£3 - MSEI

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£3” Dalmia OCL THRU SPEED POSTICOURIER DRL/SEC/SE/19-20/56 10th February, 2020 The Head Listing & Compliance, Metropolitan Stock Exchange of India Limited Vibgyor Tower, 4‘h Floor, Plot N0.C 62, G-Block, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (East), Mumbai-400098 The Secretary, The Calcutta Stock Exchange Ltd. 7, Lyons Range, Kolkata 700 001 Dear Sir, Re: Outcome of the Board Meeting Pursuant to Regulation 33 read with Regulation 30 0f the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform that the Board of Directors in their meeting held today i.e 10.02.2020 have approved the stand-alone and the consolidated unaudited financial results of the Company for the quarter and nine months ended 31.12.2019. Pursuant to Regulation 33(1)(d) of the Listing Regulations, 2015, along with the copy of financial results, we also enclose herewith a copy of the Limited Review Report obtained from the Statutory Auditors 0f the Company on the standalone and the consolidated unaudited financial results of the Company for the quarter ended 31.12.2019. Please note that in terms of Regulation 47(3) of the Listing Regulations, 2015, the Company shall be publishing the standalone as well as the consolidated unaudited financial results for the quarter ended 3 1 . I 2.2019 in the newspapers. Please also note that the disclosures under Regulation 32 0f the Listing Regulations regarding the statement of deviations 0r variations are not applicable to the Company Thanking you. Yours faithfully, For DALMIA REFRACTORIES LIMITED AKANS HA JAI (Akansha Jain) Company Secretary Enel.: as above Dahnia Refractories Limited (Famwriy Shri Numm} Ceramics: Chemical Industries Ltd) 4, Srindiu House, Connaughr Place, New Dpflu 1.10001, India c snr‘ri[gydalmiarfimm w wwmdaimim'efi'acrories.com GIN: 1.24297! N1 9731’I,(;1K1[i3?2 Snips Uflia‘s‘: Delhi 011 2345?! 00, Kafka“: 033 67012600. Bhubnneswar [1674 {5773332 8: (Jhcmun‘ 1144 28301244 Rz-gil (1ffi-rr-: Dntminpumm 613105]. Ith firuchimpnm. '1‘nmr'f,Nadu, rmh‘cr A Dalmr'a Shara! Group mmpcmy

Transcript of £3 - MSEI

£3”Dalmia OCL

THRU SPEED POSTICOURIER

DRL/SEC/SE/19-20/56 10th February, 2020

The Head — Listing & Compliance,Metropolitan Stock Exchange of India LimitedVibgyor Tower, 4‘h Floor,Plot N0.C 62, G-Block,Opp. Trident Hotel, Bandra Kurla Complex,Bandra (East), Mumbai-400098

The Secretary,

The Calcutta Stock Exchange Ltd.7, Lyons Range,

Kolkata — 700 001

Dear Sir,

Re: Outcome of the Board Meeting

Pursuant to Regulation 33 read with Regulation 30 0f the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, we wish to inform that the Board of Directors intheir meeting held today i.e 10.02.2020 have approved the stand-alone and the consolidatedunaudited financial results ofthe Company for the quarter and nine months ended 31.12.2019.

Pursuant to Regulation 33(1)(d) of the Listing Regulations, 2015, along with the copy offinancial results, we also enclose herewith a copy ofthe Limited Review Report obtained fromthe Statutory Auditors 0f the Company on the standalone and the consolidated unauditedfinancial results of the Company for the quarter ended 31.12.2019.

Please note that in terms of Regulation 47(3) of the Listing Regulations, 2015, the Companyshall be publishing the standalone as well as the consolidated unaudited financial results forthe quarter ended 3 1 . I 2.2019 in the newspapers.

Please also note that the disclosures under Regulation 32 0fthe Listing Regulations regardingthe statement of deviations 0r variations are not applicable to the Company

Thanking you.

Yours faithfully,For DALMIA REFRACTORIES LIMITED

AKANSHA JAI

(Akansha Jain)

Company Secretary

Enel.: as above

Dahnia Refractories Limited

(Famwriy Shri Numm} Ceramics: Chemical Industries Ltd)

4, Srindiu House, Connaughr Place, New Dpflu 1.10001, Indiac snr‘ri[gydalmiarfimm w wwmdaimim'efi'acrories.com GIN: 1.24297! N1 9731’I,(;1K1[i3?2

Snips Uflia‘s‘: Delhi 011 2345?! 00, Kafka“: 033 67012600. Bhubnneswar [1674 {5773332 8: (Jhcmun‘ 1144 28301244Rz-gil (1ffi-rr-: Dntminpumm 613105]. Ith firuchimpnm. '1‘nmr'f,Nadu, rmh‘cr

A Dalmr'a Shara! Group mmpcmy

DALMIA REFRACI'ORIES LIMITED

CIN1~L242971N1973PLC006372:

Regd. Ofl'n-n : DALMIAPURAM. I'.O. KALLA KUDI - 6211251. DIST. TIRUCHIRAPALLL TAMIL NADU

Plume:- 911123457100. Website: www.dllmimfmtoriesxnm

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER .11. 2019

Rs. in lakh]

- rm... 0pm...“ " 23.391 1? 14689.78 19.73:. 11[1 Other Intent 250 14 2115.34 545.82

111 ' rant heme (Hm 753.63 11.15.49 guises 34.14131 14,915.12 29,131.95

1V NSES

Cost ofmaterials - ‘ 3.017 27 3.211.42 2.483 54 9.38112 7.35056 9.951156Purchases ofTraded Guuds 1.632.510 1.941125 407.44 5.673.73 1.252. 7‘) 1.71.15. 35Change in :nventunes ufflnjshed goods and \mrk-m-pmgress (262.691 (184.611) (309 ED) [380 50) (197.13) (254 051Employees benefits expense 737.38 744.84 699.31 2.236.115 1,973.86 2.63424Finance Cost 57 90 64.90 47 65 138 55 95.93 163 52Depreciamn and amnnisalmn expense 196.77 212.45 200.31 606 17 602.45 789 14Potter 8: Fuel 259 33 153.05 330 20 1195 45 966.23 1.3211 20

Olhef Expenditure 1,199.25 1,370.44 832 51 lit” 17 2.25-1.69 2,207.51

rpmkw . - Egg 1512.75 4.91.15 21,190.51 14,299.48 19,114.91

V hulk item: (IIIJN) 69547 525.14 117.92 135137 675.72 856.96VI Tau Expense

Current lax 136.00 140.00 115.00 586.00 313.00 405.00Deferred lax (Eredilllcharge (16.18} (153.20) (411.571 (26.24) (241.531 (101 69}Thin] Ta: ExEnsn (VI) l69£2 (IJJD) 44.43 270.76 71.45 183.3]

v11 Net Pneum- fluMEl-V-fll 52545 _ 35.36.84 £3.49 1,539.61 mz‘t 111355VII] Other Comprelm'lsive Income (OCI)

Items that will not he reclassified to profit or loss[I1 Fatt Vfiue aquuih' Instrumenls (155.71) [1.574.573 (-120 021 (1.322.611 [2.350.761 [3.127 741fii) Remasurements gainlttnss) on defined benefit plans 1.38 6.l5 (6 29) _ 414 (20.26} (13 55]Taum'm ,' ' ' hem. 1156.33 (1mm (11531} 1.31 ' {2.1mm {3,111.29}

IX TatilcflmmmM.E'E[Y!HV‘III) 371.32 _ (W914?! (34132] 15211.4 91.7.7275) 11.43%“)

X Paitl-up eguifl shin: capital (Face Value l'er Slur: Rs. [OH 31521 315.21 315.21 315.21 315.21 2115.21

XI Other Eguig excluding " ' ‘ Reserve 111.695.76-

Xll Earning Per Share 1 91113. 101- eadll [not A "(a1 Basil: 16.68 17.10 2.63 50. 1-1 19.17 22.32(12] Diluled 15.63 17.10 2.65 50.14 19.17 22.32

Nntes ta standalone financial results :i The above financial] results nFDalmia Reflectanes Limted were IEI'ieWEd by the Audit Committee uonatd and snhsequeath‘ approved by the BuaId ofDiIecmrs On 1011: Februan'

2020. The statutory auditors ofthe Company 11m 2 carried out limited reds“ fur the quarter and nine months ended 3151 December 2019.2 1he Cnmpan; is primn'ly in the business ot‘refractorj.‘ muul'amuting and selling. The business ol‘refmctories constitutes single business segment. The Company‘s opetatium are

prEdDrl'llflanll} confined in India Hence. there is only one identified teporlable segment as per 1nd AS 108 w Opermmg Segment.3 The Comparn‘ has elected to exemise the option pennined under Sectiun 1 ISBAA ofthe Income Tax Act. [961 as intruduced In- the Taxation Lam (Amendment) Ordinance. 2019.

Accurdlngl). the Company has Iecognised provision for income tax [or the quarter and nine months ended ilst December. 2019 and re-measuted the balance ofnet deferred lacliabilities. basis the rate prescribed in the aforesaid section and rewgnised the effect of change in the slmernent of profit and less.

4 Dumg the current quarter. the Board of Directors of Company In the1r meeting held on 1401 November. 2019. approved a Saheme nl‘ Amalgamation and Arrangement amongstDalmjn Refractories Limited (‘DRL'l and its sumidjary GSB Refractories India Private Limited ('GSB India'). Dalm'a Sham Refi'actories Limited ('DBRL‘) (formally knmm as SrlDhnndnuthapani Mine: and Minerals Linited] 11nd Dalmia OCL Private Limited ('DOCL'} (furmerh' Imam: :5 Ascension Commercio Pm‘ale Limited) and their respectiveshareholders and creditors in term: DfSectinns 23D [11 132 and all other applicable provisions ot'the Companies Act. 2013 ('Scheme 2'1. It involves (i) analgnmalion ol‘ DRL wtthDBRL: (ii1 amalgamation ufGSB India with DBRL; and (Iii) tmnsl'er and testing nftefraeton' tmdertalt'tng ofDBR]. to DOCL by way of slump exchange on a going concern basis.Pausuanl In this Scheme. DR]. and GSB India nill stand dissolved. The appointed date uflhe said Scheme will be 151 Aptil. 2020.

The Board of Directors of Dalmia Cement (Hharall LImlIBd. ('DCBL') :md DBRL In their respective n'eetings held on 14111 November. 3019. approved a Scheme of Arrangementamongst DCBL and DBRL and their respective shareholders and creditors in terns nl'Secttom 230 to 231 and all othet applicable prot'istuns ufthe Companies Act. 2013 ('Scheme1') I’m ltansl‘et and testing of :efractuty undenaking ufDCBL to DBRL. by “av ol'slump exchange 011 a going concern basis. The appointed date ufthe said Scheme would be litApril. 2019.

Pending necessary regulaion approvals and other eumpliancei. no effect ufthe above mentioned schemes has been considered in these l'u'tnncial results.

5 The figures for the corresponding previous penodx‘ year have been requupetlIrearranged “heret'et consideted necessary. to make them comparable.

In! 111' Directors

4. SCINDIA HOU 1"\

l -' eegnk Thnmhre

Place: New DelhiChairman

Dated l11l1’1 February 1020DIN' 02421599

-\V

STATEMENT OF CONSOLIDATED UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31. 2019

DALMIA REFRACTORIES LIMITED

C1N:-L24297TN1973P1.C006372;

Regd. Office : DALMIAPURAM. P.0. KALLAKUDI-621651. DIST. TIRUCHIRAPALLI. TAMIL NADU

Phone:— 911113457100: Website: www.dalmiarel'rattoriesxom

(Rs. in lakh).8161?) 'fitrficlm

1 Income from operations 11,2532] 12,666.39 4,771.17 36,335.70 15,088.92 24,142.0411 Other income 54.7] 61.28 45.99 173.31 227.34 460.311T1 T0131 Income( {+11} 11,307.92 12,727.67 4,817.16 36,509.01 15,316.26 24,602.35

1V EXPENSES

Cost of materials consumed 5.40223 6,602.88 2.937.511 17,905.36 8,300.61 13,484.59Purchases of'l‘raded Goods 1.510.53 1,427.90 (50.92) 4.135580 232.33 409.80Change in inventories of finished goods, work—in- (222.55) (359.05) (338.03) (433.00) (361.56) (497.31)progress and stock-in-trade

Employees benefits expense 1,361.41 1,421.84 796.29 4,175.45 2,252.85 3,571.85Finance Cost 206.41 219.22 54.11 631.80 104.54 314.00Depreciation and amortisation expense 412.85 423.01 207.68 1,349.56 619.77 1,077.76Power & Fuel 336.92 338.59 364.50 1,132.52 1,051.54 1,494.58Other Expenditure 1,601.12 1,975.31 844.35 5,095.70 2,646.61 4,159.57Tubal Expenses (IV) 10,608.92 12,049.71! 4,815.56 34,513.19 14,896.69 24,014.84

11" Profit before tax ( III—IV) 699.00 677.97 1.60 1,995.82 419.57 587.51VI Tax Expense

Current tax l94.37 268.41 85.00 821.85 313.00 614.30Deferred tax (22.43) (129.52) (40.57) (238.04) (241.55) (422.01)Total Tax Expenses (VI) 171.89 138.89 44.43 583.81 71.45 192.80

V11 Net Profit.r (loss) for the periodlyenr [V-Vl) 527.11 539.08 {42.33) 1,412.01 348.12 394.71

VII] Other Comprehensive Income (0C1)

Items that will not be reclassified to profit or loss

(1) Fair Value of Equity Instruments _ (155.71) (1,574.57) (420.02) (1,322.61) (2,356.76) (21,127.74)(ii) Re-measurements gainffloss) on defined benefit 1,55 6.31 [6.29) 4.63 (20.26) [13.24)plans

Items that will be reclassified to profit or 1055Exchange differences in translating the financial (233.37) 52.13 - (42.27) - 103.80statements of foreign subsidiaries

Total other wmlu ‘ ' .. inceme (387.53) (1,516.13) (426.31): (1,360.25) (2,377.02) (3,937.18)

[X Total Comprehensive income for the period! year [39.58 (977.05) (469.14) 51.76 (2,028.90) (2.642.47)(VH+VH])

Net profit Attributable to

a10wners ofthe Company 568.37 575.53 19.06 1,542.00 473.63 564.51b) N011 controlling interest (41.26) (36.45) (61.89) (129.99) (125.51) (169.80)

Other Comprehensive Income Attributable to

a) Owners of the Company (387.53) (1,516.13) (426.31) (1,360.25) (2.377.021 (3,037.18)b) Non controlling interest - - - - - -

Total Comprehensive Income Attributable to

a10wners ofthe Company 180.84 (940.60) (407.25] 181.75 (1.903.391 (2,472.67)b) Non controlling interest (41.26) (36.45) (61.89) (129.99) (125.51) (169.80)

X Pnid-up equity share cnpitai {Face Value Per 315.21 315.21 315.21 315.21 315.21 315.21Share Rs. 107-)

XI Other Equity excluding Revaluation Reserve 18,636.44

XII Earning Per Share (of Rs. 101'- each) (nutAnnualiscd)

(a) Basic 18.03 48.92(b) Diluted 18.03 48.92

Notes to consolidated financial results :

1 The above consolidated financial results of Dalmia Refractories Limited and its subsidiaries, collectively referred as Group, were reviewed by the Audit

Committee of Board and subsequently approved by the Board of Directors on 101h February 2020. The statutory auditors 0f the Company have caJTied ourlimited review for the quarter and nine months ended 3131 December 2019.

2 The figures for 1110 corresponding previous period! year have been regroupedfrearranged wherever considered necessary. 10 make them comparable.

3 Since, Dalmia Refractories Germany Gth, GSB Group GmbH and GSB Refractories India Private Limited became subsidiaries from Isl January 2019,

figures for conespondiug quarter and nine months ended 3131 December 2018 are 1101 strictly comparable.

4 The Parent Company and it‘s Indian subsidiaries have elected lo exercise the option permitted under Section 1 ISBAA of the Income Tax Act, 1961 as

introduced by the Taxation Laws (Amendment) Ordinance. 2019. Accordingly. the 1hose Companies has recognised provision for income tax fo: the quarter

and nine months ended 3151 December, 2019 and re-measmed the balance 01' net deferred lax liabilities, basis the rate prescribed in the aforesaid section

and recognised the effect of change in the statement of profit and 1055.

5 During the current quarter. the Board of Directors of Company in their meeting held on 14111 November, 2019, approved a Scheme of Amalgamation andl

Arrangement amongst Dalmia Refi'actories Limited (‘DRL‘) and its subsidiary GSB Refractories India Private Limited (‘GSB India‘), Dalmia Bharat

Refractories Limited (‘DBRL‘) (formerty known as Sri Dhandauthapani Mines and Minerals Limited) and Dalmia OCL Private LimiIed ('DOCL') (formerly

known as Ascension Commercio Private Limited) and their respective shareholders and creditors in terms 01’ Sections 230 to 232 and all other applicable

provisions 0fthe Companies Act, 2013 (”Scheme 2'). [1 involves (i) amalgamation of DRL with DBRL; (ii) amalgamation of GSB 1ndia with DBRL; and

(iii) transfer and vesting 0f refi'aetory undertaking of DBRL 10 DOCL by way 01‘ slump exchange on a going concern basis. Pursuant to this Scheme, DRLand GSB India will stand dissolved. The appointed date ofthe said Scheme wiil be 151 April. 2020.

The Board of Directors of Dalmia Cement (Bhamt) Limited (‘DCBL') and DBRL in their respective meetings held on 14th November, 2019, approved a

Scheme ofAnangement amongst DCBL and DBRL and their respective shareholders and creditors in terms of Sections 230 10 232 and all other applicable

provisions 0f1he Companies Act, 2013 (‘Scheme 1') for transfer and vesting of refractory undertaking ofDCBL to DBRL, by way of slump exchange on agoing concern basis. The appointed dale ofthe said Scheme would be 151 April, 2019.

Pending necessary regulatory approvals and other compliances, no effect 0f1he above mentioned schemes has been considered in these financial results.

6 Pursuant to a Scheme of Merger under German Laws. GSB Group (3th, step down suhsidiani of Dalmia Refractories Limited (DRL) have merged into itsparent Company, Dalmja Refractories Germany GmbH, which is the wholly owned subsidiary of DRL on 5111 December 2019. The name of the new mergedentity is “Dalmia GSB Refractories GmbH” (‘Dalmia GSB'). DRL continues to hold 100% shareholding 0f Dalmia GSB. Merger of these subsidiariesdoesn'1 have any material elfect on above financial results.

7 Information about Consolidated Primary(Ge0graphica1) Segments are as under:

(Rs. in lakh)

Quarter Ended Nine Months Ended Year EndedS. No. Particulars Dec 31, 2019 Sep 30, 2019 Dec 31.2018 Dec 31, 2019 Dec 31. 2018 Mar 31, 2019

Unaudited Unaudited Unaudited Unaudited Unaudited Audited1. Segment Revenue

(a)D0n1esfic 8,844.49 9,575.38 4,817.16 27,893.05 15,316.26 21,426.21(b) luternalional 2,463.44 3,152.29 - 8,615.96 - 3,176.14

Total 1 1,307.92 12,727.67 4,817.16 36,509.01 15,316.26 24,602.35Less : lnter segmem Revenue - - - - - -Total Revenue 11,307.92 12,727.67 4,817.16 36,509.01 15,316.26 24,602.35

2. Segment Results

(a) Domestic 667.91 598.26 55.71 1.80963 524.1 1 445.07(b)lntemati0na1 237.50 298.93 - 817.99 - 456.44

Total 905.41 897.19 55.71 2,627.62 524.11 901.51Less : Finance Cost 206.41 219.22 54.11 631.80 104.54 314.00Profit Before Tax 699.00 677.97 1.60 1,995.82 419.57 587.51

3. Segment Assets

(21D01nestic 40,662.85 38,881.48 31,524.62 40,662.85 31,524.62 39,521.16(11) lnternationaf 6,243.97 6,621.92 - 6,243.97 - 8,745.51

Total 46,906.82 45,503.40 31,524.62 46,906.82 31,524.62 48,266.67

4. Segment Liability

(a)D0n-1estic 16,120.92 14,609.19 11,982.23 16,120.92 11,982.23 14,961.69(11) linemational 1 1,814.33 12,089.94 - 11.81433 - 14,071.33

T0131 27,935.25 26,699.13 11,982.23 27,935.25 11,982.23 29,033.02

Place: New Delhi

Dated: 10111 February 2020 (i) As per Indian Accounting Standard 108 on "Operating Segment " (1ND AS 108). the Group has identified and reported geographical as primary segment

:aking into account the differing risks and return. the organization structure and the internal reporting system.(ii) These Segments are organized into two main business segment based on geographies:

I) Domestlc : Operations within India 1111ntemalional : Operations Outside India.

Cliainnan

DIN: 02421599

CHATURVEDI El SHAHChartered Accountants

Independent Auditor’s Review Report on Standalone Unaudited Financial Results of theCompany Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

T0,

The Board of Directors of

Dalmia Refractories Limited

1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Resultsof Dalmia Refractories Limited (“the Company”) for the quarter and period ended 31“December, 2019 (“the statement”), attached herewith, being submitted by the Companypursuant to the requirement of Regulation 33 0f the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“ the Regulation”), as amended.

2. This statement, which is the responsibility of the Company’s management and approved bythe Company’s Board of Direcmrs, has been prepared in accordance with the recognitionand measurement principles laid down in Indian Accounting Standard 34, InterimFinancial Reporting (Ind AS 34) as prescribed under section 133 of the Companies Act,2013 read with relevant rules issued thereunder and other accounting principles generallyaccepted in India. Our responsibility is to issue a report on the statement based on ourreview.

3. We conducted our review of the Statement in accordance with the Standard on ReviewEngagement (SRE) 2410, “Review of Interim Financial Information Performed by theIndependent Auditor of the Entity” issued by the Institute of Chartered Accountants ofIndia. This standard requires that we plan and perform the review to obtain moderateassurance as to whether the statement is free of material misstatement. A review is limitedprimarily to inquiries of Company personnel and an analytical procedure applied tofinancial data and thus provides less assurance than an audit. We have not performed anaudit and accordingly, we do not express an audit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes usto believe that the accompanying statement of standalone unaudited financial results,prepared in accordance with the applicable accounting standards and other recognizedaccounting practices and policies has not disclosed the information required to be disclosedin terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that' contains any material misstatement.

and Office: 714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai - 400 021, India. Tel.: +91 22 3021 8500 - Fax :+91 22 3021 8595

Other Oflices: 44 - 46. "C" Wing. Minal Court, Nariman Point, Mumbai - 400 021. India. Tet: +91 22 4510 9700 - Fax: +91 22 45109722

URL : www.cas.ind.in

Branch : Bengaluru

CHATURVEDI EISHAHChartered Accountants

We draw your attention to the Note no. 4 to the Financial Results, regarding “Scheme ofAmalgamation and Arrangement amongst the Company (i.e. Dalmia Refractories Limited,GSB Refractories India Private Limited, Dalmia Bharat Refractories Limited (Formerlyknown as Sri Dhandauthapani Mines and Minerals Limited), Dalmia OCL Private Limited(Formerly known as Ascension Commereio Private Limited) and their respectiveshareholders and creditors wherein Dalmia Refractories Limited will be amalgamated withDalmia Bharat Refractories Limited and refractory undertaking of Dalmia BharatRefractories Limited will be transferred and vested t0 Dalmia OCL Private Limited on agoing concern basis. The appointed date is lst April 2020. Pending approval of the abovescheme by the various regulatory authorities, the Financial Results Of the Company for thequarter and nine months ended 3lst December 2019 have been prepared on going concernbasis. Our conclusion is not modified in respect of this matter.

For Chaturvedi & Shah LLP

Chartered Accountants

Registration No. 101720W/ W100355

wwuali‘fi

Vijay NapawaliyaPartner

Membership No. 109859UDIN: 2m 001 86"! fiflfiflfl M 9355

Place: New DelhiDate: 10th February 2020

Continuation sheet...

CHATURVEDI El SHAH...Chartered Accountants

Independent Auditor’s Review Report on consolidated unaudited financial results of theCompany Pursuant to the Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015

T0,

The Board of Directors of

Dalmia Refractories Limited

1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results ofDalmia Refractories Limited (“the Parent”) and its Subsidiaries (the parent and its subsidiariestogether refer to as “the Group”), for the quarter ended 31St December, 2019 and for the periodfrom 15‘ April, 2019 to 31St December, 2019 (“the statement”), being submitted by the Parentpursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and DisclosureRequirements) Regulation, 2015 (‘the Regulation’), as amended. Attention is drawn to the factthat the consolidated figures for the corresponding quarter ended 315‘ December 2018 and thenine months period ended 31St December 2018, as reported in these financial results have beenapproved by the Parent’s Board of Directors, but have not been subjected to review.

2. This statement, which is the responsibility of the parent’s management and approved by theParent’s Board of Directors, has been prepared in accordance with the recognition andmeasurement principles laid down in Indian Accounting Standard 34, Interim FinancialReporting (1nd AS 34) as prescribed under Section 133 of the Companies Act, 2013 read withrelevant rules issued thereunder and other accounting principles generally accepted in India.Our responsibility is to express a conclusion on the statement based on our review.

3. We conducted our review of the statement in accordance with the Standard on ReviewEngagement (SRE) 2410, “Review of Interim Financial Information Performed by theIndependent Auditor qfthe Entity” issued by the Institute of Chartered Accountants of India. Areview of interim financial information consists of making enquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted in accordance withStandards on Auditing and consequently does not enable us to obtain assurance that we wouldbecome aware of all significant matters that might be identified in an audit. Accordingly, we donot express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI underRegulation 33 (8) of the SEBl (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended, to the extent applicable.

,fl ——_—_—— ._ .

1 Head Office: 714-715, Tulsiani Chambers, 212. Nariman Point, Mumbai - 400 021, India. Tel.: +91 22 3021 8500 - Fax ;+91 22 3021 8595

Other Offices: 44 - 46, "C" Wing, Mittal Court, Narirnan Point, Mumbai - 400 021, India. Tel: +91 22 4510 9700 - Fax: +91 22 45109722

URL : www.cas.ind.in

Branch : Bengaluru

CHATURVEDI EISHAHChartered Accountants

The statement includes the results of the following entities:-

A. Dalmia GSB Refractories GMBH (Refer note no. 6)

B. GSB Refractories India Private Limited

C. Dalmia Seven Refractories Limited

Based on our review conducted and procedures performed as stated in paragraph 3 above andbased on the consideration of the review reports of the other auditors referred to in paragraph 6below, nothing has come to our attention that causes us to believe that the accompanyingstatement of consolidated unaudited financial results, prepared in accordance with therecognition and measurement principles laid down in the aforesaid Indian Accounting Standardand other accounting principles generally accepted in India, has not disclosed the informationrequired to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended, including the manner in which it isto be disclosed, or that it contains any material misstatement.

We did not review the interim financial information/financial results of 2 subsidiaries includedin the consolidated unaudited financial results, whose interim financial information/financial

results reflect total revenue of Rs. 3242.30 Lakh and Rs. 1 1580.84 Lakh, total net profit/(loss)after tax of Rs. (334.95) Lakh and Rs. (249.73) Lakh, total comprehensive income/(loss) ofRs. (334.95) Lakh and Rs. (249.73) Lakh for the quarter ended 31S1 December, 2019 and for theperiod from 1St April, 2019 to 3lst December, 2019 respectively, as considered in theconsolidated unaudited financial results. These interim financial informationffinancial resultshave been reviewed by other auditors, whose reports have been furnished to us by theManagement and our conclusion on the statement, in so far as it relates to the amount anddisclosures included in respect of these subsidiaries is based solely on the reports of theother auditors and procedures performed by us as stated in paragraph 3 above.

Our conclusion on the statement is not modified in respect of the above matters with respect toour reliance on the work done and the report of other auditors.

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CHATURVEDI ESHAHLLFCharteted Accountants

7. We draw your attention to the Note no. 5 to the Financial Results, regarding “Scheme ofAmalgamation and Arrangement amongst the Company (i.e. Dalmia Refractories Limited, GSBRefractories India Private Limited, Dalmia Bharat Refractories Limited (Formerly known as SriDhandauthapani Mines and Minerals Limited), Dalmia OCL Private Limited (Formerly knownas Ascension Commercio Private Limited) and their respective shareholders and creditors,wherein Dalmia Refractories Limited and GSB Refractories India Private Limited will beamalgamated with Dalmia Bharat Refractories Limited and refractory undertaking of DalmiaBharat Refractories Limited will be transferred and vested to Dalmia OCL Private Limited on agoing concern basis. The appointed date is 131 April 2020. Pending approval of the abovescheme by the various regulatory authorities, the Financial Results of the Company for thequarter and nine months ended 31St December 2019 have been prepared on going concern basis.Our conclusion is not modified in reSpect of this matter.

For Chaturvedi & Shah LLP

Chartered Accountants

Registration No. 101720W/ W100355

WWWM

Vijay NapawaliyaPartner

Membership No. 109859UDIN: 20103850 00989106936

Place: New Delhi

Date: l0”1 February 2020

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