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Dalmia Bharat Sugar & Industries Ltd.

BSE: 500097 Sector: Agri and agri inputs
BSE 00:00 | 12 Aug 338.00 -0.85






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OPEN 337.00
52-Week high 568.65
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P/E 12.52
Mkt Cap.(Rs cr) 2,736
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Sell Price 0.00
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OPEN 337.00
CLOSE 338.85
52-Week high 568.65
52-Week low 282.10
P/E 12.52
Mkt Cap.(Rs cr) 2,736
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dalmia Bharat Sugar & Industries Ltd. (DALMIASUG) - Director Report

Company director report

Your Directors have pleasure in presenting their 70th report on the operations andbusiness performance of your Company along with the audited Financial Statements for thefinancial year 2021-22.

Financial Highlights

(Rs in Crore)

Particulars FY 2021-22 FY 2020-21
Net Sales Turnover 3018.25 2685.57
EBIDTA 487.83 525.92
Less: Interest & Financial Charges 34.82 61.86
PBDT 453.01 464.06
Less: Depreciation & Impairement review impact 72.92 95.55
PBT 380.09 368.51
Less: Tax
Current Tax 98.33 101.62
Deffered Tax (13.49) (3.31)
PAT from continuing operations (a) 295.25 270.20
PAT from discontinued operations (b) (1.61) (0.70)
PAT (a) + (b) 293.64 269.50
Add: Surplus brought forward 1737.16 1467.66
Balance available for appropriation 2030.80 1737.15
Dividend 48.55 -
Balance carried Forward 1982.25 1737.16

Operational and Business Performance

During the year under review your Company has doubled its distillery capacity (by wayof increasing existing capacity and also by setting up new distillery at Ramgarh Unit) andincreased its sugar capacity at Jawaharpur and Nigohi Units.

Your Company has successfully commissioned its brownfield projects including expansionof capacity at its Jawaharpur and Nigohi Units to 9250 TCD and 9000 TCD respectivelyalong with refinery at Jawaharpur.

Also Ramgarh Distillery of 140 KLPD has got commissioned and Jawaharpur and Kolhapurdistilleries have expanded to 220 KLPD and 120 KLPD respectively during the year underreview.

Achievements during the year:

- In SS 22 diverted around 1.6 LMT (i.e. approx. 25% of total sugar) towards ethanolwhich is highest in the industry.

- Highest ever ethanol production and sales during the financial year.

- Highest ever sugar exports during the year - 2.3 LMT.

Operational milestones:

- Sugar sales at 6.08 LMT including highest ever export at 2.30 LMT.

- Distillery production at 11.71 Crore Litres.

- Distillery sales at 11.19 Crore Litres.

- Crush of Maharashtra units at 15.77 LMT.

- Normative Sugar recovery blended for both the regions.

- Further the working results for key businesses are attached and marked as Annexure -1 and forms part of this report.

Management Discussion and Analysis Report

Management Discussion and Analysis of financial performance and results of operationsof the Company for the year under review as stipulated in the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations") giving detailed analysis of the overall industrystructure economic developments performance and state of affairs of your Company'sbusiness and material developments during the financial year 2021-2022 is provided in aseparate section and forms part of the Annual Report.

The Company continued to be engaged in the same business during the financial year2021-2022. There were no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which theFinancial Statements relate and the date of this Report.


The Board of Directors has at its meeting held on May 24 2022 recommended a finaldividend of 1/- ( 50%) per equity share of the face value of H2/- for the FY 2021-22having considered various financial and non-financial factors prevailed during the yearin terms of the Dividend Distribution Policy of the Company. The dividend shall be paidupon approval by the members at the Annual General Meeting to all the shareholders (withrespect to shares held in physical form) / beneficial owners (with respect to shares heldin Demat form) whose names appear in the Register of Members / Beneficial Owners as on theRecord Date i.e. July 13 2022. In view of the changes made under the Income-tax Act1961 by the Finance Act 2020 dividend shall be paid to the shareholders after deductionof applicable tax at source.

During the year under review the Board of Directors of the Company had at its meetingheld on February 04 2022 declared an Interim dividend of H3/- (150%) per equity share ofthe face value of H2/- for the FY 2021-22. The interim dividend was paid to theshareholders on February 25 2022.

For the previous FY 2020-21 the Company had paid a dividend of H3/- (150%) to itsshareholders as against H4/- (150% - interim dividend and 50% - recommended finaldividend) for the year under review.

The Dividend Distribution Policy of the Company is available at the website of theCompany at

Transfer to General Reserves

Your Directors have not proposed transfer of any amount to the General Reserve for theyear under review.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act 2013 read with the IndianAccounting Standards (Ind AS) the Consolidated Financial Statements of the Company andits subsidiary for the financial year 2021-22 have been prepared and form part of theAnnual Report.

Subsidiaries Associates and Joint Venture Companies

The Company has one wholly owned subsidiary as on March 31 2022 i.e. HimshikharInvestment Limited and it is not a material unlisted subsidiary of the Company in terms ofthe SEBI Listing Regulations as amended from time to time and the Company's Policy fordetermining Material Subsidiary. The said Policy may be accessed at

The Company has no Associates or Joint Venture companies. A statement containing thesalient features of the Financial Statements of the Company's subsidiary for the financialyear ended on March 31 2022 in Form AOC 1 is attached and marked as Annexure - 2 andforms part of this report.

The Financial Statements of the Company prepared on standalone and consolidated basisincluding all other documents required to be attached thereto and the Financial Statementsof the Subsidiary Company are placed on the Company's website at Anymember desirous of obtaining a copy of these documents may write to the Company Secretaryin terms of Section 136 of the Companies Act 2013.

Scheme of Amalgamation

The Scheme of Amalgamation involving amalgamation of the wholly owned subsidiary namelyHimshikhar Investment Limited with the Company is pending for pronouncement of order bythe Hon'ble National Company Law Tribunal Chennai. Once Scheme is sanctioned and order ispronounced the Scheme shall become effective with effect from the Appointed Date i.e.April 012021.

Pursuant thereto the Company shall surrender the NBFC registration of HimshikharInvestment Limited to the Reserve Bank of India and same would result in rationalizationof the legal and regulatory compliances; administrative compliance and other operationalcosts and integration of resources of both the companies.

Directors Chief Executive Director and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act 2013 Shri BharatBhushan Mehta Whole-time Director & Chief Executive Office (DIN:00006890) is liableto retire by rotation at the forthcoming Annual General Meeting of the Company and hasoffered himself for reappointment. The Board of Directors recommends his reappointment.

All the Independent Directors of the Company namely Shri Rajeev Bakshi Smt. AmitaMisra and Shri P. Kannan have given declaration(s) that they meet the criteria ofindependence.

At the 69th Annual General Meeting of the Company held on September 212021 theappointment of following Directors was approved by the shareholders:

1. Shri Gautam Dalmia (DIN: 00009758) as the Managing Director of the Company for aperiod of five years with effect from January 16 2022;

2. Shri Bharat Bhushan Mehta (DIN: 00006890) as the Whole Time Director and ChiefExecutive Officer of the Company for a period of five years with effect from April012022; and

3. Shri Rajeev Bakshi (DIN 00044621) as an Independent Director of the Company for aperiod of five years with effect from February 05 2021.

In terms of Section 203 of the Companies Act 2013 Shri Gautam Dalmia ManagingDirector Shri Bharat Bhushan Mehta Whole Time Director and Chief Executive Officer ShriAnil Kataria Chief Financial Officer and Ms. Aashhima V Khanna continue to hold theirpositions as Key Managerial Personnel of the Company.

Board Meetings

During the year under review the Board of Directors of the Company met six timesi.e. on May 24 2021 July 30 2021 October 29 2021 December 29 2021 February 042022 and March 23 2022. The Board meetings were conducted in due compliance with; andfollowing the procedures prescribed in the Companies Act 2013 SEBI Listing Regulationsand applicable Secretarial Standards. Detailed information on the meetings of the Board isincluded in the report on Corporate Governance which forms part of the Annual Report.

Committees of the Board

During the year under review the Board ofDirectors was supported by six Board levelCommittees viz Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee Corporate Social Responsibility Committee Risk ManagementCommittee and Finance Committee.

The details with respect to the composition and number of meetings held during thefinancial year 2021-22 and attendance of the members terms of reference and other relatedmatters of the Committees are given in detail in the Corporate Governance Report whichforms part of the Annual Report. The recommendations made by the Committee(s) during theyear under review have been accepted by the Board of Directors.

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors

During the year under review the annual evaluation of performance of the BoardCommittees and individual Directors was carried out by the Independent DirectorsNomination and Remuneration Committee and Board of Directors in compliance with theCompanies Act 2013 and SEBI Listing Regulations.

The Board's functioning was evaluated on various aspects including inter-alia thestructure of the Board meetings of the Board functions of the Board effectiveness ofBoard processes information and functioning.

The Committees of the Board were assessed inter-alia on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The Directors were evaluated on various aspects such as attendance and contribution atBoard/Committee meetings and guidance/support to the management outside Board/ Committeemeetings.

The performance of Non-Independent Directors Board as a whole and the Chairman wasevaluated in a separate meeting of Independent Directors. Similar evaluation was alsocarried out by the Nomination and Remuneration Committee and the Board. Performanceevaluation of Independent Directors was done by the entire Board excluding theIndependent Director being evaluated.

Based on the feedback of the Directors and on due deliberations of the views andcounter views the evaluation was carried out in terms of the Nomination and RemunerationPolicy.

The evaluation confirmed that the Board and its Committees continued to operateeffectively and the Directors had met the high standards professing and ensuring bestpractices in relation to corporate governance of the Company's affairs.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors state that:

(a) In preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

(f) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company lays down the constitution androle of the Nomination and Remuneration Committee. The policy has been framed with thefollowing objectives:

(a) To ensure that appointment of directors key managerial personnel and seniormanagerial personnel and their removals are in compliance with the applicable provisionsof the Companies Act 2013 and the SEBI Listing Regulations;

(b) To set out criteria for the evaluation of performance and remuneration ofdirectors key managerial personnel and senior managerial personnel;

(c) To recommend to the Board the remuneration payable to senior management;

(d) To adopt best practices to attract and retain talent by the Company; and

(e) To ensure diversity of the Board of the Company.

The policy specifies the manner of effective evaluation of performance of Board itsCommittees and individual Directors to be carried out either by the Board by theNomination and Remuneration Committee or by an independent external agency and review itsimplementation and compliance. The Nomination and Remuneration policy of the Company canbe accessed at

Particulars of remuneration of Directors Key Managerial Personnel and Employees

The details relating to the ratio of the remuneration of each Director to the medianemployee's remuneration and other prescribed details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached and marked as Annexure - 3 and forms part ofthis report.

None of the Directors or Managing Director or Whole Time Director and CEO of theCompany received any remuneration or commission from the Subsidiary Company of yourCompany.

A statement showing the names of the top ten employees in terms of remuneration drawnand other employees drawing remuneration in excess of the limits set out in Rules 5(2) andother particulars in terms of Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached and marked as Annexure - 3A and forms partof this report.

Share Capital

During the year under review there was no change in the Issued Subscribed and Paid upequity share capital of the Company and it remained H16.19 Crore consisting of 80939303equity shares of H2/- each.

Investor Education and Protection Fund

During the year under review the Company has transferred H6608322 towards unclaimeddividend amount on the shares already transferred to Investor Education and ProtectionFund. However no shares were due and transferred to Investor Education and ProtectionFund during the year under review.

Annual Return

In terms of Section 92(3) read with Section 134(3)(a) of the Companies Act 2013Companies (Management and Administration) Rules 2014 the Annual Return of the Companyhas been placed at

Corporate Governance Report

Your Directors are committed to achieve the highest standards of ethics transparencycorporate governance and continue to comply with the Code of Conduct. The endeavour is toenhance the reputation as a responsible and sustainable Company to attract and retaintalents customers suppliers investors and to maintain fulfilling relationships with thecommunities.

The strong corporate governance and zeal to grow has helped us to deliver the bestvalue to the stakeholders. We have always been positively cautious about the near term andoptimistic about the medium and long term in view of the improved macro indicators for theeconomy significant growth in public spending and focused execution plans.

The Corporate Governance Report of the Company for the financial year 2021-22 as perthe SEBI Listing Regulations is attached hereto and forms part of the Annual Report.

Business Responsibility and Sustainability Report

Your Directors have voluntarily provided Business Responsibility and SustainabilityReport for the FY 2021-22 which is mandatory for top 1000 companies by marketcapitalization only with effect from FY 2022-23 in terms of Regulation 34(2) of theListing Regulations. Your Company is at 539 number by market capitalization as of March31 2022. The Business Responsibility and Sustainability Report on the following nineprinciples forms an integral part of the Annual Report:

P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical transparent and accountable
P2 Businesses should provide goods and services in a manner that is sustainable and safe
P3 Businesses should respect and promote the well-being of all employees including those in their value chains
P4 Businesses should respect the interests of and be responsive towards all its stakeholders
P5 Businesses should respect and promote human rights
P6 Businesses should respect protect and make efforts to restore the environment
P7 Businesses when engaging in influencing public and regulatory policy should do so in a manner that is responsible and transparent
P8 Businesses should promote inclusive growth and equitable development
P9 Businesses should engage with and provide value to their consumers in a responsible manner

Corporate Social Responsibility (CSR)

The Company as part of the Dalmia Bharat Group has been following the concept ofgiving back and sharing with under privileged sections for more than eight decades. TheCorporate Social Responsibility of the Company is based on the principal of GandhianTrusteeship. For over eight decades the Group addressed the issues of health care andsanitation education rural development women empowerment and other social developmentissues. The prime objective of our Corporate Social Responsibility policy is to hastensocial economic and environmental progress. We remain focused on generating systematicand sustainable improvement for local communities surrounding our plants and projectsites.

During the Financial Year 2021-22 in view of various amendments brought out by theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 Corporate SocialResponsibility Policy was revised to incorporate the amendments. The Corporate SocialResponsibility Policy of the Company can be accessed at

Pursuant to the said Policy the Company has spent H4.81 Crore towards corporate socialresponsibility activities including livelihood climate action social infrastructure andCOVID19 relief during the financial year 2021-22 and H50 Lakh has been transferred toUnspent Corporate Social Responsibility Account. The annual report on corporate socialresponsibility activities is attached and marked as Annexure - 4 and forms part of thisreport.

Related Party Transaction Policy and Transactions

All related party transactions entered during the year under review were on an arm'slength basis and in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 and SEBI Listing Regulations.

All related party transactions were placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were repetitive in nature except when the need for them could not be foreseen inadvance.

The particulars of contracts/arrangement/transactions entered into by the Company withthe related parties during the year under review are provided in Form AOC 2 which isattached and marked as Annexure - 5 and forms part of this report.

The Company has formulated a policy on materiality and on dealing with Related PartyTransactions and same can be accessed at

Risk Management

Your Company has a Risk Management Committee which monitors and reviews the riskmanagement plan / process of your Company. The major risks are assessed through a systemicprocedure of risk identification and classification. Risks are prioritized according tosignificance and likelihood.

The Risk Management Committee oversees the risk management processes with respect toall probable risks that the organization could face such as strategic financialliquidity security including cyber security regulatory legal reputational and otherrisks. The Committee ensures that there is a sound Risk Management Policy to address suchrisks. The purpose of risk management is not to eliminate risks but to proactively addressthem. There are no elements of risk which in the opinion of the Board may threaten theexistence of the Company. The details of the Risk Management Committee are given in theCorporate Governance Report which forms integral part of this Annual Report.

Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of section 177 of the Companies Act 2013 andRegulation 22 of SEBI Listing Regulations the Company has in place the Whistle BlowerPolicy and Vigil Mechanism for Directors employees and other stakeholders which providesa platform to them for raising their voice about any breach of code of conduct financialirregularities illegal or unethical practices unethical behaviour actual or suspectedfraud health safety and environmental issues. Adequate safeguards are provided againstvictimization to those who use such mechanism and direct access to the Chairman of theAudit Committee in appropriate cases is provided. The Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationis made against any person for a genuinely raised concern. The Whistle Blower Policy andVigil Mechanism can be accessed at

Adequacy of Internal Financial Controls

Your Company has in place adequate internal financial control systems commensurate withthe size of operations. The policies and procedures adopted by your Company ensures theorderly and efficient conduct of business safeguarding of assets prevention anddetection of frauds and errors adequacy and completeness of the accounting records andtimely preparation of reliable financial information.

The internal auditors of the Company conduct regular internal audits as per approvedplans; the Audit Committee reviews periodically the adequacy and effectiveness of internalcontrol systems and takes steps for corrective measures whenever required. There areestablished Cause-Effect-Action (CEA) systems and escalation matrices to ensure that allcritical aspects are addressed well in time.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company is committed to ensuring that all are treated with dignity and respect.The Human Resource and the Legal & Secretarial department in collaboration with otherfunctions ensure protection against sexual harassment of women at workplace and for theprevention and redressal of complaint in this regard.

In line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013 an Anti-Sexual Harassment Policy hasbeen put in place and Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. During the financial year 2021-22 onecomplaint was received by ICC which was investigated upon and closed upon finding thesame being false.

Loans Guarantees Security and Investments

Your Company has given loans and guarantees provided security and made investmentswithin the limits with the necessary approvals and in terms and accordance with theprovisions of Section 186 of the Companies Act 2013. The particulars of such loans andguarantees given securities provided and investments made are provided in the StandaloneFinancial Statements at note no. 5.

Energy Conservation Technology Absorption and Foreign Exchange Transactions

A statement giving details of Energy Conservation Technology Absorption and ForeignExchange Transactions is given in Annexure - 6 and forms part of this Report.

Statutory Auditor and their report

M/s NSBP & Co Chartered Accountants (Firm Registration No. 001075N) StatutoryAuditors of the Company hold office till the conclusion of forthcoming 70th Annual GeneralMeeting of the Company. Since their performance as Statutory Auditors has beensatisfactory and they have given consent for reappointment for the second term of fiveyears as the Statutory Auditors of the Company and confirmation to the effect that theyare eligible and independent for re-appointment your Directors have recommended theirreappointment for the second term of five consecutive years from conclusion of theforthcoming 70th Annual General Meeting till the conclusion of next sixth Annual GeneralMeeting i.e. 75th Annual General Meeting to be held in the year 2027.

There is no qualification reservation or adverse remark in their report on FinancialStatements. The notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any comments and explanation. The Auditors have notreported any matter under Section 143 (12) of the Act during the year under review.

Cost Records and Auditor

Your Company maintains the cost records with respect to its sugar and power business interms of section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Rules 2014. M/s R. J. Goel & Co. Cost Accountants were appointed as the CostAuditors of the Company to conduct Cost Audit for the financial year 2021-22. They hadsubmitted the Cost Audit Report for the financial year 2020-21 on July 30 2021.

Your Directors have re-appointed M/s R. J. Goel & Co. Cost Accountants New Delhias the Cost Auditors to conduct a cost audit for the financial year ended 2021-2022 atremuneration to be ratified by the shareholders at the forthcoming Annual General Meeting.

Secretarial Auditor and their Report

The Board has in its meeting held on May 24 2021 appointed M/s Harish Khurana &Associates Practicing Company Secretary as the Secretarial Auditor of the Company forthe financial year 2021-22.

As required under the Section 204 of the Companies Act 2013 and SEBI ListingRegulations the Secretarial Audit Report in Form MR-3 of the Company for the financialyear 2021-22 is attached and marked as Annexure - 7 and forms part of this report. Thereis no qualification reservation or adverse remark in the Secretarial Audit Report.

Compliance with Secretarial Standards

The Company has complied with all the applicable Secretarial Standards (SS) issued bythe Institute of Company Secretaries of India from time to time and approved by theCentral Government.

Awards and Recognition

Your Company continued its quest for excellence in its chosen area of business toemerge as a true global brand. Several awards and rankings continue to endorse as athought leader in the industry. The Awards / recognitions received during the financialyear 2021-22 include:

1. Dalmia Bharat Sugar and Industries Limited has received the Industry ExcellenceAward by The Sugar Technologist's Association of India at the 79th Annual Convention andInternational Sugar Expo 2021.

2. The Ramgarh Unit of the Company has been selected one of the best performing unit bythe Cane Department of UP Government.

3. Dalmia Utsav has been awarded India's Most Trusted Brand Award 2021 by InternationalBrand Consulting Corporation USA.

Other Disclosures

1. The Company had not accepted any deposits as per Section 73 of the Companies Act2013 read with Companies (Acceptance of Deposits) Rules 2014.

2. There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

3. There was no application made or proceeding pending under the Insolvency andBankruptcy Code 2016.

4. There was no one time settlement entered into with the Banks or FinancialInstitutions.

Acknowledgement & Appreciation

Your Directors express their sincere appreciation for the assistance and co-operationreceived from the Government authorities financial institutions banks customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.

For and on behalf of the Board of Directors
Gautam Dalmia Bharat Bhushan Mehta
Managing Director Whole Time Director and CEO
Dated: May 24 2022
Place: New Delhi