14 Kwacha 0.30 0.30 Term Loan USD 168.58 164.09 PCFC LOAN USD 4.89 4.27 EURO 5.63 8.64 GBP 4.33 7.85
85 Annual Report 2014-15
29.18 Employee Benefits - AS 15 (Revised) a) The Company has determined the liability for Employee benefits as at March 31, 2015 in accordance with revised Accounting Standard 15 notified by Govt. of India - Employee defined benefits. b) Following information are based on report of Actuary Defined benefit plans as at March 31, 2015 (` In Lakhs) 2014-15 2013-14 Gratuity Leave Gratuity Leave (Funded) Encashment (Funded) Encashment (Unfunded) (Unfunded) A Break-up of expenses 1 Current Service Cost 212.01 303.42 174.19 246.15 2 Interest cost 131.21 27.92 119.63 21.05 3 Expected return on plan assets (164.83) - (126.52) - 4 Net Actuarial (gain) / loss recongised during the 82.13 (82.46) 106.52 (19.60) year 5 Total expense 260.52 248.88 273.82 247.60 B Actual return on plan assets 1 Expected return on plan assets 164.83 - 126.52 - 2 Actuarial gain / (loss) on plan assets 56.05 - (22.84) - 3 Actual return on plan assets 220.88 103.68 C Reconciliation of obligation and fair value of assets 1 Present value of the obligation at the end of the 2,057.16 532.34 1,704.36 414.77 year 2 Fair value of plan assets at the end of the year 2,057.20 - 1,704.52 - 3 Funded status [surplus / (deficit)] 0.04 (532.34) 0.16 (414.77) D Change in present value of the obligation during the year ended March 31, 2015 1 Present value of obligation as at April 1, 2014 1,704.36 414.77 1,488.05 328.18 2 Current Service Cost 212.01 303.42 174.19 246.15 3 Interest cost 131.21 27.93 119.63 21.05 4 Benefits paid (128.60) (131.32) (161.19) (161.01) 5 Actuarial (gain) / loss on plan assets 138.18 (82.46) 83.68 (19.60) 6 Present value of obligation as at March 31, 2015 2,057.16 532.34 1,704.36 414.77
E Change in Assets during the year ended March 31, 2015 2014-15 2013-14 1 Fair value of plan assets as at April 1, 2014 1,704.52 1,488.53 2 Expected return on plan assets 164.83 126.52 3 Contribution made 260.40 273.50 4 Benefits paid (128.60) (161.19) 5 Actuarial gain / (loss) on plan assets 56.05 (22.84) 6 Fair value of plan assets as at March 31, 2015 2,057.20 1,704.52
F The major category of plan assets as a percentage of total plan Gratuity : 80% (PY80%) invested with Central Govt/State govt/State Govt. Securities/Public sector bonds Fixed Deposit with PSU Banks Leave Encashment : Unfunded
86 Corporate Overview Management Reports Financial Statements
2014-15 2013-14 Gratuity Leave Gratuity Leave Encashment Encashment G Actuarial Assumptions 1 Discount rate 8.00% 8.00% 8.50% 8.50% 2 Expected rate of return on plan assets 9.67% N/A 8.50% NA 3 Mortality IALM IALM IALM IALM (2006-08) (2006-08) (2006-08) (2006-08) ULTIMATE ULTIMATE ULTIMATE ULTIMATE 4 Salary escalation 6.00% 6.00% 6.00% 6.00%
c) Gratuity is administered by an approved gratuity fund trust
d) Amount recognised as an expense in respect of defined benefits plan as under : (` In Lakhs) 2014-15 2013-14 1 Contribution to Gratuity Fund 260.40 273.50 2 Gratuity paid directly 17.66 39.97 3 Leave encashment 248.88 247.60 526.94 561.07 e) Defined Contribution plan: Contribution to Defined Contribution Plan, recognised as expense for the year as under: 1 Employer's contribution to Government Provident Fund 801.80 718.13 2 Employer's contribution to Superannuation Fund 75.82 76.65 3 Farewell gift to retired employees 1.95 1.28 4 Medical insurance premium to retired employees 17.98 16.58 897.55 812.64
29.19 Capital Work-In-Progress at OCL Bengal Cement Works/ Medinipur (PY Captive Power Plant, Rajgangpur & OCL Bengal Cement Works/ Medinipur) includes the following expenses / income Salary & Wages - 111.48 Rent - 4.47 Insurance - 17.21 Finance Charges 10.32 183.31 Others - 260.28
29.20 Research & Development Expenses a) The Company has in-house R & D Centre, approved by the Department of Scientific and Industrial Research (DISIR), Ministry of Scientific & Technology, Govt of India. The details of revenue/capital expenditure incurred by the said R&D Centre during the year is as under :- 1) Revenue Expenditure charged to statement of Profit & Loss i) Salary and other Benefits 218.06 184.14 ii) Raw Material & Stores 108.43 69.62 iii) Others 24.08 39.47 Total 350.57 293.23 2) Capital expenditure shown under Fixed assets schedule - 0.57 Grand Total 350.57 293.80
87 Annual Report 2014-15
29.21 Balance confirmation letters were sent in respect of accounts showing debit or credit balances. Balance Confirmations have not been received in few cases. In the opinion of the Management, adjustments, if any, required on confirmation and reconciliation is not expected to be material.
29.22 As per section 135 the Companies Act, 2013, the Company is required to spend two percent of the average net profits of the Company made during the last three immediately preceding financial years on Corporate Social Responsibility. Ac- cordingly the Company has complied with the said section and spent amounts aggregative to `279.45 lakhs (in excess of the said percentage) which includes: Contribution to Prime Minister relief fund `12.10 Lakhs, and to other institutions `45.01 lakhs both approved under section 80G of the Income tax 1961, contribution to institutions approved under sec- tion 35(1)(ii) of the Income Tax Act, 1961 `100 lakhs, to institutions approved under section 35 AC of the Income Tax Act, 1961 of `30 Lakhs and expedniture on rural infrastructure development, healthcare, skill development, livelihood, promo- tion of education etc. aggregating to `92.34 Lakhs.
29.23 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
88 Corporate Overview Management Reports Financial Statements
Independent Auditor’s Report To the Members of OCL India Limited
To and plan and perform the audit to obtain reasonable assurance The Members of OCL India Limited about whether the consolidated financial statements are free from material misstatement. Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial An audit involves performing procedures to obtain audit statements of OCL India Limited (“the Holding Company”) and evidence about the amounts and disclosures in the its subsidiaries (“the Group”) and jointly controlled entity, consolidated financial statements. The procedures selected which comprises the consolidated Balance Sheet as at March depend on the auditor’s judgement, including the assessment 31, 2015 and the consolidated Statement of Profit and Loss of the risks of material misstatement of the consolidated and the consolidated Cash Flow Statement for the year then financial statements, whether due to fraud or error. In making ended, and a summary of significant accounting policies and those risk assessments, the auditor considers internal financial other explanatory information (the Consolidated financial control relevant to the Holding Company’s preparation of the statement). consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the Management’s Responsibility for the Consolidated Financial circumstances, but not for the purpose of expressing an Statements opinion on whether the Holding Company has an adequate The Holding Company’s Board of Directors is responsible for internal financial controls system over financial reporting in the preparation of these consolidated financial statements in place and the operating effectiveness of such controls. An terms of the requirements of the Companies Act, 2013 (“the audit also includes evaluating the appropriateness of Act”) that give a true and fair view of the consolidated financial accounting policies used and the reasonableness of the position, consolidated financial performance and consolidated accounting estimates made by the Holding Company’s Board cash flows of the Group including jointly controlled entity in of Directors, as well as evaluating the overall presentation of accordance with accounting principles generally accepted in the consolidated financial statements. India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies We believe that the audit evidence we have obtained is (Accounts) Rules, 2014. The respective board of directors of sufficient and appropriate to provide a basis for our audit the companies included in the Group and jointly controlled opinion. entity are responsible for maintenance of adequate accounting Opinion records in accordance with the provisions of the Act for safeguarding the assets of the Group and jointly controlled In our opinion and to the best of our information and according entity and for preventing and detecting frauds and other to the explanations given to us, the aforesaid consolidated irregularities; the selection and application of appropriate financial statements give the information required by the Act in accounting policies; making judgements and estimates that the manner so required and give a true and fair view in are reasonable and prudent; and the design, implementation conformity with the accounting principles generally accepted and maintenance of adequate internal financial controls,that in India, of the consolidated state of affairs of the Group and were operating effectively for ensuring the accuracy and jointly controlled entity as at March 31, 2015 and their completeness of the accounting records, relevant to the consolidated profit and their consolidated cash flow for the preparation and presentation of the consolidated financial year ended on that date. statements that give a true and fair view and are free from Other matter material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the (a) We did not audit the financial statements of all subsidiaries Consolidated Financial Statements by the Directors of the (three) whose financial statements reflect the total assets Holding Company, as aforesaid. of `16,762.40 lakhs as at March 31, 2015, total revenues of `17,036.40 lakhs and net cash flows amounting to Auditor’s Responsibility `68.74 lakhs for the year then ended on that date, as Our responsibility is to express an opinion on these considered in the consolidated financial statements. consolidated financial statements based on our audit. While These financial statements have been audited by other conducting the Audit, we have taken into account the auditors whose reports have been furnished to us by the provisions of the Act, Accounting and Auditing standards and Management and our opinion on the consolidated matters which are required to be included in the Audit Report financial statements, in so far as it relates to the amounts under the provisions of the Act and the Rules made there and disclosures included in respect of these subsidiaries under. 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 We conducted our audit in accordance with the Standards on aforesaid subsidiaries is based solely on the reports of the Auditing specified under Section 143(10) of the Act. Those other auditors. Standards require that we comply with ethical requirements
89 Annual Report 2014-15
(b) We did not audit the financial statements of a jointly read with Rule 7 of the Companies (Accounts) controlled entity, whose financial statements reflect total Rules, 2014. assets of `351.78 lakhs as at 31st March, 2015, total revenues of `nil and net cash flows amounting to `nil for e. On the basis of the written representations the year ended on that date, as considered in the received from the Directors of the Holding consolidated financial statements. These financial Company as on 31st March 2015 taken on record statements are unaudited and have been furnished to us by the Board of Directors of the Holding Company by the Management and our opinion on the consolidated and the reports of Statutory Auditors of its financial statements, in so far as it relates to the amounts subsidiary company and jointly controlled entity and disclosures included in respect of this jointly incorporated in India, none of the Directors of the controlled entity, and our report in terms of sub-sections Group Companies and jointly controlled entity (3) and (11) of Section 143 of the Act in so far as it relates incorporated in India is disqualified as on 31st to the aforesaid jointly controlled entity is based solely on March 2015 from being appointed as a directors such unaudited financial statements. In our opinion and in terms of Sec 164(2) of the Act. according to the information and explanations given to us f. With respect to the other matters to be included in the by the Management, these financial statements are not Auditor’s Report in accordance with Rule 11 of the material to the Group. Companies (Audit and Auditor’s ) Rules, 2014, in our Our opinion on the consolidated financial statements, and opinion and to the best of our information and our report on Other Legal and Regulatory Requirements according to the explanations given to us; below, is not modified in respect of the above matters i. The Company has disclosed the impact of with respect to our reliance on the work done and the pending litigations on its financial position in its reports of the other auditors and the financial statements consolidated financial statements – Refer Note certified by the Management. 30.1 and 30.4 to the financial statements. Report on Other Legal and Regulatory Requirements ii. The Group and jointly controlled entity did not 1. As required by Sec 143(3) of the Act, we report, to the have any material foreseeable losses on long extent applicable, that: term contract including derivative contracts.
a. We have sought and obtained all the information iii. There were no amounts which were required to and explanation which to the best of our be transferred to the Investor Education and knowledge and belief were necessary for the Protection Fund by the holding Company and its purposes of our audit of the aforesaid subsidiary Company and jointly controlled entity consolidated financial statements. incorporated in India.
b. In our opinion, proper books of accounts as 2. As required the Companies (Auditor’s Report) Order, required by law relating to preparation of the 2015 (“the Order”), issued by the Central Government aforesaid consolidated financial statements have of India in terms of Section 143(11) of the Act, based been kept as for as it appears from our on the comments in the Auditor’s Reports of the examination of those books. Holding Company and subsidiary Companies incorporated in India, we give in the Annexure a c. The Consolidated Balance Sheet, the statement on the matters specified in paragraph 3 Consolidated Statement of Profit and Loss, and and 4 of the Order, to the extent applicable. the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the For V. Sankar Aiyar & Co. purpose of preparation of the consolidated Chartered Accountants financial statements. (ICAI Firm Registration No. 109208W) d. In our opinion, the consolidated financial statements comply with the Accounting Place: New Delhi (M.S. BALACHANDRAN) Standards specified under Sec 133 of the Act, Dated: 11-05-2015 Partner (M. No:024282)
90 Corporate Overview Management Reports Financial Statements
Annexure referred to in the Auditor’s report to the Members of OCL India Limited on the consolidated accounts for the year ended 31st March, 2015.
(i) (a) The Group is maintaining proper records showing full remained unpaid as on 31st March, 2015 for which particulars, including quantitative details and situation appeals are pending as under: of fixed assets. Nature of Amount Period Forum where (b) We are informed that the physical verification of the the Dues (`lacs) (Assessment dispute is fixed assets covering a substantial value of assets Year) to which pending (excluding furniture and fixtures and certain office the amount equipments) was carried out by an outside agency relates during 2012 to 2014, and reconciled with books during the financial year. According to information and Orissa 440.12 1995-96 & 1997- Orissa Sales explanation given to us, no material discrepancies Sales Tax/ 98 to 2000-01 Tax Tribunal were noticed on such verification to the extent of such VAT verification. In our opinion, the frequency of verification Central 0.11 2006-07 Orissa Sales is reasonable in relation to the size of the Group. Sales Tax Tax Tribunal (ii) (a) The stock of finished goods, stores, spare parts and Central 370.09 2010-11 to Addl. raw materials except those held by consignees and Sales Tax 2012-13 Commissioner store in customer premises have been physically of Sales Tax verified by the management at reasonable intervals during the year. Orissa 15.86 2005-06 Commissioner VAT of Sales Tax (b) In our opinion, the procedures of physical verification of inventory followed by the management are West 12.75 1996-97, 1999- West Bengal reasonable and adequate in relation to the size of the Bengal 00, 2001-02, Commercial Group and the nature of its business. Sales Tax 2004-05, 2010- Taxes Appellate (c) In our opinion, the Group is maintaining proper 11 and 2014-15 & Revisional records of inventory and no material discrepancies Board were noticed on physical verification. Cenvat 3756.38 01.12.2006 to CESTAT, (iii) The Group has not granted any loans, secured or Credit/ 30.06.2008 and Kolkata; CCE, unsecured to companies, firms or other parties covered in Excise 30.06.2011 BBSR the register maintained under section 189 of the Act. Income 180.48 AY: 2005-06, CIT(A) Delhi Therefore, the provisions of clause 3(iii)(a)&(b) of the Order Tax 2007- 08 & are not applicable. 2011-12 (iv) In our opinion and according to the information and explanations given to us, there are reasonably adequate (c) Based on the information and explanations obtained, internal control systems, commensurate with the size of the Group has transferred to the Investor Education & the Group and the nature of its business, for the purchase Protection Fund in accordance with the relevant of inventory and fixed assets and for the sale of goods provisions of the Companies Act, 1956. and services. During the course of our audit, we have (viii) The Group has no accumulated losses and has not neither come across nor have been informed of any incurred cash losses during the financial year covered by continuing failure to correct major weaknesses in the our audit or in the immediately preceding financial year. internal control system. (ix) On the basis of the verification of records and information (v) The deposits outstanding at the beginning of the year and explanations given to us, the Group has not defaulted have been repaid. In our opinion and according to the in repayment of dues to financial institutions or banks or information and explanation given to us, the Group has debenture holders. complied with the provisions of section 73 to 76 or other (x) In our opinion and according to the information and relevant provisions of the Act. explanations given to us, the terms and conditions on (vi) We have broadly reviewed the books of accounts which the Group has given guarantees for the loans taken maintained by the Group, pursuant to rules made under by others from banks, are not, prima facie, prejudicial to sub-section (1) of section 148 of the Act and are of the the interest of the Group. opinion that prima facie, the prescribed accounts and (xi) In our opinion and according to the information and records have been maintained. We have not, however, explanations given to us, term loans taken during the year made a detailed examination of the records with a view to were applied for the purpose for which the loans were determine whether they are accurate and complete. obtained. (vii) (a) According to the records of the Group , the Group has (xii) Based on the audit procedures performed and been generally regular in depositing undisputed representation obtained from the management, we report statutory dues including Provident Fund, Employees’ that no case of material fraud on or by the Group has State Insurance, Income-tax, Sales-tax, Wealth tax, been noticed or reported during the year under audit. Service tax, Duty of customs, Duty of Excise, Value added tax, Cess and any other statutory dues with For V. Sankar Aiyar & Co. the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2015, Chartered Accountants which were outstanding for a period of more than six (ICAI Firm Registration. No. 109208W) months from the date they became payable. Place: New Delhi (M. S. BALACHANDRAN) (b) The disputed dues of different years, which have Dated: 11-05-2015 Partner (M. No:024282)
91 Annual Report 2014-15
Consolidated Balance Sheet As at March 31, 2015 (` In Lakhs) Particulars Note No. 2014-15 2013-14 I. EQUITY & LIABILITIES Shareholders' Funds Share Capital 2 1,138.50 1,138.50 Reserves and Surplus 3 1,22,665.15 1,13,801.54 1,23,803.65 1,14,940.04 Minority Interest 321.97 346.35 Non Current Liabilities Long-term borrowings 4 1,10,227.76 53,916.59 Deferred tax liabilities (Net) 5 15,266.29 13,640.96 Other long term liabilities 6 14,685.33 12,263.21 Long- term provisions 7 437.07 275.73 1,40,616.45 80,096.49 Current Liabilities Short-term borrowings 8 13,188.69 10,551.28 Trade payables 9 30,029.08 22,323.10 Other current liabilities 10 26,479.40 27,277.14 Short- term provisions 11 3,205.52 2,828.72 72,902.69 62,980.24 Total 3,37,644.76 2,58,363.12 II. ASSETS Non-current Assets Fixed assets 12 Tangible assets 1,26,886.68 1,27,875.12 Intangible assets 2,700.96 2,849.72 Capital work-in-progress 13,113.64 15,883.12 Mine Development & Pre-Operative Expense 13 54.09 63.02 Non-current investments 14 385.34 385.34 Long-term loans and advances 15 5,121.86 4,357.47 Other non-current assets 16 - 27.93 1,48,262.57 1,51,441.72 Current Assets Current investments 17 105,517.01 24,513.13 Inventories 18 39,764.67 35,054.65 Trade receivables 19 23,652.33 26,446.30 Cash & bank balances 20 9,651.45 9,210.47 Short -term loans and advances 15 9,708.96 11,082.97 Other current assets 21 1,087.77 613.88 1,89,382.19 1,06,921.40 Total 3,37,644.76 2,58,363.12 Significant Accounting Policies 1 Other notes forming part of the financial statements 30 The accompanying notes form an integral part of the financial statements
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
92 Corporate Overview Management Reports Financial Statements
Consolidated Statement of Profit and Loss For the Year Ended March 31, 2015 (` In Lakhs) Note No. 2014-15 2013-14 INCOME Revenue from operations 22 2,28,327.75 1,92,929.48 Other income 23 2,874.07 3,937.97 2,31,201.82 1,96,867.45 EXPENDITURE Cost of materials consumed 24 47,120.87 46,955.79 Purchases of stock in trade 25 6,608.91 2,952.63 Changes in inventories of finished goods & work in progress & Stock in 26 (2,064.40) 2,706.48 Trade Employee benefits expense 27 14,153.11 11,527.95 Power and fuel 35,837.57 28,639.37 Finance costs 28 7,338.84 7,106.28 Depreciation & amortization expense 14,367.12 13,133.01 Freight and forwarding expenses On Finished Products 36,265.53 27,482.63 On Clinker Transfer 6,063.04 3,493.41 Other expenses 29 49,229.11 38,557.35 2,14,919.70 1,82,554.90 PROFIT BEFORE TAXATION 16,282.12 14,312.55 Tax Expense: Current Tax 3,291.62 3,077.05 MAT Credit (183.00) (208.02) Deferred Tax 1,625.33 688.72 PROFIT/ (LOSS) FOR THE YEAR AFTER TAX 11,548.17 10,754.80 (Before adjustment for Minority Interest) Less: Share of Profit/(Loss) transferred to / (from) Minority Interest (13.86) 39.38 PROFIT FOR THE YEAR AFTER (After adjustment for Minority Interest) 11,562.03 10,715.42 EARNING PER EQUITY SHARE (Face Value of Rs 2/- each) - Refer note no 30.10 1) Basic (`) 20.32 18.83 2) Diluted (`) 20.32 18.83 Significant Accounting Policies 1 Other notes forming part of the financial statements 30 The accompanying notes form an integral part of the financial statements
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
93 Annual Report 2014-15
Consolidated Cash Flow For the Year Ended March 31, 2015 (` In Lakhs) 2014-15 2013-14 A. CASH FLOW FROM OPERATING ACTIVITIES Profit before tax from continuing operations 16,282.12 14,312.55 Adjustment for : Depreciation & Amortization Expense 15,975.81 15,306.40 Loss/(Profit) on sale of fixed assets (106.20) 1.79 Effect of Exchange Rate difference 316.84 1,006.53 Profit on sale of Investment (397.51) (681.20) Interest expense 6,586.66 6,783.70 Interest on Investment (27.97) (59.36) Unrealized foreign Exchange on consolidation net 36.84 7.10 Gain/Loss Dividend on Investment (1,070.92) (871.80) 21,313.55 21,493.16 Operating profit before working capital changes 37,595.67 35,805.71 Adjustments for Working Capital changes Increase/(decrease) in trade payables 7,705.98 5,016.59 Increase/(decrease) in short term provisions 300.27 80.63 Increase/(decrease) in other current liabilities 388.78 2,599.97 Increase/(decrease) in other long term liabilities 2,422.12 2,274.40 Increase/(decrease) in other long term provision 161.34 10.99 Decrease/(increase) in trade receivables 2,793.97 (5,773.95) Decrease/(increase) in inventories (4,710.02) 2,335.60 Decrease/(increase) in long term loans and advances (71.36) 19.14 Decrease/(increase) in short term loans and advances 1,374.01 (1,931.44) Decrease/(increase) in other current assets (473.89) (178.62) Decrease/(increase) in other non current assets 27.93 (0.91) 9,919.13 4,452.40 Cash generated from Operations 47,514.80 40,258.11 Tax Paid (Net) (3,527.08) (2,393.57) Net Cash from Operating Activities 43,987.72 37,864.54 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (12,439.78) (32,809.22) Sale/write off of Fixed Assets 204.78 112.06 Interest receipt on investment 27.97 59.36 Profit on sale of Investment 397.51 681.20 Purchase of current Investment (Net) (81,003.88) 2,005.59 Dividend on Investments 1,070.92 871.80 Net Cash generated / (-) used in Investing Activities (91,742.48) (29,079.21)
94 Corporate Overview Management Reports Financial Statements
Consolidated Cash Flow For the Year Ended March 31, 2015 (` In Lakhs) 2014-15 2013-14 C. CASHFLOW FROM FINANCING ACTIVITIES Increase/(decrease) in long term borrowings 55,124.65 9,493.45 Increase/(decrease) in short term borrowings 2,637.41 (14,803.74) Effect of Exchange Rate difference (316.84) (1,006.53) Dividend Paid (2,276.01) (853.50) Taxes on Dividend Paid (386.81) (145.05) Interest expense (6,586.66) (6,783.70) Net Cash from Financing Activities 48,195.74 (14,099.07) Net changes in Cash and bank balances 440.98 (5,313.74)
Net Increase / (-)Decrease in Cash and Bank balances Balance at the end of the year 9,651.45 9,210.47 Balance at the beginning of the year 9,210.47 14,524.21 440.98 (5,313.74) -0.00 -0.00
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
95 Annual Report 2014-15
Notes to the Balance Sheet and Statement of Profit & Loss
1 SIGNIFICANT ACCOUNTING POLICIES iv) The difference between the cost to the company of its investment in the subsidiaries and Joint 1.1. principles of Consolidation Venture,over its proportionate share in the net The Consolidated Financial Statement relate to OCL assets of the investee company as at the date of India Limited (the company) and its subsidiary companies acquisition of shares is recognised in the financial and joint venture. The consolidated financial statements statements as Goodwill or Capital Reserve as the have been prepared on the following basis: case may be.
i) The Consolidated Financial Statements have been v) Minority Interest’s share of net profit of consolidated prepared in compliance with the Accounting subsidiaries for the year has been identified and Standard 21 - “Consolidated Financial Statements”, adjusted against the income of the group in order to and ‘Accounting Standard 27 - “Financial Reporting arrive at the net income attributable to shareholders of Interests in Joint Ventures” specified accounting of the Company. Minority Interest’s share of net standards under section 133 of the Companies Act. assets of consolidated subsidiaries is identified and 2013, read with rule 7 of the Companies (Accounts) presented in the consolidated balance sheet Rules 2014. separate from liabilities and the equity of the Company’s shareholders. These financial statements relate to OCL India Limited and its subsidiary companies incorporated vi) As far as possible, the consolidated financial in foreign countries & Joint Venture in India. statements are prepared using uniform accounting policies for like transactions and other events in The Companies considered for consolidated similar circumstances and are presented in the financial statements are:- same manner as the Company’s standalone financial a) OCL GLOBAL LIMITED (Incorporated in statements. Differences in accounting policies have Mauritius) been disclosed separately. b) OCL CHINA LIMITED (Step Down Subsidiary - vii) In case of foreign subsidiaries, being non-integral Incorporated in China) foreign operations, revenue items are consolidated at the average rate prevailing during the year. All c) Radhikapur (West) coal mining pvt Limited - assets and liablities are converted at the rate Interests (14.696%) out of which only 7.029% is prevailing at the end of the year. Any exchange permanent in nature which is considered in difference arising on consolidation is recognised in consolidated financial statements and for the exchange fluctuation reserve. balance share (7.667%) of investment is accounted as per AS - 13 “Accounting for viii) The financial statements of the group entities used Investments”. for the purpose of consolidation are drawn up to the same reporting date as that of the company i.e. d) Odisha Cement Ltd. period ended 31st March, 2015. ii) The financial statements of the Company and its 1.2 Fixed Assets including intangible Assets subsidiary companies are combined on a line-by- line basis by adding together the book values of like Fixed assets are stated at cost less accumulated items of assets, liabilities, income and expenses, depreciation. Cost comprises the purchase price and after eliminating all significant intra-group balances any attributable cost of bringing the asset to its working and intra-group transactions and also unrealized condition for its intended use. Land, Buildings, Plant and profits or losses in accordance with Accounting Machinery relating to Cement and Refractory Works Standard (AS) 21 - “Consolidated Financial acquired/installed upto 31.12.81 were revalued as at Statements”. 31.12.85. All other fixed assets are shown at cost (net of cenvat). Borrowing costs attributable to the acquisition iii) Interest in Joint Ventures have been accounted by of qualifying assets and all significant costs incidental to using the proportionate consolidation method as the acquisition of assets are capitalised. Intangible per Accounting Standard 27 - “Financial Reporting assets are recorded at consideration paid for acquisition of Interest in Joint Ventures”. Intra-group balances, of such assets and are carried at cost less accumulated transactions and unrealized profits or losses have amortisation. Capital Work in Progress & Intangilbe been eliminated to the extent of the Company’s Assets under development are shown at cost. proportionate share.
96 Corporate Overview Management Reports Financial Statements
1.3 depreciation and Amortisation and sales tax but inclusive of excise duty. Bonus or i) Depreciation on Fixed Assets ( except to the extent penalty linked to operating efficiency of products, where applicable, is accounted for upon crystalization. Income stated in para ( ii ) to ( iii ) below ) is provided using from services are accounted for when becomes due. the Reducing Balance Method and has been Interest income is recognised on time proportionate calculated in the manner and at the rates specified basis. Dividend income is accounted for, when the right in Schedule II to the Companies Act, 2013 to receive the same is established. ii) Depreciation on Plant and Machinery added in In case of Stepdown Subsidiary Company (OCL China Limited) income from services is recognised in the Cement & Refractory after 31.12.81 is provided on accounting period in which it is received. straight line method except additions in Kapilas Cement Works, Clinkerisation Unit at Rajgangpur 1.5. pre-Operative Expenses (Mine Development Expenses (Line-II), Captive Power Plant, Bengal Cement & Other Pre-Operative Expenses.) Works & Solar Power Plant. The Pre-Operative Expenses relate to the Joint Venture Company, Radhikapur (West) Coal Mining Pvt. Ltd. iii) In respect of a step down subsidiary company (OCL The JV Company and the venturers have been allotted China Limited), depreciation is provided on straight coal block by GOI, Ministry of Coal. All the expenditure line method as per the expected useful lives and incurred till commencement of commercial production expected ‘net salvage value (original value or 5% of is classified as ‘Mines Development & Pre-Operative Book Value) of the assets estimated by the Expenses’ pending capitalization under pre-operative management, which are as follows: expenses. i) Mine Development Expenses– Direct: The cost Name of the Depre- Re- Annual Life as per relatable to acquisition of exploration right and Assets ciation sidual Depreciation Schedule Bank Guarantee expenses for Government royalty Life Rate Rate II of assurance are grouped under this head. estimated Companies by the Act ii) Mine Development Expenses –Direct – Interest management Receipts: The Company was called upon by the House and 20 5% 4.75% 30 Banker to make margin money in the form of Fixed Building Deposit for issue of Bank Guarantee on behalf of Machinery 10 5% 9% 25 the Company to Government of India for assurance and Mechanic of royalty payment of one year production upon Equipment commencement of operation. The interest receipt Means of 4 5% 23.75% 8 on such fixed deposit is considered as reduction Transportation from cost of bank guarantee charges, under mines Electronic 3 5% 31.67% 5 development expenses – direct. Equipment iii) Mine Development Expenses –Indirect and iv) An intangible assets is measured at cost and Administrative: The expenses are capitalized as amortised so as to reflect the pattern in which the the operations are yet to commence. The interest assets economic benefit are consumed. The useful receipt on deposit out of spare funds is reduced life has been estimated as 3-5 years in case of from the administrative expenses. computer software. iv) The company is following “Full Cost method”, v) In respect of Stepdown subsidiary company (OCL whereby all acquisition, exploration and develop- China Limited) the expected life of the intangibles mental cost are kept as work in progress. Upon start has been estimated by the management as ten of operation, the depletion/ depreciation method/ years. mode will be decided, based on reserve quantity of coal and other factors. 1.4. Revenue Recognition and Accounting for Sales & Services 1.6. other significant accounting policies Revenue from domestic sale of goods is recognised These are set out under “Significant Accounting when significant risks and rewards are transferred to the Policies” as given in the company’s separate financial customers. Export Sales are accounted for on the basis statements. of date of Bill of Lading. Sales are net of trade discount
97 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 2. SHARE CAPITAL Authorised Shares 1,00,000 Shares of `100 each 100.00 100.00 7,00,00,000 Shares of `2 each 1,400.00 1,400.00 1,500.00 1,500.00 Issued Shares 6,36,31,805 Ordinary Shares of `2 each 1,272.64 1,272.64
Subscribed & paid up shares 5,69,00,220 Ordinary Shares of `2 each, fully paid up 1,138.00 1,138.00 Add : Shares Forfeited Account 0.50 0.50 Total Subscribed & Paid up Share Capital 1,138.50 1,138.50
a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
Particulars 31st March 2015 31st March 2014 No of Shares (in lakhs `) No of Shares (in lakhs `) Ordinary Shares outstanding at the beginning of the 5,69,00,220 1,138.00 5,69,00,220 1,138.00 year Ordinary Shares issued during the year - - - - Ordinary Shares bought back during the year - - - - Ordinary Shares outstanding at the end of the year 5,69,00,220 1,138.00 5,69,00,220 1,138.00
b) Terms/ rights attached to ordinary shares The Company has issued only one class of ordinary shares having a par value of `2/- per share. Each holder of ordinary shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31st March 2015, the amount of dividend per share recognised for distribution to ordinary shareholders is `4 /- ( Previous year: Final dividend `4/- per share). In event of liquidation of the company, the holders of ordinary shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of ordinary shares held by the shareholders.
c) 4,24,79,273 ( % of shareholding-74.66) shares held by Dalmia Cement (Bharat) Ltd. (Holding Company) w.e.f. 25.02.2015
d) Details of shareholders holding more than 5% shares in the Company
Sl Name of the Shareholders As at 31st March 2015 As at 31st March 2014 No No. of Shares % of Holding No. of Shares % of Holding held held 1 Mridu Hari Dalmia ( C/o M H Dalmia Parivar Trust ) - - 1,27,77,856 22.46% 2 Dalmia Cement (Bharat) Limited (holding company 4,24,79,273 74.66% 2,73,12,107 48.00% w.e.f. 25.02.15) 3 Dharti Investments and Holdings Limited 33,75,584 5.93% 34,77,142 6.11%
e) Aggregate number of bonus shares issued and shares bought back during the period of five years immediately preceding the reporting date: Nil.
98 Corporate Overview Management Reports Financial Statements
(` In Lakhs) 2014-15 2013-14 3. RESERVES AND SURPLUS Capital Reserve Opening Balance 722.92 728.65 Add: Capital subsidy (6.43) (6.37) Add: Minority Share of Loss 0.64 0.64 Closing Balance 717.13 722.92 Securities Premium Reserve Opening Balance 19,600.00 19,600.00 Foreign Currency Translation Reserve Opening Balance 1,047.94 1,023.01 Add: Arised during the year 36.84 7.10 Add: Minority share of Interest 9.88 17.83 Closing Balance 1,094.66 1,047.94 Debenture Redemption Reserve Opening Balance 1,526.35 1,526.35 Add: Transfer from Surplus balance 312.50 - Closing Balance 1,838.85 1,526.35 General Reserve Opening Balance 72,497.28 60,485.34 Add: Transfer from Surplus balance 12,000.00 12,011.94 Closing Balance 84,497.28 72,497.28 Surplus/ (Deficit) Opening Balance 18,407.05 22,366.39 Add: Profit for the year as per the Statement of Profit 11,548.17 10,754.80 and Loss Less: Appropriations Proposed Dividend (Per share `4 /- (PY `4/-)) 2,276.01 2,276.01 Dividend distribution tax on proposed dividend 463.34 386.81 Transfer to Debenture Redemption Reserve 312.50 Transfer to General Reserve 12,000.00 12,011.94 Minority Share of Profit (13.86) 39.38 Total Appropriations 15,037.99 14,714.14 Closing Balance 14,917.23 18,407.05 Total 1,22,665.15 1,13,801.54
2014-15 2013-14 Non Current Current Non Current Current 4. LONG TERM BORROWINGS Secured i) Redeemable Non-Convertible Debentures State Bank of India @ 9.90% * 49,500.00 - - - (Redeemable in 3 equal annual instalments w.e.f 2019-20) SBI Life Insurance Company Ltd.@ 9.90% * 10,500.00 - - - (Redeemable in 3 equal annual instalments w.e.f 2019-20) Life Insurance Corporation of India @ 10.80% # 2,400.00 2,400.00 4,800.00 1,200.00 (Redeemable during 2014-15 to 2016-17) 62,400.00 2,400.00 4,800.00 1200.00 Less: Shown under other current liabilites - (2,400.00) - (1,200.00) (Refer note no 10) 62,400.00 - 4,800.00 - # The debentures are secured by way of first pari passu charge over fixed assets (present and future) of Cement Division of the Company *The debentures shall be secured by way of first pari passu charge on all the movable and immovable fixed assets (both present and future) of the Cement Division of the Company situated at RGP Cement Works (Odisha), Kapilas Cement Works (Cuttack) & Bengal Cement Works (Medinipur WB)
99 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 Non Current Current Non Current Current 4. LONG TERM BORROWINGS ii) Term Loans From Banks State Bank of India # 2,327.49 964.00 3,291.49 964.00 (Repayable in 32 quarterly installments from Dec, 10) State Bank of India # 3,553.08 1,420.00 4,973.07 1,420.00 (Repayable in 24 quarterly installments from Dec, 12) State Bank of India # 4,356.00 644.00 5,000.00 - (Repayable in 31 quarterly installments from June, 15) Export Import Bank of India # - - 1,191.30 680.74 (Repayable in 27 quarterly installments from June, 10) Export Import Bank of India (Foreign Currency Loan) # 746.56 995.41 1,670.98 954.84 (Repayable in 27 quarterly installments from June, 10) HDFC Bank Limited** 35.57 7.25 - - (Repayable in 60 monthly installments from Feb, 15) State Bank of India # 15,373.28 - - - (Repayable in 40 quarterly installments from Mar, 19) Axis Bank Limited # - - - 1,500.00 (Repayable in 20 quarterly installments from Mar, 10) United Bank of India $ - - 1,664.80 833.32 (Repayable in 24 quarterly installments from Apr, 11) United Bank of India $ - - 4,846.65 909.39 (Repayable in 32 quarterly installments from Apr, 11) United Bank of India $ 437.06 93.75 4,528.84 - (Repayable in 26 quarterly installments from Sept, 15) Axis Bank Limtied # - - 2,500.00 - (Repayable in 30 quarterly installments from Sept, 15) State Bank of India, Sanghai Branch * - 1,627.37 - - (Yearly Maturity and Renewable) Bank of Baroda, Dubai Branch * 184.98 367.77 348.94 524.04 (Repayable in quarterly instalments till October 16) State Bank of India, Mauritius Branch ^ - - - 604.90 (Repayble in Two instalments of 5 Lacs USD each from Sept 14) From Others International Finance Corporation @ 3,156.94 3,156.92 6,313.86 3,156.92 (Repayable in 13 half yearly installments from Oct, 10) International Finance Corporation 17,656.80 - 12,098.00 - (Foreign Currency Loan) # (Repayable in 14 half yearly installments from June, 16) 47,827.76 9,276.47 48,427.93 11,548.15 Less: Shown under other current liabilites - (9,276.47) - (11,548.15) (Refer No. 10) 47,827.76 - 48,427.93 - # Secured by First pari passu charge by way of mortgage and hypothecation over all immovable properties and moveable fixed assets (other than Vehicle acquired under specfic vehicle loan) of Cement Division, (both present and future) and further secured by second pari pasu charge on all current assets of the Company. $ Secured by First charge on fixed assets of the Cement Division of Company , both present and future, to be shared pari passu with the providers of the other debt and existing lenders; further secured by way of second pari pasu charge on current assets of Cement Division. @ Secured by First ranking mortgage and Hypothecation on all immovable & movable, present & future assets related to the Cement Division (excluding Current Assets) to be shared pari passu with other lenders in respect of other debts and existing secured lenders to the Cement Division in respect of the existing debt. * Secured by the guarantee given by the holding company OCL INDIA LIMITED. ^ Secured by the subservient charge on the movable assets of holding company OCL INDIA LIMITED. ** The loan is secured by way of first & exclusive charge on the vehicle purchased therefrom.
100 Corporate Overview Management Reports Financial Statements
(` In Lakhs) 2014-15 2013-14 Non Current Current Non Current Current Unsecured Public Deposits From Others - - 6.88.66 114.84 - - 6.88.66 114.84 Less: Shown under other current liabilites - - - (114.84) (Refer note no 10) - 6.88.66 - Grand Total 1,10,227.76 11,676.47 53,916.59 12,862.99 Less:Shown under other current Liabilities (refer Note - (11,676.47) (12,862.99) No.10) 1,10,227.76 - 53,916.59 -
2014-15 2013-14 5. DEFERRED TAX LIABILITIES (NET) Liabilities : Depreciation 17,394.21 15,442.01 17,394.21 15,442.01 Assets : Difference of value of Stock u/s 145A of the Income Tax Act, 1961 324.64 322.59 Expenses allowable in computing taxable income on payment basis 694.77 591.62 Exchange loss on loan for capital expenditure 293.91 288.73 Unabsorbed depreciation under Income Tax Act, 1961 0.08 0.08 Provision for Doubtful Debts & obsolescence 814.52 598.03 2,127.92 1,801.05 Net Liability 15,266.29 13,640.96
6. OTHER LONG TERM LIABILITIES Trade Payables (Due to micro & small enterprises - Nil (PY-Nil)) 3,151.35 3,225.44 Security Deposit 11,533.98 8,983.15 Accrued interest on public deposits - 54.62 14,685.33 12,263.21
7. LONG TERM PROVISIONS Employee benefits Leave encashment (unfunded) 437.07 275.73
8. SHORT TERMS BORROWINGS Secured a) Loans repayable on demand Cash Credits from Banks* 10,918.79 9,847.95 b) Other Loans and advances Buyer's Credit from Banks * 2,269.90 - Unsecured c) Public Deposits - Related Parties - 26.75 - Other than Related Parties - 676.58 13,188.69 10,551.28 *Working capital facilities (fund based & non fund based limits) and Buyer’s credit are secured by first pari passu charge over stocks, stores, raw materials, inventories, work in progress, finished goods and also book debts, bills and moneys receivable of the Company by way of hypothecation. These facilities are further secured by second charge over the fixed assets of the Cement Division of the Company. Limit at SBI, Hongkong is secured by gurantee given by holding company.
101 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 9. TRADE PAYABLES Micro & Small Enterprises 64.19 28.64 Others 29,964.89 22,294.46 30,029.08 22,323.10
Disclosure as per Section 22 of “The Micro, Small and Medium Enterprises Development Act 2006”:
Particulars As at As at 31st March, 31st March, 2015 2014 (i) the principal amount and the interest due thereon remaining unpaid to any supplier - Principal Amount - - - Interest thereon - - (ii) the amount of interest paid by the buyer in terms of Section 16, along with the amounts - - of the payment made to the supplier beyond the appointed day (iii) the amount of interest due and payable for the period (where the principal has been paid - - but interest under the MSMED Act, 2006 not paid) (iv) The amount of interest accrued and remaining unpaid - - (v) The amount of further interest due and payable even in the succeeding year; until such - - date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006.
10. Other Current Liabilities Current maturities of long-term debts (Refer note no 4) 11,676.47 12,862.99 Interest accrued but not due on borrowings 849.23 900.24 Unpaid dividends # 106.92 96.54 Unpaid matured deposits and interest accrued thereon # - 14.51 On Capital Account 2,870.92 3,951.22 Security Deposits 2,510.29 1,968.72 Advance payments from customers 4,303.71 4,015.14 Other payables - Processing Fees/Other Liabilities 44.72 39.77 - Statutory dues 3,984.79 3,330.51 - Directors commission 44.55 37.40 - Recoveries from employees on behalf of others 87.80 60.10 26,479.40 27,277.14 # There are no amount due & outstanding to be credited to the Investor Education & Protection Fund
11. Short term provisions Employee benefits Gratuity (Funded) - - Leave encashment (unfunded) 95.27 139.04 Superannuation (funded) 19.13 18.66
Others Exchange fluctuation - forward contracts 0.26 8.20 Proposed dividend 2,276.01 2,276.01 Tax on proposed dividend 463.34 386.81 Others 351.51 - 3,205.52 2,828.72
102 Corporate Overview Management Reports Financial Statements - - 8.67 As at 653.74 129.42 335.74 760.57 505.83 1,853.69 8,001.04 1,500.40 2,189.45 2,343.89 2,849.72 15,883.12 15,883.12 31.03.2014 1,07,422.90 1,22,855.62 1,25,705.34 1,06,357.22 ( ` In Lakhs) - - N et Block A s at 28.70 10.23 655.93 426.95 760.98 357.07 2,796.85 1,158.31 1,758.22 2,343.89 2,700.96 11,294.97 13,113.64 13,113.64 31.03.2015 1,07,995.54 1,26,886.68 1,29,587.64 1,30,724.84 ------U p to 196.39 545.36 479.93 603.34 603.34 6,098.59 4,181.31 1,972.91 2,839.25 31.03.2015 1,09,678.47 1,25,992.21 1,26,595.55 1,11,324.34 ------7.93 0.39 12.54 28.85 22.32 22.32 456.79 213.94 720.44 742.76 154.20 84.78 lakhs) capitalised to project. O n disposals ------1,314.36 lakhs ). 45.42 100.72 124.36 513.89 631.53 431.23 210.25 210.25 as carried out by an external independent valuer. Since 1,917.55 lakhs as carried out by an external independent valuer. 1,466.54 12,490.03 15,803.72 16,013.97 15,395.33 For the year ` 0.10 lakhs (Pr.Year: ------of 0.91 2.95 2.95 86.95 49.61 36.01 epreciation / A mortization D epreciation 332.86 & Joint E ntities Venture Venture 1,159.52 1,665.86 1,668.81 1,190.40 Subsidiaries epreciation D epreciation A ccumulated ------64.02 444.64 362.59 412.46 412.46 4,311.73 3,646.66 1,519.31 2,408.41 96,485.71 94,892.81 1,09,243.07 1,09,655.53 O pening Balance - - - - 1,200.64 lakhs and Plant Machinery ` A s at 10.23 655.93 574.06 906.88 960.41 2,993.24 5,339.62 2,733.89 4,597.47 2,343.89 3,304.30 17,393.56 31.03.2015 2,17,674.01 2,52,878.89 2,56,183.19 2,42,049.18 capitalised during the year(Previous Year ` Year 625.09 lakhs capitalised during the year(Previous - - - - - 0.49 0.39 1.19 14.77 15.03 31.72 24.32 24.32 498.74 213.11 775.44 799.76 152.54 0.0000 D isposals / A djustments 132.31 lakhs, Buildings ` ------2.68 1.80 2.75 63.49 63.49 222.20 132.48 598.11 ) charged to cost of materials consumed (Note No.23) and ` 2173.39 lakhs ) charged 3,420.59 A dditions 10,474.24 14,854.85 14,918.34 33,148.16 ross Block G ross ------1.38 2.95 2.95 91.80 69.01 & Joint E ntities Venture Venture 1,073.73 1,674.97 3,789.90 6,700.79 6,703.74 6,688.31 A ssets of Subsidiaries - - - - (Pr.Year: ` 1640.32 lakhs (Pr.Year: 8.67 653.74 574.06 698.33 918.29 Balance 1,917.71 5,147.06 2,279.88 4,597.86 3,262.18 2,343.89 O pening 12,312.77 2,03,908.61 2,32,098.69 2,35,360.87 2,02,365.25 Gross Block includes amount added in 1985 on revaluation of Land ` Block includes amount added in 1985 on revaluation Gross has been no impairment loss on assets during the year. There the valuation was carried out long back indices applied by valuer is not avaliable. cost of ` include net borrowing Additions to Fixed Assets and Capital work-in-progress Goodwill arising on consolidation is shown under intangible assets. for the year includes ` Depreciation otal otal otal otal angible A ssets otal a & b F I X ED A SS ET S CON S OLIDATED Fixed A ssets T Land Land under lease Buildings Plant and Equipment Plant & Equipment under lease Furniture and Fixtures Vehicles Office equipments Railway Line Live Stock Computer software T T I ntangible A ssets Goodwill on Consolidation T Previous Year Previous apital Work I n P rogress C apital Work T I ntangible assets under D evelopment T N otes 1 5 3 2 4 a c b d 12.
103 Annual Report 2014-15
(` In Lakhs) 2014-15 2013-14 13. Mine Development & PRE OPERATIVE EXPENSES Mine Development & Pre-Operative Expenses: Mine Development Direct Expenses: Geological Report of Mining of Coal Block as Interim recoverable cost of exploration 53.85 53.85 Finance cost for Issuing Bank Guarantee 20.20 20.20 74.05 74.05 Less:Int received on FD for issue of Bank Guarantee 24.53 18.37 Total (A) 49.52 55.68 Mine Development Administrative Expenses Auditor's Remuneration 0.05 0.03 Bank Charges 0.04 0.03 Filing Fees 1.78 1.78 Travelling & Conveyance 0.73 0.72 Advertisement Expenses 0.21 0.21 Application Fees 0.34 0.34 Depreciation 0.34 0.24 Printing & Stationery 0.15 0.15 Salary, Bonus, Leave Encashment & medical reimbursement 14.31 12.10 Office Rent 0.51 0.44 Telecommunication Expenses 0.09 0.08 General Expenses 0.76 0.74 Professional fees 3.73 3.73 Preliminary Expenses 0.44 0.44 Books and Periodicals 0.01 0.01 Chanda & subscription 0.13 0.13 Insurance premium (`184/-, PY `125/-) - - Corporate Social Responsibility Expenses 0.25 0.25 Postage & telegram 0.01 0.01 Power & fuel 0.03 0.03 Taxi hire charges 0.80 0.81 Delegate fees (`334, PY `334/-) - - Computer & Peripherals 0.01 0.01 Rates & Taxes 0.01 0.01 Legal Expenses 0.76 0.21 Fees & Subcription (`79/-) - - Repairs & Maintenances (Others) (`428/- PY `340/-) - - Other Interest (`315/-) - - Loss on Theft of Television 0.01 0.01 Rounded off (`0.12) - - Survey Work 1.70 1.71 Rounded off - 27.20 24.22 Less: Interest received on Fixed Deposit 22.59 16.85 Less: Profit on Sale of Fixed Asset Less: Interest received from Income Tax Department 0.04 0.03 Total (B) 4.57 7.34 Total (A+B) 54.09 63.02 Note: Amount below `500/- are given in bracket
104 Corporate Overview Management Reports Financial Statements
Face 2014-15 2013-14 Value No. of Amount (In No. of Amount Shares/ Units ` Lakhs) Shares/ Units (In ` Lakhs) 14. NON CURRENT INVESTMENTS TRADE - Unquoted - At Cost Equity Instruments - Fully paid up Joint Venture Radhikapur (West) Coal Mining Pvt Ltd 10.00 38,35,000.00 383.35 38,35,000.00 383.35 (Note 30.6) Others First Capital India Limited 6.00 166.00 0.01 166.00 0.01 India Information Technology Limited (`10/-) 10.00 1.00 - 1.00 - Total (A) 38,35,167.00 383.36 38,35,167.00 383.36 NON TRADE - Unquoted (Unless otherwise stated) At Cost Equity Instruments - Fully paid up Others Crescent Finstock Limited 10.00 1,400.00 - 1,400.00 - Gujarat Composite Limited 10.00 16.00 - 16.00 - Ispat Profiles India Limited (`75/-) 10.00 50.00 - 50.00 - Bagalkot Udyog Limited 1.00 100.00 0.01 100.00 0.01 Orissa Industries Limited 10.00 73,450.00 1.40 73,450.00 1.40 The Scindia Steam Navigation Company Ltd 20.00 504.00 0.06 504.00 0.06 The Travancore Cements Limited 10.00 100.00 0.01 100.00 0.01 Digvijay Finlease Limited 10.00 25.00 - 25.00 - Indo Flogates Limited 10.00 100.00 0.01 100.00 0.01 Bagalkot Cement & Industries Ltd 10.00 1.00 - 1.00 - Kanoria Sugar & General Mfg.Co Ltd(`183/-) 10.00 25.00 - 25.00 - Magnesite & Minerals Limited 10.00 100.00 0.01 100.00 0.01 Usha Ispat Limited 10.00 100.00 0.01 100.00 0.01 Orind Exports Limited (`201/-) 10.00 100.00 - 100.00 - Debentures or Bonds Non-convertible Secured - Fully paidup 8% - Indian Chamber of Commerce 100.00 12.00 0.01 12.00 0.01 Non-convertible Secured - Partly paidup 8% - Indian Chamber of Commerce - 25.00 2.00 - 2.00 - Fractional (`50/-) Others - Fully Paid up Co-operative Society 100.00 50.00 0.05 50.00 0.05 Property Rights in Holiday Resort 4.00 0.41 4.00 0.41 Total (B) 76,139.00 1.98 76,139.00 1.98 Less : Provision for dimunition in value if - investments Total ( A + B) 39,11,306.00 385.34 39,11,306.00 385.34 Quoted Investments - - Unquoted Investments 6,217.39 6,217.39 6,217.39 6,217.39 Market value of quoted investments Note: Cost below `400/- are given in brackets
105 Annual Report 2014-15
(` In Lakhs) Non Current Current Non Current Current 2014-15 2013-14 15. LOANS AND ADVANCES Capital Advances Secured - considered good 261.58 - 624.37 - Unsecured - considered good 1,123.32 - 485.96 - Security Deposits Unsecured, considered good 72.05 1,625.62 27.80 2,642.76 Loans and advances to related parties Unsecured, considered good (Refer note no 30.9b) - 1.90 - 0.93 Other loans and advances Secured, considered good Loan to employees 10.13 12.66 15.53 6.66 Advances recoverable in cash or in kind - - - Unsecured, considered good - - - Interest Accrued on Investments Balances with govt authorites - 3,493.57 - 5,123.61 Loan/ Advances recoverable in cash / kind 114.99 4,424.75 79.02 3,206.57 Loans / advances to related parties - - - Loans / advances to employees 26.67 150.46 30.13 102.44 Mat credit entitlement 391.02 - 208.02 Advance income tax (net of provision for taxation) 3,122.10 - 2,886.64 Unsecured - considered doubtful - 13.60 - 27.14 Less: Provision for doubtful advances - 13.60 - 27.14 5,121.86 9,708.96 4,357.47 11,082.97
16. OTHER NON CURRENT ASSETS Unsecured, considered good Accrued Interest - 27.93 - 27.93
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No. of Shares/ Amount No. of Shares/ Amount Units (In Rs Lakhs) Units (In Rs Lakhs) 2014-15 2013-14 17. CURRENT INVESTMENTS NON TRADE - Unquoted - At Cost or NAV whichever is lower a) Investments in debentures or bonds (Commercial 24,905.82 Paper-Axis Finance Ltd.) b) Units of Mutual Funds - Fully Paid up UTI Treasury Advantage Fund - Inst Plan (DDP) - 123,386 1,236.72 6,37,340 6,388.19 Reinvest UTI Treasury Advantage Fund - Inst Plan (DDP) - 32,59,664 3,269.82 71,17,375 7,147.70 Growth Birla Sunlife Saving Fund - Instl. -DD -Reinvest 1,79,31,034 30,000.00 MF-BSL-Saving Fund-Growth 37,59,835 700.79 MF-BSL-Saving Fund-Growth Regular Plan 4,96,59,573 5,264.66 MF-IDFC Money Manager Fund -Treasury Plan 70,71,731 709.53 1,59,17,599 1,602.89 -Daily Dividend ICICI Prudential Flexible Income Plan Premium - 2,87,069 303.53 57,98,149 6,130.72 Daily Dividend ICICI Prudential Inst Short term Plan - Divd 41,127 4.98 38,582 4.58 Reinvestment Fortnight ICICI Prudential Regu Short term Plan - Divd 1,14,17,450 30,000.00 Reinvestment Fortnight ICICI Prudential Interval Fund Quartely Interval Plan - 80,00,000 800.00 I- Direct Plan -Dividend ICICI Prudential Interval Fund II Quarterly Interval - - 49,98,250 500.00 Plan B- Direct Plan- Dividend SBI - SHF- Ultra Short term Fund - Regular Plan- DD 1,408 14.15 1,13,573 1,139.05 MF-SBI-DBF-RPG 70,00,000 700.00 Franklin India Ultra Short Bond Fund - SIP - DDR 35,256 4,040.20 HDFC Floating Rate Income Fund STP-WO-DR 4,00,84,128 3,566.81 Templeton India Short term income retail plan 3,53,81,850 800.00 35,256 800.00 Total (b) 80,611.19 24,513.13 Total (a+b) 1,05,517.01 24,513.13 Net Asset Value 80,760.98 24,631.02 Aggregate amount of quoted investments Aggregate amount of unquoted investments
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(` In Lakhs) 2014-15 2013-14 18. INVENTORIES (Refer Note 1.6 of Standalone for mode of valuation) Raw Materials and components - In Stock 7,845.41 7,532.47 - In Transit 207.49 55.52 Work-in-progress - In Stock 3,008.43 4,500.70 - In Transit - 212.08 Finished goods - In Stock 9,260.23 7,850.24 - In Transit 876.55 601.03 Stock-in-trade - In Stock - 27.17 - In Transit 2,663.37 552.96 Stores, spares, fuel & packing materials - In Stock 10,100.93 10,126.48 - In Transit 5,768.34 3,569.69 Loose Tools - In Stock 33.92 26.31 Total 39,764.67 35,054.65
19. TRADE RECEIVABLES Outstanding for a period exceeding six months from the date they are due for payment Secured, considered good 438.00 464.79 Unsecured, considered good 1,319.79 1,539.40 Unsecured, considered doubtful 1,642.00 1,389.01 3,399.79 3,393.20 Less: Provision for doubtful debts 1,642.00 1,389.01 1,757.79 2,004.19 Others Secured, considered good 8,448.53 6,732.82 Unsecured, considered good 13,446.01 17,709.29 21,894.54 24,442.11 Total 23,652.33 26,446.30
20. CASH & BANK BALANCES Cash & Cash Equivalents Balance with banks: - In current accounts 7,293.69 6,740.57 - In deposit with original maturity of less than 3 months 1,766.32 1,766.02 - In unpaid dividend account 106.92 96.54 Cheques, drafts on hand 1.83 Cash on hand 409.55 406.67 Stamps on hand 0.03 0.03 Other Bank Balances Deposits Earmarked 69.86 197.64 Deposits with original maturity of more than 3 months 3.25 3.00 9,651.45 9,210.47 Less: Shown under other non current assets - 9,651.45 9,210.47 * Includes deposit of `69.86 Lakhs (CY) 64.45(PY) lakhs as margin for Bank Guarantee. PY 133.19 Lakhs against Public deposit
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(` In Lakhs) 2014-15 2013-14 21. Other Current Assets Interest accrued but not due 210.12 270.23 Claims & other receivable Considered good 860.76 312.25 Considered doubtful 9.22 8.44 Assets held for sale (at lower of net book value and net realisable value) 2.79 14.87 Others 14.10 16.53 1,096.99 622.32 Less : Set off from provision for doubtful debts 9.22 8.44 1,087.77 613.88
22. Revenue from Operations (Refer note ano 1.4 on revenue recognition) Sale of Products Cement 2,11,280.91 1,73,776.58 Refractories 29,041.21 28,925.92 Power 437.11 216.57 Others - Clinker 3,940.55 2,456.68 Others - Dolomite - 63.50 Sale of Traded Products Slag & Coal 1,693.41 5.54 Refractories 11,395.81 14,142.14 Sale of Services Marketing Services 981.75 654.93 Business Auxiliary Services 10.08 9.07 Other Operating Revenue 1,568.33 697.40 2,60,349.16 2,20,948.33 Less: Excise Duty 32,021.41 28,018.85 2,28,327.75 1,92,929.48
23. OTHER INCOME Interest Receipts - On deposits, tax refunds and from customers etc. 282.51 583.53 Profit on sale of assets 158.39 0.71 Gain due to Exchange Difference other than considered as finance cost (Net) 80.56 - Dividends from investments in mutual funds-current 1,070.92 871.80 Profit on sale of long term investment - 681.20 Profit on sale of current investments 397.51 19.55 Other Non Operating Income 884.18 1,781.18 2,874.07 3,937.97
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(` In Lakhs) 2014-15 2013-14 24. COST OF MATERIALS CONSUMED i) Limestone (Own Quarry) - See note below 10,544.18 11,058.39 ii) Slag 15,608.80 15,145.79 iii) Others # 20,967.89 20,751.61 47,120.87 46,955.79 a) # None of these individually account for more than 10% of the total cost of material consumed Note: b) Expenses included in the cost of raw materials Salaries and Wages 692.75 602.90 Contribution to Provident and Other Funds 91.11 64.66 Workmen and Staff Welfare Expenses 50.49 42.02 Payment to Contractors for Services 1,417.56 1,588.39 Power and Fuel 973.99 854.70 Consumption of Stores and Spare Parts 2,469.11 3,083.56 Repairs to Machinery 1,327.79 1,750.15 Repairs to Buildings 0.95 4.17 Royalty and Cess 2,113.19 1,691.29 Rent - 1.46 Rates and Taxes 112.17 119.02 Insurance 37.70 32.79 Depreciation 1,608.69 2,173.39 Sundry Sales/Income (52.83) (47.56) 10,842.67 11,960.94
25. PURCHASE OF GOODS TRADED Slag & Coal 4,240.21 5.76 Refractories 2,368.70 2,946.87 6,608.91 2,952.63
26. CHANGES IN INVENTORIES OF FINISHED GOODS , WORK IN PRO- GESS & STOCK IN TRADE Stocks at the beginning of the year Finished Goods 8,451.28 10,330.06 Traded Goods 580.13 279.11 Work in Progress 4,712.78 5,841.50 13,744.19 13,744.19 16,450.67 Less: Stocks at the end of the year (See foot note below) Finished Goods 10,136.79 8,451.28 Traded Goods 2,663.37 580.13 Work in Progress 3,008.43 4,712.78 15,808.59 13,744.19 (2,064.40) 2,706.48 Foot Note:- Stock in Trade a) Finsihed Goods Cement 3,101.86 2,840.62 Refractories 7,034.93 5,610.66 10,136.79 8,451.28 b) Traded Goods Refractories 310.29 580.13 Cement 2,353.08 - 2,663.37 c) Work in Progress Cement 2,063.85 3,257.06 Refractories 944.59 1,455.72 3,008.44 4,712.78
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(` In Lakhs) 2014-15 2013-14 27. EMPLOYEE BENEFITS EXPENSE (Refer note 1.8 of Standalone on employee benefits) Salaries, Wages, Bonus and Gratuity 12,068.05 9,791.54 Contribution to Provident and Other Funds 1,080.73 946.74 Contribution to Provident and Other Funds - Contractors employees 335.25 309.30 Workmen and Staff Welfare Expenses 669.08 480.37 14,153.11 11,527.95
28. FINANCE COSTS Interest expense On Term Loans, Debentures and Deposits 6,422.55 5,746.19 To Banks and Others 164.11 1,037.51 Other Borrowing Cost 435.34 175.38 Applicable net gain/loss on foreign currency transactions and translation 316.84 147.20 7,338.84 7,106.28
29. OTHER EXPENSES Consumption of Stores, Spare parts and Packing materials 12,928.06 9,986.53 Repairs and Maintenance Machinery 6,809.48 5,691.85 Buildings 1,043.86 530.83 Others 245.32 190.94 Payments to Contractors for Services 6,432.98 4,516.82 Payments for Services 82.97 107.18 Royalty and Cess 5.96 15.78 Rent 1,085.05 954.11 Rates and Taxes 1,480.20 2,013.79 Excise duty on Stock and Others 247.40 (409.95) Commission to Selling Agents 1,017.49 762.31 Rebates, Discounts and Allowances 756.39 525.65 Insurance 383.93 323.61 Travelling 847.61 696.44 Advertisement and Publicity 2,469.69 1,671.85 Legal 148.97 158.14 Directors' Travelling and Conveyance 18.88 16.66 Directors' Fees 31.25 9.90 Commission to Non Executive Directors 49.50 41.55 Charity and Donations 329.50 556.96 Loss on sale of Current Investments - 42.70 Assets Written off and Loss on Sale of Assets 52.19 2.50 Loss due to Exchange fluctuation other than finance cost (Net) - 859.33 Provision for Obsolesence Inventory 9.79 26.17 Provision for Doubtful Debts 232.90 474.81 Bad Debts Written Off 4.30 0.50 Payment to Outside Agency 4,729.24 3,903.96 Diminution In Value Of Investment 351.45 - Miscellaneous Expenses 7,434.75 4,886.43 Total 49,229.11 38,557.35
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(` In Lakhs) 2014-15 2013-14 30 OTHER NOTES FORMING PART OF THE FINANCIAL STATEMENTS 30.1 Contingent liabilities not provided for in respect of : (i) Claims against the Company not acknowledged as debts (a) Disputed liability relating to ESI Contribution on over time wages and other 59.96 57.95 allowances (b) Disputed liability relating to PF Contribution on certain allowances 71.22 71.22 (c) Disputed liability relating to payment of premium on forest land used for 154.13 154.13 Mining purpose (d) For Pollution Control Board, Orissa 8.86 8.86 (e) Disputed claim for supply of Refractories 156.30 156.30 (f) Disputed liabilities relating to Railway for enhanced Godown rent and over 219.14 197.49 loading penal charges g) Disputed Sales Tax demand(including interest & penalty)-matter under ap- 838.94 665.57 peal (h) Disputed Entry Tax demand-matter under appeal 416.60 293.28 (i) Disputed Excise matters 3,756.38 3,756.38 (j) Disputed counterclaim in a Arbitration matter. - (k) Disputed liabilities relating to purchase of Electricity 302.16 (l) Disputed liabilities for Lanjiberna Mines for payment of Stamp Duty 8,349.76 8,349.76 (m) Disputed liabilities for Lanjiberna Mines for payment under Mines and 2,419.17 - Minerals (Development & Regulation) Act. (n) Others 86.21 222.15 16,536.67 14,235.25 (ii) Other monies for which the Company is contingently liable : (a) Disputed liability relating to labour matters-pending in Courts 3.01 4.57 (b) Disputed liability relating to Land matters-pending in Courts 38.21 39.51 (c) Others 78.00 78.50 Total 119.22 122.58 (iii) Disputed liability in respect of Income Tax demands 296.10 213.03 In respect of items above, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgements / decisions pending at various forums / authorities. (iv) a) Guarantee given to Banks on behalf of Radhikapur (West) Coal Mining Private - 636.00 Limited against which counter guarantee of `3.32 Lakhs(PY 561 Lakhs) has been received from OISL 30.2 Estimated amount of contracts remaining to be executed on capital account (net of 3,483.41 5,865.96 advances) and not provided for
30.3 In the opinion of the Board and to the best of their knowledge and belief, the valuation on realisation of current assets, loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet. 30.4 The Supreme Court of India in April, 1996, upheld the validity of Jute Packing Materials (Compulsory use in Packing Commodities) Act, 1987. The Company has been legally advised that the Act is applicable to it only with effect from October, 1996. Under the Act, Cement Manufacturers are required to use Jute Packaging Material for supply or distribu- tion upto 50% of their total production. The Calcutta High Court has granted stay against show cause notice received by the Company from the Jute Commissioner. The Transfer Petition filed by the Union of India before the Hon’ble Supreme Court was dismissed by the Hon’ble court due to default and as a result of which the pending writ of the Company will be heard by the Hon’ble Kolkata High Court on merits. The amount that may become payable, is presently not ascertainable. However, the Government has not notified the compulsory packing of Cement in jute packing materials for the period effective from 1st July, 1997.
112 Corporate Overview Management Reports Financial Statements
30.5 In respect of licence granted for captive mining Block at Radhikapur mines, a Joint Venture company Radhikapur (West) Coal Mining Private Limited has been incorporated on 29th March 2010 in which the Company's interest jointly with OCL Iron & Steel Limited (OISL) is 14.696%. The Company has invested `734.80 Lakhs (PY 734.80 Lakhs)in equity shares of the JV Company which includes `383.35 Lakhs(PY 383.35 Lakhs) being proportionate value of shares to be transfered to OISL after the receipt of approval from the Ministry of Coal, Govt of India and other Joint Venture Partners. 30.6 Consequent upon decision of the Hon’ble Supreme Court of India cancelling the alloction of Coal block, vide Order dated 24th September, 2014, the Company is in the process of assessing the recoverabilty of the amounts invested of `351.45 Lakhs in the Joint Venture Company ‘’Radhikapur (West) Coal Mining Private Ltd.’’. As a matter of prudence, a provision for similar amount has been made in the accounts during the current year. 30.7 Bank balances includes `0.45 Lakhs (PY `0.45 Lakhs)lying in a current account with a nationalised bank, to be operated jointly by the authorised signatories of the Company and OISL in respect of Coal Block Operations as mentioned in note 30.6 above. 30.8 Segment disclosure (AS - 17) (` In Lakhs) 2014-15 Cement Refractory Others Unallocable Total Segment operating Revenue External 2,17,351.98 41,419.24 - 9.61 2,58,780.83 (1,76,455.37) (43,786.79) - (8.77) (2,20,250.93) Segment Result Profit / (Loss) before tax and interest 25,989.00 2,231.00 -4,599.04 23,620.96 (22,303.00) (2,840.00) -(3,724.17) 21,418.83 Less : Interest 7,338.84 7,338.84 (7,106.28) (7,106.28) Profit before Taxation 16,282.12 (1,4312.55) Provision for Taxation - Current 3,291.62 3,291.62 (3,077.05) (3,077.05) - Deferred 1,625.33 1,625.33 (688.72) (688.72) - MAT credit -183.00 -183.00 avaliable for -(208.02) -(208.02) Reversed / (-) set off Profit after Taxation 11,548.17 (10,754.80) Other Information Segment Assets 1,84,602.08 43,323.61 1,09,719.07 3,37,644.76 (1,85,494.25) (44,478.67) (28,390.20) (2,58,363.12) Segment Liabilities 52,888.21 9,094.18 1,51,858.71 2,13,841.11 (39,796.22) (11,681.50) (91,945.36) (1,43,423.08) Capital Expenditure including capital 11,918.38 162.07 68.41 12,148.86 WIP (34,599.15) (905.52) (24.87) (35,529.54) Depreciation 14,965.53 956.69 91.75 16,013.97 (14,245.81) (1,075.98) (73.54) (15,395.33) Non cash expenses other than depreciation : Provision for Leave encashment 66.88 39.72 10.97 117.57 (77.33) -(3.06) (12.32) (86.59) Note : a) As per practice consistently followed, inter segment transfers for capital jobs recognised at cost and for other jobs at estimated realisable value. b) Business segment is considered as primary segment and there is only one geographical segment.
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30.9 Related Party Disclosures (AS-18) a) Related parties and their relationship : 1) Key management personnel: Shri M H Dalmia, Shri R H Dalmia, Shri.Gaurav Dalmia (Managing Director), Shri D.D.Atal (Wholetime Director) Relatives: Shri.A.H.Dalmia, Shri.V.H.Dalmia, Shri Y.H Dalmia, Smt. Abha Dalmia, Smt. Padma Dalmia, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Smt. Kanupriya Somany, Smt.Sharmila, Dalmia, Shri.Puneet Yadu Dalmia, Smt. Kiran Atal 2) Ultimate Holding Company: Dalmia Bharat Limited (w.e.f 25.02.2015) (Formly Dalmia Bharat Entrprises Ltd) 3) Holding Company: Dalmia Cement (Bharat) Limited (w.e.f 25.02.2015) 4) Enterprises over which key management personnel are able to exercise significant influence : Hari Machines Limited, Dalmia Bharat OCL Trust, Dalmia Institute of Scientific & Research (DISIR), Dalton International Ltd, Landmark Property Development Co.Ltd, Shree Natraj Ceramic & Chemical Industries Ltd, Landmark Landholdings Pvt.Ltd, Dalmia Bharat Sugar & Industries Ltd, Calcom Cement India Ltd, Debikay Systems Limited, Kiran Resources (P)Ltd, Dalmia Magnesite Corporation, Dalmia Cement East Limited, Dalmia Refrac- tories Limited b) Transactions with above in ordinary course of business : (` In Lakhs) 2014-15 2013-14 1) Transactions with parties referred in (1) above: a) Remuneration /Pension 1,160.55 839.53 b) Fixed Deposit received - 7.75 c) Fixed Deposit repaid 28.05 - d) Interest Expense 0.99 1.98 e) Service received 12.52 9.79 f) Rent Paid 77.21 58.93 g) Payable at the year end - 33.90 2) Transactions with parties referred in (2) above: a) Service rendered 0.09 5.21 b) Service received 2,816.11 2,681.66 c) Payable at the year end 1,025.06 697.82 3) Transactions with parties referred in (3) above: a) Purchase of goods - 1.30 b) Purchase fixed assets - 42.40 c) Service rendered 0.52 0.64 d) Service received 8.41 13.87 e) Receivable at the year end 0.08 0.31 f) Payable at the year end - 16.68 4) Transactions with parties referred in (4) above: a) Purchase of goods 430.64 369.51 b) Purchase of Fixed Assets - 18.41 c) Sale of goods & fixed assets 4,707.39 3,008.65 d) Service rendered 52.15 102.19 e) Service received 196.29 264.18 f) Rent Paid - 13.93 g) Receivable at the year end 1,006.70 1,454.96 h) Payable at the year end 89.93 136.62
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(` In Lakhs) 2014-15 2013-14 c) Disclosure of Material transactions with Related Parties Remuneration Syt.M.H.Dalmia 103.05 22.66 Syt.R.H.Dalmia 343.70 278.11 Shri.D.D.Atal 282.82 182.52 Shri.Gaurav Dalmia 348.66 280.82 Purchase of fixed assets Hari Machines Ltd. - 2.41 Purchase of goods Dalmia Cement(Bharat) Ltd. - 1.30 Dalmia Bharat Sugar & Industries Ltd 83.54 33.66 Dalmia Bharat Ltd 329.27 270.93 Sale of goods and fixed assets Calcom Cement India Limited 3,031.32 2,082.10 Dalton International. Ltd 1,096.72 899.22 Hari Machines Ltd. 10.83 20.08 Dalmia Refractories Limited 58.44 - Dalmia Cement East Limited 499.87 - Service rendered Hari Machines Ltd. 5.23 5.76 Service received Hari Machines Ltd. 6.80 7.04 Dalmia Cement(Bharat) Ltd. 8.41 13.87 Dalmia Bharat Ltd 2,816.11 2,681.66 DISIR 131.40 119.70 Dalton International. Ltd 40.06 111.89 Astir Properties Pvt. Ltd.(Rent) - 13.93 Receivable at the year end Dalton International. Ltd 754.86 899.22 Hari Machines Ltd. 12.45 12.43 Dalmia Refractories Limited 47.77 - Calcom Cement India Limited 188.32 542.49 Payable at the year end Dalton International. Ltd 17.13 49.31 Dalmia Bharat Ltd 1,025.06 697.82 Dalmia Refractories Limited 67.10 - Dalmia Cement(Bharat) Ltd. - 16.68 30.10 Earning per share (EPS) AS - 20 Profit after tax (In Rs Lakhs) 11,562.03 10,715.42 Weighted Average No. of equity shares of `2 each as on 31.03.2015 Basic & Diluted (No. in Lakhs) 569.00 569.00 EPS (`) Basic & Diluted 20.32 18.83
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30.11 Foreign Currency Exposure (Amount in Lakhs) 2014-15 2013-14 i) Hedged - Forward Contracts for imports (USD) USD 1.00 8.77 Euro 0.50 0.19 Term Loan USD 139.05 79.32 Foreign Currency Loan availed under Buyers' USD 36.00 - Credit Creditors USD 35.44 ii) Not Hedged Debtors USD 9.54 6.84 Euro 4.11 7.02 GBP 7.67 10.12 Creditors USD 99.82 11.10 Euro 8.32 1.52 JPY 6.67 9.01 GBP 0.02 0.30 Cash & Bank Balance USD (CY 5.75 - - PY 47.75) GBP (CY 1.2 - - PY 249.2) EURO (CY 6.66 - - PY 151.66) RMB 0.03 0.03 JPY 0.01 0.14 Kwacha 0.30 0.30 Term Loan USD 168.58 164.09 PCFC LOAN USD 4.89 4.27 EURO 5.63 8.64 GBP 4.33 7.85 Foreign Currency Loan availed under Buyers’ USD Credit
30.12 Employee Benefits - AS 15 (Revised) a) The Company has determined the liability for Employee benefits as at March 31, 2015 in accordance with revised Accounting Standard 15 notified by Govt. of India - Employee defined benefits. b) Following information are based on report of Actuary. Defined benefit plans as at March 31, 2015 (` In Lakhs) 2014-15 2013-14 Gratuity Leave Gratuity Leave (Funded) Encashment (Funded) Encashment (Unfunded) (Unfunded) A Break-up of expenses 1 Current Service Cost 212.01 303.42 174.19 246.15 2 Interest cost 131.21 27.92 119.63 21.05 3 Expected return on plan assets (164.83) - (126.52) - 4 Net Actuarial (gain) / loss recongised during the 82.13 (82.46) 106.52 (19.60) year 5 Total expense 260.52 248.88 273.82 247.60 B Actual return on plan assets 1 Expected return on plan assets 164.83 - 126.52 - 2 Actuarial gain / (loss) on plan assets 56.05 - (22.84) - 3 Actual return on plan assets 220.88 0.00 103.68 0.00
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C Reconciliation of obligation and fair value of assets 1 Present value of the obligation 2,057.16 532.34 1,704.36 414.77 2 Fair value of plan assets 2,057.20 - 1,704.52 - 3 Funded status [surplus / (deficit)] 0.04 (532.34) 0.16 (414.77) D Change in present value of the obligation during the year ended March 31, 2015 1 Present value of obligation as at April 1, 2014 1,704.36 414.77 1,488.05 328.18 2 Current Service Cost 212.01 303.42 174.19 246.15 3 Interest cost 131.21 27.92 119.63 21.05 4 Benefits paid (128.60) (131.31) (161.19) (161.01) 5 Actuarial (gain) / loss on plan assets 138.18 (82.46) 83.68 (19.60) 6 Present value of obligation as at March 31, 2015 2,057.16 532.34 1,704.36 414.77
E Change in Assets during the year ended March 31, 2015 2014-15 2013-14 1 Fair value of plan assets as at April 1, 2014 1,704.52 1,488.53 2 Expected return on plan assets 164.83 126.52 3 Contribution made 260.40 273.50 4 Benefits paid (128.60) (161.19) 5 Actuarial gain / (loss) on plan assets 56.05 (22.84) 6 Fair value of plan assets as at March 31, 2015 2,057.20 1,704.52
F The major category of plan assets as a percentage of total plan Gratuity : 80% (PY80%) invested with Central Govt/State govt/State Govt. Securities/Public sector bonds Fixed Deposit with PSU Banks Leave Encashment : Unfunded
2014-15 2013-14 Gratuity Leave Gratuity Leave Encashment Encashment G Actuarial Assumptions 1 Discount rate 8.00% 8.00% 8.50% 8.50% 2 Expected rate of return on plan assets 9.67% N/A 8.50% NA 3 Mortality IALM IALM IALM IALM (2006-08) (2006-08) (2006-08) (2006-08) ULTIMATE ULTIMATE ULTIMATE ULTIMATE 4 Salary escalation 6.00% 6.00% 6.00% 6.00% c) Gratuity is administered by an approved gratuity fund trust d) Amount recognised as an expense in respect of defined benefits plan as under : (` In Lakhs) 2014-15 2013-14 1 Contribution to Gratuity Fund 260.40 273.50 2 Gratuity paid directly 17.66 39.97 3 Leave encashment 248.88 247.60 526.94 561.07 e) Defined Contribution plan: Contribution to Defined Contribution Plan, recognised as expense for the year as under: 1 Employer's contribution to Government Provident Fund 801.80 718.13 2 Employer's contribution to Superannuation Fund 75.82 76.65 3 Farewell gift to retired employees 1.95 1.28 4 Medical insurance premium to retired employees 17.98 16.58 897.55 812.64
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30.13 Capital Work-In-Progress at OCL Bengal Cement Works/ Medinipur includes the following expenses / income Salary & Wages - 111.48 Rent - 4.47 Insurance - 17.21 Finance Charges 10.32 183.31 Others - 260.28
30.14 As per section 135 the Companies Act, 2013, the Company is required to spend two percent of the average net profits of the Company made during the last three immediately preceding financial years on Corporate Social Responsibil- ity. Accordingly the Company has complied with the said section and spent amounts aggregative to `279.45 lakhs (in excess of the said percentage) which includes: Contribution to Prime Minister relief fund `12.10 Lakhs, and to other institutions Rs 45.01 lakhs both approved under section 80G of the Income tax 1961, contribution to institutions ap- proved under section 35(1)(ii) of the Income Tax Act, 1961 `100 lakhs, to institutions approved under section 35 AC of the Income Tax Act, 1961 of `30 Lakhs and expedniture on rural infrastructure development, healthcare, skill develop- ment, livelihood, promotion of education etc. aggregating to `92.34 Lakhs.
30.15 Disclosure as per Requirement of Schedule - III
Name of the entity in the Net Asset Share in Profit / (loss). (Total Asset-Total Liability) As % of Amount As % of Amount consolidated consolidated net assets profit or loss Parent OCL India Limited 96.37% 1,19,620.63 98.90% 16,102.41 Subsidiaies Indian Odisha Cement Limited 0.00% 4.45 0.00% -0.10 Foreign OCL Global Limited 4.84% 6,006.38 1.84% 299.74 OCL China Limitied 3.60% 4,464.05 -0.85% -138.56 Minority Interests in all subsidiaries 0.26% 321.97 -0.09% -13.86 Joint Ventures (as per pro-portionate consolidation) Indian Radhikapur (West) Pvt Limited 0.28% 351.45 - - Elimination 5.35% 6,643.31 -0.20% -32.49 Total 100.00% 1,24,125.62 100.00% 16,282.12
30.16 Previous year figures have been regrouped/rearranged/ reclassified where necessary to correspond with current year figures.
for OCL INDIA LIMITED On behalf of the Board
Annexure to our Report of Date Rachna Goria Puneet Yadu Dalmia for V Sankar Aiyar & Co. (GM (Legal) & Managing Director Chartered Accountants Company Secretary) (DIN 00022633) Firm Registration No: 109208W M.S. Balachandran D.N. Singh Mahendra Singhi Place : New Delhi Partner Executive Director (Finance) CEO & Whole Time Director Date : 11.05.2015 M No.024282 & Chief Financial Officer (DIN 00243835)
118 Corporate Overview Management Reports Financial Statements
Summary of Financial Information of Subsidiary Companies For the Financial Year 2014-15 Disclosure under first proviso to sub-section (3) of Section 129 of Companies Act,2013 read with Rule 5 of Companies (Accounts) Rules,2014
(A) Subsidiaries (` In Lakhs) Sl. Particulars OCL GLOBAL LTD. OCL CHINA LTD. ODHISA No. CEMENT LTD. 1 Financial Year ending on # 31.03.2015 31.03.2015 31.03.2015 31.03.2015 31.03.2015 2 Reporting Currency INR USD INR RMB INR 3 Exchange Rate (As on 31.03.2015) 63.06 - 10.32 - 4 Exchange Rate (Average rate 2014-15) 61.58 - 10.02 - 5 Share Capital 1,347.88 28.30 2,441.13 404.29 5.00 6 Share Application Money - - 7 Reserves 4,658.50 73.64 2,022.93 109.28 (0.55) 8 Liabilities 1,653.46 26.22 4,633.87 448.89 0.18 9 Total Liabilities 7,659.84 128.16 9,097.93 962.46 4.63 10 Total Assets 7,659.84 128.16 9,097.93 962.46 4.63 11 Investments * 2,831.81 51.60 - - - 12 Turnover 9,407.97 152.77 7,477.35 746.50 13 Profit Before Taxation 299.74 4.87 (138.56) (22.90) (0.10) 14 Provision for Taxation - - - - 0.09 15 Profit After Taxation 299.74 4.87 (138.56) (22.90) (0.19) 16 Proposed Dividend - - - - - 17 Percentage of Shareholding 100.00 90.00 100.00 # Financial year of OCL China Ltd. ends on 31.12.2014, however, to coincide with the financial year of OCL India Ltd. the accounts have been drawn and audited upto 31.03.2015 * Investment in OCL China Ltd. `2,831.81 Lacs Note: 1 Assets and Liabilities for Balance Sheet Items of foreign subsidiaries are translated at the closing rate as on 31.03.2015. 2 Income and Expense items of foreign subsidiaries are translated at the average exchange rate during 2014-15. 3 Share Capital of Foreign Subsidiaries is translated at the exchange rate existing at the date of transaction.
(B) Following Joint Venture has been consolidated on proportionate basis: (` In Lakhs) Name of the Company Country of Incorporation Proportion of Ownership Interest as at March 31, 2015 Radhikapur (West) Coal Mining Private Limited India 7.029%
i) The Joint Venture is a jointly controlled entity with the joint control over finance and management by all the JV Share- holders, which is clearly spelt out in the Memorandum and Articles of the Joint Venture Company. Radhikapur (West) Coal Block has been allotted to three venturers viz. Rungta Mines Limited, Ocean Ispat Private Limited and OCL India Limited by Govt. of India, Ministry of Coal vide their letter No. 13016/77/2006-CA-I dated 21st December, 2009. ii) Details of the OCL India Limited’s share of assets and liabilities in the Joint Venture included in the Consolidated Financial Statements are as follows:
119 Annual Report 2014-15
(` In Lakhs) Particulars As at March 31, 2015 As at March 31, 2014 (unaudited) (unaudited) EQUITY & LIABILITIES Current Liabilities Trade payables 0.31 0.92 Other current liabilities 0.02 0.02 Total 0.33 0.94 ASSETS Non-current Assets Tangible assets 0.10 0.22 Pre-Operative Expenses (refer note no. 12) 54.10 63.02 Long-term loans and advances 149.79 149.80 Current Assets Cash & bank balances 138.17 130.97 Short -term loans and advances 4.29 3.28 Other current assets 5.33 5.11 Total 351.78 352.40 This is Pre- Operating period of the Joint Venture company. All the expenditure incurred till commencement of commercial production is classified as ‘Mines Development & Pre-Operative Expenses’ pending capitalization under Pre-operative expenses.
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Corporate Office 17th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi – 110 001 Website: www.oclindialtd.in E-mail: [email protected], [email protected]