Dalmia Cement (Bharat)

The Directors have pleasure in submitting the Annual Report and Audited
 Statements of Account of the Company for the year ended 31st March
 2008.
 
 FINANCIAL RESULTS
 
                                                       (Rs. Million)
                                                      2007-08  2006-07
 
 Net Sales Turnover                                    14807    9865
 Profit before interest, depreciation and tax (EBITDA)  6334    4054
 Less: Interest                                         1129     540
 Profit before depreciation and tax (PBDT)              5205    3514
 Less: Depreciation                                      864     551
 Profit before tax (PBT)                                4341    2963
 Provision for current tax (net of MAT credit)           513     100
 Provision for deferred tax                              337     563
 Fringe Benefit tax                                       19      11
 Profit after tax (PAT)                                 3472    2289
 
 Add:
 (i) Surplus brought forward                            3482    1755
 (ii) Transfer from Debenture Redemption Reserve           -       7
 (iii) Transfer from Reserve for Bad & Doubtful Debts      -      17
 Profit available for appropriation                     6954    4068
 
 APPROPRIATIONS:
 General Reserve                                         350     300
 Debenture Redemption Reserve                            108     139
 Interim/Proposed Dividend                               323     128
 Dividend Distribution tax thereon                        55      19
 Balance carried forward                                6118    3482
                                                        6954    4068
 
 DIVIDEND
 
 Your Directors had disbursed an interim dividend of 125 per cent
 amounting to Rs. 2.50 per equity share of face value of Rs.2/- each in
 February 2008. In addition to the interim dividend, your Directors have
 decided to recommend a final dividend of 75% amounting to Re. 1.50 per
 equity share of the face value of Rs. 2/- each, thus making the total
 dividend payout for the year Rs. 4/- per equity share on increased
 capital as against Rs. 3/- per share last year.
 
 SHARE CAPITAL
 
 Your Directors exercised the call option in respect of the detachable
 tradeable warrants issued by the Company in September, 2001 along with
 the 6% Non-Convertible Secured Redeemable Debentures of Rs. 10/- each
 issued to the Shareholders on a Rights basis. Out of the 76,51,621
 outstanding warrants, warrant holders holding 76,22,990 warrants opted
 for conversion of the warrants and were allotted 3,81,14,950 Equity
 Shares of Rs. 2/- each, which have been listed on the Stock Exchanges.
 
 As a gesture of goodwill, your Directors have decided to permit the
 remaining warrant holders to opt for conversion of the outstanding
 warrants into equity shares of the Company and have addressed letters
 to each one of them to apply for the conversion of warrants held by
 them.
 
 OPERATIONS AND BUSINESS PERFORMANCE
 
 Please refer to the chapter on Management Discussion and Analysis for a
 detailed analysis of the performance of the Company during 2007-08. In
 addition, working results for key businesses have been provided as an
 annexure to this report (Annexure - A).
 
 CORPORATE GOVERNANCE
 
 The Companys corporate governance practices have been detailed in a
 separate chapter in this document. The Auditors certificate on the
 compliance of Corporate Governance Code embodied in Clause 49 of the
 Listing Agreement is attached as annexure and forms part of this
 Report.
 
 LISTING OF SHARES
 
 In terms of the resolution passed by the Shareholders in the Annual
 General Meeting held on 27th September 2003, the Company applied for
 delisting of its securities from dealings on the Calcutta Stock
 Exchange. The Companys shares have since been delisted from the
 Calcutta Stock Exchange. The Companys shares continue to be listed on
 the Madras Stock Exchange, National Stock Exchange and Bombay Stock
 Exchange.
 
 INDUSTRIAL RELATIONS
 
 The industrial relations during the year under review remained
 harmonious and cordial. The Directors wish to place on record their
 appreciation for the excellent cooperation received from all employees
 at various units of the Company.
 
 EMPLOYEES PARTICULARS
 
 The statement giving particulars of employees who were in receipt of
 remuneration in excess of the limits prescribed under Section 217(2A)
 of the Companies Act, 1956 read with the Rules and Notifications made
 thereunder, is annexed.  However, in terms of Section 219(1)(b)(iv) of
 the Companies Act, 1956 the Report and Accounts are being sent to the
 Shareholders excluding the aforesaid Annexure. Any Shareholder
 interested in obtaining copy of the same may write to the Company
 Secretary at the Registered Office.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 TRANSACTIONS
 
 A statement giving details of Conservation of Energy, Technology
 Absorption and Foreign Exchange transactions, in accordance with the
 Companies (Disclosure of particulars in the Report of the Board of
 Directors) Rules, 1988, forms a part of this report as Annexure - B.
 
 SUBSIDIARIES
 
 Dalmia Cement (Meghalaya) Limited, a subsidiary of your Company, got
 amalgamated with OCL India Limited pursuant to the orders of the
 Gauhati High Court vide order dated 15-10-2007.
 
 The Company has obtained exemption from the Central Government under
 Section 212(8) of the Companies Act, 1956, from attaching the Annual
 Reports of its subsidiaries vide letter No. 47/125/2008-CL-III dated
 18-3-2008.
 
 Accordingly, the Directors Report and audited accounts of the
 Companies Subsidiaries, Kanika Investment Limited, Ishita Properties
 Limited, Shri Rangam Properties Limited, Geetee Estates Limited, D.I.
 Properties Limited, Avnija Properties Limited, Hemshila Properties
 Limited, Himshikhar Investment Limited, Arjuna Brokers & Minerals
 Limited, Shri Radha Krishna Brokers & Holdings Limited, Shri Rangam
 Brokers & Holdings Limited, Dalmia Minerals & Properties Limited, Seeta
 Estates & Brokers Limited, Sri Kesava Mines & Minerals Limited, Sri
 Shanmugha Mines & Minerals Limited, Sri Subramanya Mines & Minerals
 Limited, Sri Swaminatha Mines & Minerals Limited, Sri Madhava Minerals
 & Properties Limited, Sri Dhandauthapani Mines and Minerals Limited,
 Eswar Cements Private Limited, Sri Madhusudana Mines and Properties
 Limited, Sri Trivikrama Mines and Properties Limited, Dalmia Sugar
 Ventures Limited and Dalmia Cement Ventures Limited for the year ended
 31st March 2008 are not being enclosed with this annual report. Any
 Member desiring to inspect the detailed Annual Reports of any of the
 aforementioned subsidiaries may inspect the same at the Head Office of
 the Company and that of the subsidiaries concerned. In event a Member
 desires to obtain a copy of the Annual Report of any of the
 aforementioned subsidiaries, he may write to the Registered Office of
 the Company specifying the name of the subsidiary whose annual report
 is required. The Company shall supply a copy of such Annual Report to
 such Member.
 
 FIXED DEPOSITS
 
 The total amount of deposits remaining due for payment and not claimed
 by the depositors as on 31st March 2008 was Rs. 9.30 lakhs in respect
 of 14 depositors, out of which deposit amounting to Rs. 0.61 lakhs in
 respect of 1 depositor has since been paid.
 
 DIRECTORS
 
 Shri Jai H. Dalmia, was appointed as Vice-Chairman, of the Company
 effective 1-4-2007 in terms of the Resolution which was confirmed by
 the Shareholders by means of a Postal Ballot, the results of which were
 declared in March, 2007.
 
 The following Directors retire by rotation at the ensuing Annual
 General Meeting:.
 
 1.  Shri M.H. Dalmia;
 
 2.  Shri N. Khaitan; and
 
 3.  Shri J.S. Baijal
 
 Shri N. Gopalaswamy ceased to hold office as a Whole-time Director of
 the Company on 31-7-2007. Considering the service rendered by Shri
 Gopalaswamy during his tenure as a Whole-time Director, the Board
 co-opted him as an Additional Director effective 1 st August, 2007. The
 Company has received a Notice from a Shareholder as required under the
 provisions of Section 257 of the Companies Act, 1956 to the effect that
 he intends to propose the name of Shri N. Gopalaswamy to be appointed
 as a Director of the Company liable to retire by rotation.
 
 Shri T. Venkatesan, was appointed as a Whole-time Director effective
 1st November, 2007. The appointment of Shri T Venkatesan was confirmed
 by the Shareholders in the Extra-ordinary General Meeting held on 18th
 January, 2008.
 
 Shareholdings in the Company by its Directors as at 31-3-2008, are as
 under:
 
 Name of the Director         No. of Shares of Rs. 2/- each held
 
 Shri N. Khaitan                               6,665
 Shri Jai H. Dalmia                        16,35,010
 Shri Y.H. Dalmia                           6,02,380
 Shri Gautam Dalmia                         6,77,290
 Shri Puneet Dalmia                         7,42,055
 Shri N. Gopalaswamy                           6,665
 Shri T Venkatesan                             1,800
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 OCL India Limited has become an associate of the Company upon the
 amalgamation of the Companys subsidiary, Dalmia Cement (Meghalaya)
 Limited with OCL India Limited effective 1-7-2007, and consequent
 allotment of shares by OCL India Limited to the extent of 21.71% of its
 issued and paid-up capital.
 
 In compliance with the Accounting Standard 21 on Consolidated Financial
 Statements, this Annual Report also includes Consolidated Financial
 Statements for the financial year 2007-08.
 
 CEO/CFO REPORT ON ACCOUNTS
 
 As required under clause 49 of the Listing Agreement, the CEO/CFOs
 Report on the Accounts is attached.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In terms of the provisions of Section 217(2AA) of the Companies Act,
 1956 your Directors declare that:
 
 a) in the preparation of the annual accounts, the applicable Accounting
 Standards have been followed and no departures have been made there
 from;
 
 b) the Directors had selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 c) the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting frauds and other irregularities; and
 
 d) the Directors had prepared the annual accounts on a going concern
 basis.
 
 AUDITORS
 
 M/s. S.S. Kothari Mehta & Co., Chartered Accountants, Auditors of the
 Company retire at the conclusion of the ensuing Annual General Meeting
 and are eligible for re-appointment. As required under Section 224 of
 the Companies Act, 1956, the Company has obtained from them a
 certificate to the effect that their re-appointment, if made, would be
 in conformity with the limits prescribed in the said Section.
 
                                       For and on behalf of the Board
 
 Place : New Delhi  
 Dated : 22nd May, 2008
                                                     CHAIRMAN