General information about company |
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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 |
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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. | |||||||||||||||||||||||||
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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 |
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II. Composition of Committees |
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Disclosure of notes on composition of committees explanatory |
Audit Committee Details |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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: |
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Annexure 1 |
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Sr | Subject | Compliance status |
1 | Name of signatory | Rajeev Kumar |
2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
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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 |
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Signatory Details |
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Name of signatory | Rajeev Kumar |
Designation of person | Company Secretary and Compliance Officer |
Place | New Delhi |
Date | 11-Feb-2025 |
Investor Grievance Details |
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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- |
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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 |
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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 |
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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 |