Integrated Filing-Governance



General information about company

Scrip Code 542216
NSE Symbol DALBHARAT
MSEI Symbol NOTLISTED
ISIN INE00R701025
Name of the entity DALMIA BHARAT LIMITED
Date of start of financial year 01-Apr-2024
Date of end of financial year 31-Mar-2025
Reporting Quarter Quarterly
Date of Quarter Ending 31-Dec-2024
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? Yes
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? Yes
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? No
Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity NOT APPLICABLE
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID COMZ00515
Reason For No SCORE ID
Type of Submission Original
Remarks (website dissemination)



Annexure I

Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory *Tenure of Independent Director has been counted from his/her initial date of appointment till 31.12.2024 **Mr. Gautam Dalmia was re-appointed as a Managing Director of the Company w.e.f. 30-10-2023 in the Annual General Meeting of the Company, held on June 30, 2023. ***Mr. Puneet Yadu Dalmia was re-appointed as a Managing Director & CEO of the Company w.e.f. 30-10-2023 in the Annual General Meeting of the Company, held on June 30, 2023.
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO Yes Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. Yadu Hari Dalmia 00009800 Non-Executive - Non Independent Director Chairperson 02-Jun-1947 No Active Yes 29-Sep-2021 15-Oct-2018 1 0 1 1
2 Mr. Gautam Dalmia 00009758 Executive Director Not Applicable MD 16-Jan-1968 No Active NA 30-Oct-2018 3 0 3 0
3 Mr. Puneet Yadu Dalmia 00022633 Executive Director Not Applicable CEO-MD 15-Oct-1972 No Active NA 30-Oct-2018 3 2 1 0
4 Mr. Niddodi Subrao Rajan 07339365 Non-Executive - Non Independent Director Not Applicable 11-Nov-1961 No Active NA 30-Aug-2019 1 0 0 0
5 Mr. Paul Heinz Hugentobler 00452691 Non-Executive - Independent Director Not Applicable 14-Feb-1949 No Active Yes 30-Jun-2023 01-Jul-2023 01-Jul-2023 18 2 1 2 1
6 Mrs. Anuradha Mookerjee 10174271 Non-Executive - Independent Director Not Applicable 08-Mar-1961 No Active Yes 30-Jun-2023 01-Jul-2023 01-Jul-2023 18 1 1 2 0
7 Mr. Anuj Gulati 00278955 Non-Executive - Independent Director Not Applicable 27-Jun-1973 No Active Yes 12-Jan-2024 14-Oct-2023 14-Oct-2023 14.17 1 1 2 0
8 Mr. Haigreve Khaitan 00005290 Non-Executive - Independent Director Not Applicable 13-Jul-1970 No Active Yes 28-Jun-2024 01-Apr-2024 9 6 6 6 1



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory



Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00452691 Paul Heinz Hugentobler Non-Executive - Independent Director Chairperson 14-Oct-2023
2 10174271 Anuradha Mookerjee Non-Executive - Independent Director Member 14-Oct-2023
3 00278955 Anuj Gulati Non-Executive - Independent Director Member 14-Oct-2023



Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 10174271 Anuradha Mookerjee Non-Executive - Independent Director Chairperson 14-Oct-2023
2 00452691 Paul Heinz Hugentobler Non-Executive - Independent Director Member 14-Oct-2023
3 07339365 Niddodi Subrao Rajan Non-Executive - Non Independent Director Member 19-Oct-2019



Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00009800 Yadu Hari Dalmia Non-Executive - Non Independent Director Chairperson 15-Oct-2018
2 00009758 Gautam Dalmia Executive Director Member 15-Oct-2018
3 00452691 Paul Heinz Hugentobler Non-Executive - Independent Director Member 14-Oct-2023



Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00452691 Paul Heinz Hugentobler Non-Executive - Independent Director Chairperson 14-Oct-2023
2 07339365 Niddodi Subrao Rajan Non-Executive - Non Independent Director Member 19-Oct-2019
3 00009758 Gautam Dalmia Executive Director Member 15-Oct-2018
4 00278955 Anuj Gulati Non-Executive - Independent Director Member 14-Oct-2023



Annexure 1

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 18-Jul-2024 Yes 8 8 4
2 19-Oct-2024 92 Yes 8 7 3



Annexure 1

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 17-Jul-2024 Yes 3 3 3 0
2 Audit Committee 18-Jul-2024 0 Yes 3 3 3 0
3 Audit Committee 18-Oct-2024 91 Yes 3 3 3 0
4 Audit Committee 19-Oct-2024 0 Yes 3 3 3 0
5 Nomination and remuneration committee 17-Jul-2024 Yes 3 3 2 0
6 Nomination and remuneration committee 18-Oct-2024 92 Yes 3 3 2 0
7 Risk Management Committee 17-Jul-2024 Yes 4 4 2 0



Annexure 1

VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1

Sr Subject Compliance status
1 Name of signatory Rajeev Kumar
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Signatory Details

Name of signatory Rajeev Kumar
Designation of person Company Secretary and Compliance Officer
Place New Delhi
Date 11-Feb-2025


Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 4
No. of investor complaints disposed off during the Quarter 4
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below

Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies Since the amendment in SEBI LODR Regulations came into effect from December 13, 2024, details of all acquisitions during the quarter ended December 31, 2024, before and after the said amendment, even if disclosed earlier, are being disclosed
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter
1 Bijlee Kandasamy Private Limited 01-Oct-2024 0 25.3800 25.3800
2 Atria Wind Power (Basavana Begawadi) Private Limited 24-Oct-2024 0 5.3900 5.3900


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:

Any Other Information for Disclosure of Imposition of Fine or Penalty Since the amendment in SEBI LODR Regulations came into effect from December 13, 2024, details of all penalties imposed during the quarter ended December 31, 2024, before and after the said amendment, even if disclosed earlier, are being disclosed
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible
1 Additional Commissioner GST & Service Tax (Appeals), Central Division, Patna Special Circle, Patna, Bihar Dalmia Cement (Bharat) Limited (DCBL), wholly owned subsidiary of the Company, had received an Order on April 28, 2024, from Assistant Commissioner of State Taxes, Special Circle, Patna, Bihar, demanding tax of Rs. 23,14,439/- along with interest and Penalty amount of Rs. 2,31,442/- disallowing input tax credit on damages and shortages of cement, demand of tax on ineligible input tax credit claimed for FY 2018-19 and late filing of return under the Central Goods and Services Tax Act, 2017. In an appeal against the aforesaid Order, the Additional Commissioner GST & Service Tax (Appeals), Central Division, Patna Special Circle, has passed an Order in favor of DCBL, allowing the said appeal and reducing the earlier tax liability and penalty imposed, as under. 1) Tax of Rs. 1,07,686/- along with interest; and 2) Penalty amount of Rs. 20,000/-. 09-Oct-2024 As mentioned in earlier column Since the earlier Order was issued u/s 73 of CGST Act and related to Financial Year 2018-19, the imposed interest and penalty are subject to waiver u/s 128A of the Central Goods and Services Tax Act, 2017 as per Finance Act (2) 2024. Accordingly, there will be no financial impact on DCBL.
2 Assistant Commissioner, Central Tax and Central Excise, Belagavi, Karnataka Dalmia Cement (Bharat) Limited (DCBL), a wholly owned subsidiary of the Company, received Order under Section 74 of the Central Goods and Services Tax Act, 2017 for demand of GST on input tax credit under Reverse Charge Mechanism and demand of certain input tax credit claimed in FY 2017-18, 2018-19 and 2019-20. The Authority has confirmed the demand of tax of Rs. 3.09 Lakhs along with interest, and Penalty amount of Rs. 3.09 Lakhs on DCBL. 03-Dec-2024 As mentioned in earlier column Order do not have any major financial impact on DCBL and the same is limited only to the extent of tax liability along with interest and penalty amount. DCBL has a good case on merits to defend the matter before the Appellate Authorities and will appeal against the said Order before the Commissioner (Appeals) within prescribed timelines.
3 Assistant Commissioner, Central Tax and Central Excise, Belagavi, Karnataka Dalmia Cement (Bharat) Limited (DCBL), a wholly owned subsidiary of the Company, received Order under Section 74 of the Central Goods and Services Tax Act, 2017 for demand of GST on input tax credit under Reverse Charge Mechanism and demand of certain input tax credit claimed in FY 2017-18, 2018-19 and 2019-20. The Authority has confirmed the demand of tax of Rs. 7.36 Lakhs along with interest, and Penalty amount of Rs. 12.71 Lakhs on DCBL. 03-Dec-2024 As mentioned in earlier column Order do not have any major financial impact on DCBL and the same is limited only to the extent of tax liability along with interest and penalty amount. DCBL has a good case on merits to defend the matter before the Appellate Authorities and will appeal against the said Order before the Commissioner (Appeals) within prescribed timelines.
4 Additional Commissioner (Appeal) - State Tax & GST, Rourkela Div, Sundargarh, Odisha Dalmia Cement (Bharat) Limited (DCBL), wholly owned subsidiary of the Company, had received an Order on December 26, 2023, from Assistant Commissioner of State Tax, Rourkela II Circle, Panposh, Odisha, demanding tax of Rs. 15.63 Lakhs along with interest and penalty, pertaining to Input Tax Credit (ITC) mismatch, non-filing of GSTR-3B by the suppliers and interest liability on late reversal of ITC for the tax period from July, 2017 to March, 2018 under the Central Goods and Services Tax Act, 2017. In an appeal against the aforesaid Order, the Additional Commissioner (Appeal) - State Tax & GST, Rourkela Div, Sundargarh, Odisha, has passed an Order in favor of DCBL, partially allowing the said appeal and reducing the earlier tax liability and penalty imposed, as under: 1) Tax of Rs. 10,68,378/- along with interest; and 2) Penalty amount of Rs. 1,22,733/-. 21-Dec-2024 As mentioned in earlier column Since the earlier Order has been issued u/s 73 of CGST Act and the present order passed u/s 107 of CGST Act related to Financial Year 2017-18, the imposed interest and penalty are subject to waiver u/s 128A of the Central Goods and Services Tax Act, 2017 as per Finance Act (2) 2024. Accordingly, there will be no financial impact on DCBL.


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute