DALMIA REFRACTORIES LIMITED CIN No

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DALMIA REFRACTORIES LIMITED

CIN No.: L24297TN1973PLC006372

Regd. Office: Dalmiapuram, P.O. Kallakudi, Dist. Tiruchirappalli, Tamil Nadu - 621651.

Phone No. 011-23457100

Website: www.dalmiarefractories.com, E-mail: [email protected]

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF DALMIA REFRACTORIES LIMITED CONVENED PURSUANT TO THEORDERS DATED APRIL 16, 2021 AND FEBRUARY 23, 2021 PASSED BY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAWTRIBUNAL

MEETING:

Day Thursday

Date June 3, 2021

Time 10.00 A.M.

Mode of Meeting Video Conferencing (‘VC’) from the Corporate office at 4, Scindia House,Connaught Place, New Delhi-110001

REMOTE E-VOTING DETAILS:

Commencing on: Wednesday, May 26, 2021 at 9.00 A.M. IST

Ending on: Wednesday, June 2, 2021 at 5.00 P.M. IST

INDEXSr. No. Particulars Page No.

1. Notice convening meeting of the equity shareholders of Dalmia Refractories Limited(‘DRL’) pursuant to the provisions of Sections 230 - 232 and other relevant provisionsof the Companies Act, 2013 read with Rule 6 of the Companies (Compromises,Arrangements and Amalgamations) Rules, 2016

2. Explanatory statement under Section 230(3) read with Sections 232(2), 102 of theCompanies Act, 2013, Rule 6 of the Companies (Compromises, Arrangements andAmalgamations) Rules, 2016 and other applicable provisions of the CompaniesAct, 2013

3. Scheme of Amalgamation of Dalmia Refractories Limited and GSB Refractories IndiaPrivate Limited with Dalmia Bharat Refractories Limited (formerly known as SriDhandauthapani Mines and Minerals Limited) and their respective shareholdersand creditors

4. Confirmation that a copy of the Scheme has been filed with the Registrar of Companies

5. Valuation report dated November 14, 2019 issued by Walker Chandiok & CoLLP, an Independent Chartered Accountant

6. Valuation report dated November 14, 2019 issued by Incwert Advisory PrivateLimited, Registered Valuer

7. Fairness opinion dated November 14, 2019, issued by IDFC Securities Limited,a Category I registered Merchant Banker

8. Copy of observation letters issued by the Metropolitan Stock Exchange of IndiaLimited and the Calcutta Stock Exchange Limited dated March 11, 2020 andJuly 14, 2020 respectively to DRL

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49

63

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9. Complaints reports dated January 3, 2020 filed with the Metropolitan StockExchange of India Limited and the Calcutta Stock Exchange Limited by DRL

10. Unaudited financial results / financial statements for the period ended/as onDecember 31, 2020 of DRL, GSB Refractories India Private Limited (‘GSB India’ )and Dalmia Bharat Refractories Limited (‘DBRL’)

11. Reports adopted by the Board of Directors of DRL, GSB India and DBRL explainingthe effect of the Scheme of Amalgamation and Arrangement amongst DalmiaRefractories Limited and GSB Refractories India Private Limited and Dalmia BharatRefractories Limited (formerly known as Sri Dhandauthapani Mines and MineralsLimited) and Dalmia OCL Limited (formerly known as Dalmia OCL Private Limited/ Ascension Commercio Private Limited) and their respective shareholders andcreditors on each class of shareholders, key managerial personnel, promotersand non-promoter shareholders, laying out in particular the share exchange ratio

12. Abridged Prospectus as required under SEBI Circular No. CFD/DIL3/CIR/2017/21dated March 10, 2017, as amended from time to time (to the extent applicable)pertaining to DBRL and GSB India

13. Form of Proxy

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111

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Form CAA2

[Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016]

Before the National Company Law Tribunal Bench, Chennai

Company Scheme Application No. 322 of 2020

In the matter of Scheme of Amalgamation of Dalmia Refractories Limited and GSB Refractories India Private Limited with DalmiaBharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and their respective shareholdersand creditors

Dalmia Refractories Limited … the Applicant Company

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF DALMIA REFRACTORIES LIMITED PURSUANT TO THEORDERS DATED APRIL 16, 2021 AND FEBRUARY 23, 2021 PASSED BY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAWTRIBUNAL

To,

The Equity Shareholders of Dalmia Refractories Limited

TAKE NOTICE that by orders dated April 16, 2021 and February 23, 2021 in the above mentioned Company Scheme Application(‘Orders’) , the Chennai Bench of the National Company Law Tribunal (‘Tribunal’/ ‘NCL T’) has directed a meeting of the equityshareholders of the Applicant Company to be held for the purpose of considering, and if thought fit, approving with or withoutmodification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Dalmia Refractories Limited and GSBRefractories India Private Limited with Dalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Minesand Minerals Limited) and their respective shareholders and creditors (‘Scheme’ or ‘the Scheme’ or ‘this Scheme’ ).

In pursuance of the said Orders and the directions given therein, further notice is hereby given that a meeting of the equityshareholders of the Applicant Company will be held on Thursday , the 3rd Day of June, 2021 at 10.00 A.M. through V ideoConferencing (“VC”) (hereinafter referred to as the ‘e- Meeting’) in compliance with the applicable provisions of the CompaniesAct, 2013 and the relevant SEBI Regulations subject to the directions given in the NCLT Orders dated April 16, 2021 and February23, 2021 to consider and if thought fit, approve with or without modification(s), the following resolution:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013(‘Act’) and the rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force), theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amendedfrom time to time and subject to applicable provisions of the Memorandum and Articles of Association of the Company, sanctionsand permissions of the National Company Law Tribunal (‘Tribunal’) and subject to the approval of the secured creditors andunsecured creditors and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary,and subject to such conditions and modifications as may be prescribed, imposed or approved by the Tribunal or by anyregulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by theBoard of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to mean and includeone or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by thisResolution), the arrangement embodied in the Scheme of Amalgamation of Dalmia Refractories Limited and GSB RefractoriesIndia Private Limited with Dalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and MineralsLimited) and their respective shareholders and creditors (‘Scheme’) be and is hereby approved.

RESOLVED FURTHER THAT any one of the Directors of the Company; Mr. Chandra Narain Maheshwari, Authorised Signatory;Mr. Manoj Kumar Rathi, Chief Financial Officer; Ms. Akansha Jain, Company Secretary; and Mr. Nishant Nayan, General Manager–Legal & Compliance of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, as itmay, in its absolute discretion, deem requisite, desirable, appropriate or necessary to give effect to this resolution and toeffectively implement the proposed amalgamation embodied in the Scheme and to accept such modifications, amendments,limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the proposedarrangement embodied in the Scheme or by any authorities under law, and to do and cause to do all acts and things, to resolveany doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

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The members may refer to the Notes to this Notice for the details of e-Meeting and remote e-voting. The voting rights of the EquityShareholders shall be in proportion to their Equity Shareholding in the Company as on closure of business hours on May 21, 2021(‘Cut-off Date’). As directed by the NCLT, the Applicant Company is convening an e- Meeting of its Equity Shareholders wherein thefacility of e-voting is being provided. Since Equity Shareholders include Public Shareholders, this will be in sufficient complianceof the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended from time to time (to the extent applicable),(‘SEBI Circular’). The scrutinizer will however submit his separate report to the Chairman of the meeting after completion ofthe scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the PublicShareholders of the Applicant Company.

The NCLT has appointed Mr. Gaurav Kejriwal, Advocate as the Chairperson of the said meeting including for any adjournment oradjournments thereof and either of the managing director / directors / authorised signatories of the Applicant Company whohave sworn in affidavit on behalf of the Applicant Company as the alternate chairperson.

The above-mentioned Scheme, if approved by the said equity shareholders, will be subject to the subsequent approval of theNCLT and any other approvals as may be required.

Copy of the Scheme, copy of the explanatory statement under Section 230 – 232 of the Companies Act read with Rule 6 of theCompanies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other enclosures as indicated in the index areenclosed.

Dated: April 19, 2021 Sd/-New Delhi Gaurav Kejriwal

Chairman appointed for the Meeting

Registered OfficeDalmiapuram, P.O. KallakudiDist. Tiruchirappalli, Tamil Nadu-621 651

Notes:

1. The Board of Directors of the Applicant Company at its meeting held on November 14, 2019 had approved the Schemeof Amalgamation and Arrangement amongst Dalmia Refractories Limited and GSB Refractories India Private Limitedand Dalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) andDalmia OCL Limited (formerly known as Dalmia OCL Private Limited / Ascension Commercio Private Limited) andtheir respective shareholders and creditors subject to the sanction of the NCLT and of such other authorities as may benecessary.

2. Subsequently, the Board of Directors of the Applicant Company had approved a modification in the aforesaid scheme atits meeting held on April 5, 2021 and had filed a modification application with the NCLT seeking for the directions toreschedule the meetings of shareholders and creditors of the Applicant Company to obtain their respective approvalswith regard to the Scheme. Accordingly, basis the directions of the NCLT vide order dated April 16, 2021, the meeting ofthe Equity Shareholders of the Company which was earlier scheduled on April 20, 2021 has been rescheduled toJune 3, 2021.

One of the primary reasons for such rescheduling of the meeting of the Equity Shareholders of the Company was in orderto allow the Equity Shareholders of the Company to re-acquaint themselves with the provisions of the Scheme postmodification. The modification mainly pertained to removal of Part V of the Scheme of Amalgamation and Arrangementamongst Dalmia Refractories Limited and GSB Refractories India Private and Dalmia Bharat Refractories Limited(formerly known as Sri Dhandauthapani Mines and Minerals Limited) and Dalmia OCL Limited (formerly known asDalmia OCL Private Limited / Ascension Commercio Private Limited) and their respective shareholders and creditors. Asa result of the said modification, Dalmia OCL is no longer a party to the Scheme and the entire refractory business will be

housed in DBRL.

3. The Explanatory Statement pursuant to Sections 102, 230(3) and 232(2) of the Companies Act, 2013 (‘Act’) read withRule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and SEBI Circular inrespect of the business set out above is annexed hereto.

4. The Hon’ble Tribunal vide its Orders has issued directions to hold the meeting of equity shareholders on Thursday,June 3, 2021. Accordingly, the meeting of the equity shareholders of the Company is being convened on Thursday, June3, 2021, at 10.00 a.m. (IST), through VC, for the purpose of considering, and if thought fit, approving, the Scheme.

5. A person entitled to attend and vote at the Equity Shareholders’ meeting is entitled to appoint a proxy to attend andvote instead of himself and such proxy need not be an equity shareholder of the Applicant Company. The Form ofProxy duly completed should, however, be deposited at the registered office of the Applicant Company and/or e-mailedto [email protected]/ [email protected] not less than 48 hours before the meeting. It is furtherclarified that Proxies can only vote through e-voting system available during the meeting held virtually through VC andnot through any other mode.

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6. A person can act as proxy on behalf of shareholders not exceeding fifty (50) and holding in the aggregate not more thanten percent (10%) of the total share capital of the Company. In case a proxy is proposed to be appointed by a shareholderholding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act asa proxy for any other person or shareholder.

7. All alterations made in the Form of Proxy should be initialed.

8. As directed by the Chennai Bench of the NCLT, the quorum for the meeting of the equity shareholders of the ApplicantCompany shall be 25 shareholders in number of the Applicant Company, present in person or by proxy through videoconference. In case there is no quorum at the designated time of the meeting, then the meeting shall be adjourned byhalf an hour, and thereafter, the persons present and voting shall be deemed to constitute the quorum.

9. The Notice is being sent to / published / displayed for all the Equity Shareholders, whose names appear in the registerof members/ list of beneficial owners as received from KFin Technologies Private Limited on April 16, 2021. The votingrights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on thecut-off date of May 21, 2021.

10. The Company has appointed KFin Technologies Private Limited, Registrars and Transfer Agents (“RTA”) of the Company,to provide VC facility for the e-Meeting.

11. Members can attend the e-Meeting through log in credentials provided to them for remote e-voting. Physical attendanceof the Members at the e-meeting is not required.

12. Body corporates are entitled to appoint authorised representatives to attend the e-Meeting through VC and participatethereat and cast their votes through e-voting.

13. The Members can join the e-Meeting 15 minutes before the scheduled time of the commencement of the e-Meeting andupto 15 minutes after the scheduled time to start the e-meeting by following the procedure mentioned in the Notice.

14. The attendance of the Members attending the e-Meeting through log in will be counted for the purpose of reckoning thequorum specified by the NCLT.

15. Remote e-voting : The Company is providing facility of remote e-voting to its Members through e-voting agency namely“KFin Technologies Private Limited”. The Notice of remote e-voting indicating the detailed procedure and manner ofremote e-voting along with the user ID and password is being enclosed separately and forms the integral part of theNotice.

16. Voting at the e-Meeting: Those Members, who will be present in the Meeting through VC facility and who have not casttheir vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to votethrough e-voting system during the Meeting. Shareholders who have cast their votes through remote e-voting mayattend the Meeting but shall not be entitled to cast their vote during the Meeting.

17. In compliance with the NCLT Orders, the Notice, together with the documents accompanying the same, is being sent toall the Shareholders, electronically by e-mail to those Shareholders who have registered their e-mail ids with theCompany/Registrar and Share Transfer Agents/ Depositories and for Shareholders who have not registered their E-mail ids, physical copies are being sent by permitted mode. In case any Shareholder wishes to receive a copy of thenotice they are requested to send an email to [email protected] duly quoting his/her DP ID and Client ID or the Folionumber, as the case may be and soft copy of this Notice will be provided to such Shareholder.

18. In line with the NCLT Orders the notice calling the e-Meeting has been uploaded on the website of the Company atwww.dalmiarefractories.com and is also available on the website of e-voting agency at https://evoting.kfintech.com.The notice convening the Meeting will also be published through an advertisment in the newspapers, BusinessStandard (All India Edition) and Dina Mani (Tamil Nadu Edition).

19. Any person who becomes a Member of the Company after dispatch of this Notice and holding shares as on the cut-offdate i.e. May 21, 2021, may obtain the User ID and password for remote e-voting by writing to the Karvy on the email-id:[email protected] or contacting the toll free number-1 800 345 4001 or by writing to KFin Technologies PrivateLimited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032 [Unit: DalmiaRefractories Limited], requesting for the User ID and Password.

20. The remote e-voting period commences on Wednesday, May 26, 2021 (9.00 a.m. IST) and ends on Wednesday,June 2, 2021 (5.00 p.m. IST). During this period, shareholders of the Applicant Company, holding shares either inphysical form or in dematerialized form as on May 21, 2021 may cast their vote electronically. The e-voting module shallbe disabled by Kfin for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shallnot be allowed to change it subsequently.

21. The NCLT has appointed Mr. Harrish Khurana, Practicing Company Secretary (Membership No.-FCS 4835) as theScrutinizer to scrutinize the e-voting process in a fair and transparent manner.

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22. The Scrutiniser will submit his Consolidated Report to the Chairman of the Meeting or a person authorised by him inwriting, after scrutinising the voting done by the Equity Shareholders within 48 hours from the conclusion of the Meeting.The scrutinizer will also submit his separate report to the Chairman of the meeting after completion of the scrutiny of the votescast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of theApplicant Company. The scrutiniser’s decision on the validity of the votes cast shall be final.

23. The results will be declared within 48 hours of the e-Meeting by the Chairman of the meeting or a person authorized byhim and the Resolutions will be deemed to be passed on the e-Meeting date subject to the requisite number of votesin favour of the Resolution(s).

24. The Results declared along with the Scrutiniser’s Report will be placed on the Company’s websitewww.dalmiarefractories.com and on the website of KFin Technologies Private Limited, www.kfintech.com within 48 hoursfrom the conclusion of the meeting and shall also be communicated to the Stock Exchanges where the Company’sshares are listed as also displayed in the Notice Board at the Registered Office of the Company.

25. Instructions for the Members for attending the e-Meeting through Video Conferencing:

i. Members are provided with a facility to attend the e-Meeting through video conferencing platform provided by theRTA. Members may access the same at https://evoting.kfintech.com under shareholders/members login by usingthe remote e-voting credentials. The link for e-Meeting will be available in shareholder/ members login where theEVENT and the name of the Company can be selected.

ii. Members are encouraged to join the meeting through Laptops with Google Chrome for better experience.

iii. Further, Members are advised to keep Camera on, if any, and hence use internet with a good speed to avoid anydisturbance during the meeting.

iv. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobilehotspot may experience audio/video loss due to fluctuation in their respective networks. It is therefore recommendedto use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

v. Members, who would like to express their views or ask questions during the e-Meeting will have to register themselvesas a speaker by visiting the URL https://emeetings.kfintech.com/ and clicking on the tab ‘Speaker Registration’during the period starting from May 24, 2021 (9 a.m.) upto May 26, 2021 (5 p.m.). Only those members who haveregistered themselves as a speaker will be allowed to express their views/ask questions during the e-Meeting.

vi. The Company reserves the right to restrict the number of speakers depending on the availability of time for thee-Meeting. Please note that speakers registration only by the members holding the shares as on cut-off date willbe considered.

vii. A video guide assisting the members attending e-AGM either as a speaker or participant is available for quickreference at https://emeetings.kfintech.com/.

26. Instructions for members for e-V oting during the e-Meeting:

i. Only those Members/shareholders, who will be present in the e-Meeting through VC facility and who have notcasted their vote through remote e-voting are eligible to vote through e-voting in the e-Meeting.

ii. However, Members who have voted through remote e-voting will be eligible to attend the e-Meeting.

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Before the National Company Law Tribunal Bench, at Chennai

Company Scheme Application No. 322 of 2020

In the matter of Companies Act, 2013

And

In the matter of Scheme of Amalgamation of Dalmia Refractories Limited and GSB Refractories India Private Limited withDalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and their respectiveshareholders and creditors

And

In the matter of Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of theCompanies Act, 2013

Dalmia Refractories Limited … the Applicant Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTIONS 232(2) AND 102 OF THE COMPANIES ACT,2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMA TIONS) RULES, 2016 AND OTHERAPPLICABLE PROVISIONS OF THE COMP ANIES ACT, 2013 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF DALMIAREFRACTORIES LIMITED CONVENED PURSUANT TO THE ORDER DATED APRIL 16, 2021 AND FEBRUARY 23, 2021 PASSEDBY THE CHENNAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL

In this statement, Dalmia Refractories Limited is hereinafter referred to as ‘DRL’ or ‘the Applicant Company’. The otherdefinitions contained in the Scheme will apply to this Explanatory Statement also. The following statement as required underSection 230(3) of the Companies Act, 2013 sets forth the details of the proposed Scheme and such other details as requiredunder Sections 230-232 of the Companies Act, 2013 read with Section 102 of the Companies Act, 2013 and the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016. It further sets forth effects of the Scheme and, in particularany material interests of the Directors in their capacity as members.

1. Pursuant to an Orders passed by the Chennai Bench of the National Company Law Tribunal (‘NCLT’) in the CompanyScheme Application No. 322 of 2020 referred to hereinabove and the directions given thereunder, a meeting of the equityshareholders of the Applicant Company is being convened and held through video conferencing (‘VC’) on Thursday ,June 3, 2021 at 10.00 A.M. for the purpose of considering and if thought fit, approving with or without modification(s), theproposed Scheme of Amalgamation of Dalmia Refractories Limited and GSB Refractories India Private Limited withDalmia Bharat Refractories Limited (formerly known as Sri Dhanduathapani Mines and Minerals Limited) and theirrespective shareholders and creditors (‘the Scheme’ or ‘this Scheme’ or ‘Scheme’).

2. A copy of the Scheme as approved by the Board of Directors of Dalmia Refractories Limited, GSB Refractories IndiaPrivate Limited and Dalmia Bharat Refractories Limited at their respective meetings held on April 5, 2021 is attached tothis explanatory statement and forms part of this statement.

3. SEBI Circular issued by the Securities and Exchange Board of India (‘SEBI’), inter alia, requires the Applicant Company toprovide for voting by Public Shareholders through e-voting. Since the Applicant Company is seeking the approval of its EquityShareholders (which includes Public Shareholders) to the Scheme by way of e-voting, no separate procedure for votingthrough e-voting would be required to be carried out by the Applicant Company for seeking the approval to the Scheme by itsPublic Shareholders in terms of SEBI Circular.

4. In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be acted upon only if a majority in personsrepresenting three fourths in value of the equity shareholders, of the Applicant Company, casting their vote, as aforesaid, agreeto the Scheme.

5. In terms of the SEBI Circular, the Scheme shall be acted upon only if the votes casted by the Public Shareholders of theApplicant Company in favour of the resolution for the approval of the Scheme are more than the number of votes casted by thePublic Shareholders against it.

6. BACKGROUND OF THE COMPANIES DIRECTLY INVOLVED IN THE SCHEME IS AS UNDER:

A. Dalmia Refractories Limited (‘DRL ’ or ‘the T ransferor Comp any 1’)

1. Dalmia Refractories Limited (CIN: L24297TN1973PLC006372) was incorporated under the Companies Act, 1956, in theState of Tamil Nadu, in the name and style of “Dalmia Ceramic Industries Limited” on 21st day of June 1973. Thereafter, witheffect from 1st November 1983, the name of the Transferor Company 1 was changed to “Shri Nataraj Ceramic and Chemical

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Industries Limited”. Thereafter, with effect from 28th March, 2014, the name of the Transferor Company 1 was changed to“Dalmia Refractories Limited”. Till the date of dispatch of this notice, there has been no further change in the name of theTransferor Company 1. PAN of the Transferor Company 1 is AABCS5453M. DRL is a public limited company.

2. The Registered Office of the Transferor Company 1 is presently situated at Dalmiapuram, P.O. Kallakudi, Dist. Tiruchirappalli,Tamil Nadu- 621651. There has been no change in the registered office of the Transferor Company 1 in the last 5 years.

3. The email address of the Transferor Company 1 is [email protected]

4. The authorised, issued, subscribed and paid-up share capital of the Transferor Company 1 as on March 31, 2020 is as follows:

Share Capit al Amount in INR (In crores)

Authorised Share Capit al

50,00,000 Equity Shares of Rs. 10/- each 5.00

Total 5.00

Issued, subscribed and fully p aid-up Share Capit al


Total 3.15

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in the authorised,issued, subscribed and fully paid up share capital of the Transferor Company 1.

5. The equity shares of the Transferor Company 1 are listed on the Metropolitan Stock Exchange of India Limited and the CalcuttaStock Exchange Limited.

6. The main objects of the Transferor Company 1 are set out in the Memorandum of Association. They are briefly as under:-

III (A) Main Objects on incorporation:-

1. To carry on the business of producers, miners, manufacturers and to treat, purchase, sell or otherwise deal with:

a. Bricks, Tiles, Stoneware, Pipes, Pottery, Earthenware, Sanitary-ware, china and terra-cotta, Dolomite, Sulphur,Pyrites, Graphite, Cement, Reinforced Cement Concrete pipes and Cement products of all kinds, Refractoriesand Ceramic-ware of all kinds.

b. Fire clay, China clay, Magnesite, Quartizite and products thereof and all other refractory materials and products.

2. To purchase or otherwise acquire or take on lease for exploration or deal in any land, mining undertaking, coalmines, artificial stones, gypsum material, sand or other material useful for building purposes.

3. To establish, run and burn brick-kilns, limestone kilns and manufacture all kinds of building material inclusive of pre-fabricating, paving, lining and roofing material.

4. To buy, sell or otherwise deal in coal, coke and fuel in connection with or allied to the business of the Company.

5. To manufacture, deal and carry on business in all kinds of earthen-ware, pottery or articles of clay, kaolin, lime,cement, gypsum, sand or a combination of two or more of them and products allied thereto.

7. There has been no change in the main objects of the Transferor Company 1 during last 5 years.

8. The Transferor Company 1 is engaged in the business of manufacturing and selling of refractory products and services.

B. GSB Refractories India Private Limited (‘GSB India’ or ‘the T ransferor Comp any 2’)

1. GSB Refractories India Private Limited (CIN: U26916TN2011PTC134454) was incorporated under the Companies Act, 1956,in the State of Chhattisgarh, in the name and style of “GSB Refractories India Private Limited” on March 11, 2011. Till the dateof dispatch of this notice, there has been no change in the name of the Transferor Company 2. PAN of the TransferorCompany 2 is AAECG2220P. The Transferor Company 2 is a private limited company.

2. The Registered Office of the Transferor Company 2 is presently situated at Dalmiapuram, Dist. Tiruchirappalli, Tamil Nadu-621651. It was shifted from 1174/1 & 1174/2, Joratarai Industrial Area, P.O. Mangata District, Rajnandgaon, Chhattisgarh -491441 to present address vide Special Resolution dated November 20, 2019, and which was approved by the jurisdictionalRegistrar of Companies, which had issued the fresh certificate of incorporation dated February 14, 2020 upon change ofaddress.

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3. The email address of the Transferor Company 2 is [email protected].

4. The authorised, issued, subscribed and paid-up share capital of the Transferor Company 2 as on March 31, 2020 is asfollows:

Share Capital Amount in INR (In crores)

Authorised Share Capital


Total 5.00

Issued, subscribed and fully paid-up Share Capital


Total 0.84

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in the authorised,issued, subscribed and fully paid up share capital of the Transferor Company 2.

5. The equity shares of the Transferor Company 2 are not listed on any stock exchange.

6. The main objects of the Transferor Company 2 are set out in the Memorandum of Association. They are briefly as under: -

III (A) The Main Objects of the Company to be pursued on its incorporation are:-

1. To manufacture, produce, purchase, sell, import, export, act as dealers, distributors, and deal in acidic, basic andnatural refractories ceramic and all chemical formulation of organic and inorganic nature and categories and all byproducts and allied products.

2. To manufacture, produce, store, sell, import, export all types of pre-cast shapes such as monolithic lances, RHDegasser snorkels, Slag skimmers, nozzles, slide gate products used in metallurgical, cement and glass industriesincluding foundries.

3. To manufacture, produce, store, sell, import, export all types of steel and metallic construction required for producingthe refractory products, Magnesia carbon bonded bricks, magnesia chrome bricks, Magnesite bricks, high aluminabricks, fireclay bricks, silica bricks and zirconia bricks, ceramic fibres and insulating bricks,

4. To represent, import, sell, export, machines, consumable parts, required for the metallurgical, refractory and ceramicindustry.

5. To provide consultancy services, advices about the manufacture, technical, managerial and marketing to the refractoryand allied industries.

7. There has been no change in the main objects of the Transferor Company 2 during last 5 years.

8. The Transferor Company 2 is engaged in the business of manufacturing of all types of pre-cast shapes like lances, snorkelsand other refractory items.

C. Dalmia Bharat Refractories Limited (‘DBRL ’ or ‘the T ransferee Comp any’)

1. Dalmia Bharat Refractories Limited (CIN: U26100TN2006PLC061254) was incorporated on 4th October, 2006, under theCompanies Act, 1956, in the State of Tamil Nadu under the name and style of Sri Dhandauthapani Mines and Minerals Limited.Thereafter, with effect from 27th December, 2019, the name of the Transferee Company was changed to “Dalmia BharatRefractories Limited”. Till the date of dispatch of this Notice, there has been no further change in the name of the TransfereeCompany. PAN of the Transferee Company is AAKCS3708G. The Transferee Company is a public limited company.

2. The Registered Office of the Transferee Company is presently situated at Dalmiapuram, Dist. Tiruchirappalli, Tamil Nadu-621651. There has been no change in the Registered Office of the Transferee Company in the last 5 years.

3. The email address of the Transferee Company is [email protected].

4. The authorised, issued, subscribed and fully paid-up share capital of the Transferee Company as on March 31, 2020 isas under:

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4,00,00,000 equity shares of Rs. 10/- each 40.00

Total 40.00


70,000 Equity Shares of Rs. 10/- each 0.07

Total 0.07

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in theauthorised, issued, subscribed and fully paid up share capital of the Transferee Company.

5. The equity shares of the Transferee Company are not listed on any stock exchange.

6. The main objects of the Transferee Company are set out in the Memorandum of Association. They are briefly as under:-

(A) The main objects to be pursued by the Company on its incorporation are:

1. To carry on the business of produces, miners, manufacturers and to search for, crush, win, quarry, raise, reduce,smelt, calcine, refine, dress, amalgamate, manipulate, process, make merchantable, sell, export or otherwise dealin cement and refractory material such as limestone, gypsum, fireclay, china clay, bauxite, kaolin, silliminite, kyanite,magnesite, feldspar, calcite, quartz, zircon, stone, soap stone, steatite, dolomite, prophylite and other products andby- products of any or every of the aforesaid and generally to carry on the business of mining operations and to buy,sell, manufacture and deal in plant and machinery capable of being used in connection with the aforesaid or in all itsbranches or allied activities.

2. To purchase or otherwise acquire or take on lease for exploration or dealing in or working of or for mining any land,mining undertaking, mines, quarries, wells, tanks, ponds, river, river bed or sea.

3. To carry on the business of manufacturers, producers, processors, importers, exporters, buyers, sellers, applicationservice provider, dealers, agents, distributors, suppliers, commission agents etc. of all types of refractory materialand other allied products, by-products and substitutes for all any of them or any other material or ingredients of anyother kind used or that could be connected with refractories and to carry out research and development of refractoriesand to treat and utilize any waste arising from any such manufacture, production or process whether carried on bythe Company or otherwise and to carry out research and development of refractory products and also to buy, sell,manufacture, assemble, import, export or otherwise deal in all kinds of equiment’s, tools, components, plant andmachinery etc. capable of being used in connection with the manufacture and application of refractories of all kindsor in all its branches and allied activities.

4. To carry on the business of mining operations and to explore, prospect, take on lease or on royalty basis or otherwiseacquire mines, mining rights and lands or any interest therein and to quarry, mine, dress, reduce, draw, extract, purify,calcite, smelt, refine, manufacture, process, purchase or otherwise acquire, sell or otherwise dispose of or deal in allgrades, types, qualities and descriptions of iron ore, rutile ore, tungsten ore, wolframite ore, molybdenum ore, copper ore,bauxite, nickel ore, cobalt ore, quartz, fluorspar, limestone, dolomite, magnesite, coal, graphite, fire clay, china clay,kyanite, sillimanite, stone, bricks, crick earth and other refractory materials etc.

5. a) To carry on the business of rendering advisory, consultancy and management services, within India and across theworld, in all fields and matters including in relation to administration, general, secretarial, business management,human resource, marketing, taxation, accountancy and cost accounting, data processing, other technical or non-technical services, procurement of material, machineries or any other items or things, commencement or expansionof industry and business of any kind and of institutions, concerns, bodies, entities, associations whether registeredor not, departments and services of Government, public or local authorities, firms, trusts, societies, non-governmentorganizations, etc.

b) To act as consulting engineers, designers, surveyors, valuers, planners, supervisors, inspectors, service organizationor bureau and maritime management consultant for providing advice and services for any type of manufacturing orindustrial concern and all types of operations and to provide technical know-how and render complete comprehensiveservice and industrial technique of factories, foundries, buildings, canals, rivers, harbours, warehouses, etc, andother works.

7. Clauses 3, 4, 5(a) and 5(b) were added to the main objects of the Transferee Company vide Special Resolution passed bythe shareholders of the Transferee Company in the Extra Ordinary General Meeting held on October 11, 2019. Except for theabove, there has been no change in the main objects of the Transferee Company during last 5 years.

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8. Pursuant to the Scheme of Arrangement between Dalmia Cement (Bharat) Limited and Dalmia Bharat Refractories Limited(formerly known as Sri Dhanduathapani Mines and Minerals Limited) and their respective shareholders and creditors (‘Scheme1’), the refractory business of Dalmia Cement (Bharat) Limited will be transferred to Transferee Company in the manner andon terms set out in Scheme 1. The Appointed Date for Scheme 1 is April 1, 2019. Scheme 1 has been approved by therespective Board of Directors on November 14, 2019 and will become effective on receipt of necessary regulatory approvals asmentioned therein. On approval of Scheme 1, the Transferee Company would be deemed to have been engaged in themanufacture and sale of refractories, refractory materials and products from the Appointed Date.

7. BACKGROUND OF THE COMPANY INDIRECTLY INVOLVED IN THE SCHEME IS AS UNDER:

A. Dalmia Cement (Bharat) Limited (‘DCBL ’ or ‘the Indirect Applicant Comp any)

1. Dalmia Cement (Bharat) Limited (CIN: U65191TN1996PLC035963) was incorporated on 4th July, 1996, under theCompanies Act, 1956, in the State of Tamil Nadu under the name and style of Avnija Finance Limited. Thereafter, with effectfrom 17th July, 2003, the name of the Indirect Applicant Company was changed to “Avnija Properties Limited”. Thereafter, witheffect from 31st December, 2010, the name of the Indirect Applicant Company was changed to “Dalmia Cement (Bharat)Limited”. Till the date of dispatch of this Notice, there has been no further change in the name of the Indirect Applicant Company.PAN of the Indirect Applicant Company is AADCA9414C. The Indirect Applicant Company is a public limited company.

2. The Registered Office of the Indirect Applicant Company is presently situated at Dalmiapuram, Dist. Tiruchirappalli, TamilNadu- 621651. There has been no change in the registered office of the Indirect Applicant Company in the last 5 years.

3. The email address of the Indirect Applicant Company is [email protected] / [email protected].

4. The authorised, issued, subscribed and paid-up share capital of the Indirect Applicant Company as on March 31, 2020 isas follows:



38,53,50,000 Equity Shares of Rs. 10/- each 385.35

3,00,00,000 Preference Shares of Rs. 100/- each 300.00

72,30,00,000 Unclassified Shares of Rs. 10/- each 723.00

Total 1408.35


31,40,45,267 Equity Shares of Rs. 10/- each 314.04

Total 314.04

Subsequent to the above date, and as on the date of dispatch of this Notice, there has been no change in the authorised,issued, subscribed and fully paid up share capital of the Indirect Applicant Company.

5. The equity shares of the Indirect Applicant Company are not listed on any Stock Exchange. Non-Convertible Debentures of theIndirect Applicant Company are listed on BSE Limited and the National Stock Exchange of India Limited.

6. The main objects of the Indirect Applicant Company are set out in the Memorandum of Association. They are briefly asunder: -

III (A) The Main Objects to be pursued by the Company on its incorporation are:-

1. To carry on the business as owners, investors, dealers, agents, developers and brokers of real estate, land, buildings,estates, hereditament, factories, sheds, roads, highways, docks, bridges, canals, dams, ports, reservoirs, or any otherstructural or architectural work of any kind whatsoever, whether rural or urban, residential, commercial or industrial, forwhich purpose to acquire or purchase, take on lease or in exchange, hire or by any other means obtain ownership ofand/or options or licence over any freehold or other property of any tenure, estate or interest, or any rights, priveleges oreasements over or in respect of any property, land or building; to improve, alter, furnish, construct, promote, develop,finance or subsidise, the same and to dispose of or maintain, assist in sale of the same; to build houses, offices,factories, townships, buildings, residential, cultural, sports, recreational, commercial complexes, including restaurantsand hotels, markets or conveniences thereon and to equip the same or any part thereof with all or any amenities orconveniences, drainages, sanitation facility, electricity, air conditioning, telegraph, water, telephone and televisioninstallations and to manage and deal with the same in any manner whatsoever, and to build, take on lease and/or rent,

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purchase or acquire in any manner any apartments, houses, flats, rooms, floors or other accommodation and to let ordispose of the same on installment basis, hire purchase basis, deferred payment basis or by outright sale whether byprivate treaty or by public auction or in any other mode of disposition all or any integral part thereof.

2. To act as traders of all kinds of goods, contractors, constructors, engineers, suppliers, interior and exterior decorators,furnishers, upholsterers and agents and to undertake, execute, advice on, assess, design, draft, inspect, estimate, survey,supervise work and contracts for work of all kinds and to carry out any ancillary or other activity relating thereto and tomanufacture and deal in construction and building materials, machines and equipments and interior and exteriordecoration materials and products of all kinds and description.

3A. To carry on the business, in India or elsewhere in the world, of designing, developing, importing, procuring, selling,providing, dealing in, providing consultancy, licensing (whether ready or future delivery) and marketing (whether directlyor through third parties) information technology services, e-commerce related services, desktop system managementapplication software services, network related services, site services, information kiosk services, value added networkservices, managed operations, international procurement operations and to establish, maintain, conduct customersoftware training Centre, and programming based education centres and programmes in the field of informationtechnology and related areas.

3B. To produce, manufacture, mine, treat process, purchase, refine, prepare, import, export, sell and generally to deal in:

a. Cement, Portland cement, alumina cement, limestone, kankar and / or by products thereof and building materialsgenerally and in connection therewith to acquire, erect, construct, establish, operate and maintain cement factories,limestone quarries, workshops and other works;

b. Bricks, Tiles, Pipes, Pottery, Earthen ware, Sanitary ware, China Terracotta, Dolomite Sulpher, Pyrites, Graphite,Refractories, and Ceramic ware of all kinds.

3C. To carry on in India or elsewhere the business of, developing, constructing, establishing, commissioning, setting up,operating and maintaining electric power generating stations based on conventional resources / non-conventional resourcesby using wind, solar, water, coal, naphtha, fuel oil, furnace oil, natural gas, liquefied natural gas, biomass includingbagasse or any other carbohydrate available above the earth or from offshore or onshore site in India or outside Indiaat such voltages as required by the customers and invest in research and development of power from conventional ornon- conventional or renewable energy sources of generation and also to offer consultancy for power generation, powertransmission, distribution and power marketing to any customer.

7. Clause 3C was added to the main objects of the Indirect Applicant Company vide Special Resolution passed by the shareholdersof the Indirect Applicant Company in the Extra Ordinary General Meeting held on June 13, 2016. Except for the above, therehas been no change in the main objects of the Indirect Applicant Company during last 5 years.

8. The Indirect Applicant Company is engaged in business of manufacturing and selling of cement, refractory operations, generatingpower, maintaining and operating rail systems and solid waste management system which provide support services to thecement business.

8. BACKGROUND OF THE SCHEME

The Scheme provides for merger of DRL and GSB India into DBRL and various other matters consequential or otherwiseintegrally connected therewith, with effect from the Appointed Date or such other date as may be approved by the NCLT or anyother competent authority, in accordance with the terms of the Scheme.

9. RATIONALE OF THE SCHEME

This Scheme involves merger of DRL and GSB India into DBRL. The objective of this Scheme is to consolidate therefractory business of DBRL, DRL and GSB India into DBRL in a manner which will enable creation of a consolidatedrefractory business of considerable size thereby leading to economies of scale and enhancement of value for all theinvolved companies, their respective shareholders and stakeholders. The rationale for the Scheme is set out below:

A. The Scheme will result in financial resources as well as managerial, technical, distribution and marketing resourcesof DBRL, DRL and GSB India being efficiently pooled, leading to a centralized and more efficient management of funds,greater economies of scale and a bigger and stronger resource base for future growth of the refractory business, whichare presently divided and are getting dissipated amongst different companies.

B. The Scheme will result in consolidation of the refractory business of DBRL, DRL and GSB India thereby resulting inexpansion and creation of a consolidated refractory business of considerable size.

C. The Scheme will result in simplification of the corporate structure with one listed company controlling the entirerefractory business.

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D. Synergies arising out of consolidation of the refractory business through the Scheme will lead to: (i) alignment ofinterest of all shareholders and stakeholders, (ii) improved earnings and cash flow of DBRL as the resultant company,and (iii) improved alignments of future debt repayments with improved and unfettered cash flow generated by theconsolidated business.

E. DBRL, being the consolidated entity will facilitate fund raising (both debt and equity) due to its enlarged net worth baseand increased business capability to offer a wider portfolio of products and services to its customers by virtue of itsdiversified businesses, enlarged resource base and deeper client relationships, thus improving its ability to effectivelyexploit the growing market potential and enhanced business prospects.

F. The Scheme would make it easier to address needs of customers by providing them uniform products and serviceexperience, on-time supplies, improved service levels thereby improving customer satisfaction.

G. Thus, the Scheme, as envisaged, would enable seamless access to strong business relationships, closer and betterfocused attention being given to the refractory business which would get integrated, aligned and streamlined, leadingto achievement of their full business and growth potential.

10. SALIENT FEATURES OF THE SCHEME

Salient features of the Scheme are set out as below:

i. This Scheme is presented under section 230-232 and other applicable provisions of the Companies Act, 2013 (asdefined hereinafter) for merger of DRL and GSB India into DBRL.

ii. DRL, GSB India and DBRL shall file petition under Section 230 read with Section 232 of the Companies Act, 2013 andother applicable provisions of the Companies Act, 2013 with the Chennai Bench of the NCLT for sanction of thisScheme and all matters ancillary or incidental thereto.

iii. “Appointed Date” for the Scheme is 1st April, 2020 or such other date as may be fixed or approved by NCLT or such othercompetent authority.

iv. “Effective Date” shall mean the last of the dates on which all the conditions and matters referred to in Clause 46 of theScheme have been fulfilled or are waived by the Board of DRL, GSB India and DBRL.

v. Consideration to be discharged pursuant to the Scheme:

a. Merger of DRL into DBRL

Upon coming into effect of the Scheme and in consideration for amalgamation of DRL with DBRL, DBRL shall,without any further application or deed, issue and allot equity shares of face value INR 10/- each at a premiumof Rs. 180.6/- each, credited as fully paid up, to all the shareholders of DRL or to their respective heirs, executors,administrators or other legal representatives or the successors in title, as the case may be, whose namesappear in the register of members of DRL as on the Record Date in the following proportion:

“768 (Seven Hundred and Sixty Eight) Equity Shares of the Face Value of INR 10/- each of Transferee Company,credited as fully paid-up, shall be issued and allotted for every 100 (One Hundred) Equity Shares of the FaceValue of INR 10/- each held in Transferor Company 1 (“Fair Share Exchange Ratio”)”

b. Merger of GSB India into DBRL

No consideration will be issued.

vi. Costs, charges and expenses

Up to the Appointed Date, each company (i.e DRL, GSB India and DBRL) shall bear its own past and present costs,charges, taxes including duties, levies and all other expenses incurred or to be incurred in carrying out and implementingthis Scheme or implementation thereof and matters incidental thereto.

Thereafter, all future costs, charges, taxes including duties, levies and all other expenses, if any (save as expresslyagreed otherwise) arising out of or incurred in carrying out and implementing this Scheme or implementation thereofand matters incidental thereto, shall be borne by DBRL.

vii. The Scheme is conditional upon and subject to the following:

a. Effective Date of Scheme 1 having occurred;

b. The Scheme being sanctioned by the jurisdictional Hon’ble NCLT or any other authority under Sections 230-232 of the Act;

c. Approval of any Governmental Authority, as may be required, for transfer of mining lease and/or prospectivemining lease to DBRL unless the same has no significant financial or other material adverse impact in viewof the Board on DBRL;

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d. Requisite approval of the public shareholders of DRL to the Scheme shall be obtained by way of e-voting interms of para I(A)(9)(a) of Annexure I of SEBI Circular dated March 10, 2017; provided that the said resolutionshall be acted upon only if the votes cast by the public shareholders of DRL in favour of the Scheme are morethan the votes cast by the public shareholders of DRL against the Scheme;

e. Certified copy of the Order of the jurisdictional Hon’ble NCLT sanctioning the Scheme being filed with theRegistrar of Companies by DRL, GSB India and DBRL.

f. Notwithstanding anything contained in sub clause (a) to sub clause (e) above, the Board of DRL, GSB Indiaand DBRL in their discretion, may decide to waive any of the conditions mentioned above, to the extent legallypermissible.

viii. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled andbe of no effect and shall be null and void.

The features set out above are only the salient features of the Scheme. The Scheme shall be treated as a part and parcel of thisExplanatory Statement. The equity shareholders are requested to read the entire text of the Scheme to get themselves fullyacquainted with the provisions thereof.

11. CAPITAL STRUCTURE PRE AND POST SCHEME

Pre-Scheme and Post-Scheme capital structure of the companies involved in the Scheme directly and indirectly is given below:

DRL:

i. The pre-Scheme capital structure of DRL is mentioned in paragraph 6(A)(4) above.

ii. Post the Scheme, DRL will be dissolved without being wound up. On and from the Effective Date, the name of DRL shallbe struck off from the records of the Registrar of Companies.

GSB India:

i. The pre-Scheme capital structure of GSB India is mentioned in paragraph 6(B)(4) above.

ii. Post the Scheme, GSB India will be dissolved without being wound up. On and from the Effective Date, the name of GSBIndia shall be struck off from the records of the Registrar of Companies.

DBRL:

i. The pre-Scheme capital structure of DBRL is mentioned in paragraph 6(C)(4) above.

ii. Post the Scheme, the capital structure of DBRL shall be as follows:

Share Capit al Amount in INR (In crores)

Authorised Share Capit al

4,00,00,000 equity shares of Rs. 10/- each 40.00

Total 40.00


3,11,26,939* Equity Shares of Rs. 10/- each 31.12

Total 31.12

*Indicative

DCBL:

i. The pre-Scheme capital structure of DCBL is mentioned in paragraph 7(A)(4) above.

ii. Post the Scheme, the capital structure of DCBL would continue to be the same:

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12. SHAREHOLDING PATTERN PRE AND POST SCHEME

i. The pre scheme shareholding pattern of DRL as on the date of this statement is as under:

Sr. No. Name of the Shareholder No. of Equity % of EquityShares held Shares held

Promoters:

1. Alirox Abrasives Limited 247,187 7.84

2. Valley Agro Industries Limited 5 0.00

3. Shree Nirman Limited 5 0.00

4. Himgiri Commercial Limited 5 0.00

5. Keshav Power Limited 5 0.00

6. Akhyar Estate Holdings Private Limited 14,46,840 45.90

7. Garvita Solution Services and Holdings Private Limited 3,49,530 11.09

Total promoter holding (A) 20,43,577 64.83

Public shareholders’ holding (B) 11,08,507 35.17

Total (A+B) 31,52,084 100.00

Post coming into effect of this Scheme, DRL shall be dissolved without being wound up. On and from the Effective Date,the name of DRL shall be struck off from the records of the Registrar of Companies.

ii. The pre scheme shareholding pattern of GSB India as on the date of this statement is as under:

Sr. No. Name of the Shareholder No. of Equity % of EquityShares held Shares held

1. Dalmia Refractories Limited 3,50,211 41.81

2. Dalmia GSB Refractories GmbH 4,87,476 58.19

Total 8,37,687 100.00Post coming into effect of this Scheme, GSB India shall be dissolved without being wound up. On and from the EffectiveDate, the name of GSB India shall be struck off from the records of the Registrar of Companies.

iii. The pre scheme and indicative post Scheme shareholding pattern of DBRL as on the date of this statement is as under:

Sr. Name of the Shareholder Pre-Scheme as on the date Indicative Post-SchemeNo. of this statement as on the date of this

statement (post giving effect toScheme 1 and this Scheme)

No. of % of equity No. of % of equityshares shares held shares shares held

1. Dalmia Cement (Bharat) Limited 69,984 99.99 69,18,910 22.23

2. A. Jayaseelan jointly 1 0.00 1 0.00with Dalmia Cement (Bharat) Limited

3. M. Desingu jointly with 1 0.00 1 0.00Dalmia Cement (Bharat) Limited

4. K. Kalyanaraman jointlywith Dalmia Cement (Bharat) Limited 1 0.00 1 0.00

5. N. Santhanam jointly withDalmia Cement (Bharat) Limited 1 0.00 1 0.00

6. M. Ganeshan jointly withDalmia Cement (Bharat) Limited 1 0.00 1 0.00

7. R. Gururajan jointly withDalmia Cement (Bharat) Limited 1 0.00 1 0.00

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8. Alirox Abrasives Limited - - 18,98,397 6.10

9. Valley Agro Industries Limited - - 39 0.00

10. Shree Nirman Limited - - 39 0.00

11. Himgiri Commercial Limited - - 39 0.00

12. Keshav Power Limited - - 39 0.00

13. Akhyar Estate Holdings Private Limited - - 1,11,11,732 35.70

14. Garvita Solution Services and

Holdings Private Limited - - 26,84,391 8.62

15. Public shareholders 10 0.01 85,13,337 27.35

Total 70,000 100 3,11,26,939 100

IV. The Pre and Post scheme shareholding pattern of the Indirect Applicant Company as on the date of this statement is asunder:

Sr. Name of the Shareholder No. of Equity % of Equity

No. Shares held Shares held

1. Dalmia Bharat Limited 31,40,45,261 100.00

2. K. Kalyanaraman & Dalmia Bharat Limited 1 0.00

3. M. Ganesan & Dalmia Bharat Limited 1 0.00

4. A.Jayaseelan & Dalmia Bharat Limited 1 0.00

5. M. Desingu & Dalmia Bharat Limited 1 0.00

6. R. Gururajan & Dalmia Bharat Limited 1 0.00

7. L.V. Ganapathiraman & Dalmia Bharat Limited 1 0.00

Total 31,40,45,267 100.00

13. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Save as otherwise provided in the Scheme, the Directors and Key Managerial Personnel (KMP) and their respectiverelatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding intheir respective Companies, or to the extent the said Directors / KMP are the partners, Directors, Members of theCompanies, firms, association of persons, bodies corporate that hold shares in any of the Companies. Save asaforesaid, none of the Directors, Managing Director or the Manager or KMP of DRL, GSB India, DBRL and the IndirectApplicant Company have any material interest in the Scheme.

ii. The details of the present Directors and KMPs of DRL and their respective shareholdings in DRL, GSB India, DBRL, andthe Indirect Applicant Company as on the date of this statement are as follows:

Sr. Name Designation Equity Equity Equity EquityNo shares shares shares shares

held in held in held in held inDRL GSB DBRL Indirect

India ApplicantCompany

1. Deepak Thombre Director Nil Nil Nil Nil(DIN: 02421599)

2. C. Nagaratnam Director 40 Nil Nil Nil(DIN: 00266838)

3. Leena Rawal Director Nil Nil Nil Nil(DIN:03575675)

4. Sameer Nagpal Managing Nil * Nil Nil Nil(DIN:06599230) Director

5. Manoj Kumar Rathi KMP Nil Nil Nil Nil(PAN:ADCPR5188H)

6. Akansha Jain KMP Nil Nil Nil Nil(PAN: AZXPJ2573R)

* Sameer Nagpal has been granted 1,65,000 ESOPs convertible into 1,65,000 equity shares of DRL as per the‘DRL ESOP 2018’ Scheme. Out of the above, 49,500 ESOPs have been vested but not exercised.

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iii. There are no KMPs in GSB India. The details of the present Directors of GSB India and their respective shareholdingsin GSB India, DRL, DBRL and the Indirect Applicant Company as on the date of this statement are as follows:

Sr. Name Designation Equity Equity Equity EquityNo. shares shares shares shares

held in held in held in held inGSB DRL DBRL IndirectIndia Applicant

Company

1. Chandra Narain Director Nil 65 Nil NilMaheshwari(DIN: 00125680)

2. Manoj Kumar Rathi Director Nil Nil Nil Nil(DIN:08348154)

3. Bijay Kumar Agrawal Additional Nil Nil Nil Nil(DIN: 07815618) Director

iv. There are no KMPs in DBRL. The details of the present Directors of DBRL and their respective shareholdings in DBRL,DRL, GSB India and the Indirect Applicant Company as on the date of this statement are as follows:

Sr. Name Designation Equity Equity Equity EquityNo. shares shares shares shares

held in held in held in held inDBRL DRL GSB Indirect

India ApplicantCompany

1. Sameer Nagpal Director Nil Nil* Nil Nil(DIN: 06599230)

2. Rachna Goria Director Nil Nil Nil Nil(DIN: 07148351)

3. Bijay Kumar Agrawal Director Nil Nil Nil Nil(DIN: 07815618)

* Sameer Nagpal has been granted 1,65,000 ESOPs convertible into 1,65,000 equity shares of DRL as per the 'DRLESOP 2018' Scheme. Out of the above, 49,500 ESOPs have been vested but not exercised.

v. The details of the present Directors and KMP of the Indirect Applicant Company and their respective shareholdings inthe Indirect Applicant Company, DRL, GSB India, DBRL and Dalmia OCL as on the date of this statement are as follows:

Sr. Name Designation Equity Equity Equity Equityshares shares shares sharesheld in held in held in held inIndirect DRL GSB DBRL

Applicant IndiaCompany

1. Gautam Dalmia Director Nil Nil Nil Nil(DIN: 00009758)

2. Venkatesan Thyagarajan Director Nil Nil Nil Nil(DIN: 00124050)

3. Mahendra Singhi Director Nil Nil Nil Nil(DIN: 00243835)

4. Paul Heinz Hugentobler Director Nil Nil Nil Nil(DIN: 00452691)

5. Ghyanendra Nath Bajpai Director Nil Nil Nil Nil(DIN: 00946138)

6. Sudha Pillai Director Nil Nil Nil Nil(DIN: 02263950)

7. Manisha Bansal KMP Nil Nil Nil Nil(PAN: AQJPB3538K)

8. Dharmender Tuteja KMP Nil Nil Nil Nil(PAN: AAAPT1087C)

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14. RELATIONSHIP BETWEEN THE COMPANIES INVOLVED DIRECTLY AND INDIRECTLY IN THE SCHEMEGSB INDIA

DRL, directly and indirectly (through Dalmia GSB Refractories GmbH) holds 100% of the issued, subscribed and paidup equity share capital of GSB India.

DBRL

The Indirect Applicant Company holds 99.99% of the issued, subscribed and paid up equity share capital of DBRL.

15. DETAILS OF DEBT RESTRUCTURING

There shall be no debt restructuring of DRL, GSB India, DBRL or the Indirect Applicant Company pursuant to theScheme.

16. GENERAL

i. DRL, GSB India, DBRL and the Indirect Applicant Company have filed a joint company application before theChennai Bench of the NCLT seeking requisite directions in connection with the Scheme under Section 230 -Section 232 of the Companies Act, 2013. However, NCLT in its Orders has held that there is no need to convenethe Meeting of Stakeholders of Indirect Applicant Company.

ii. The amount due to the unsecured creditors by DRL as on September 30, 2020 is INR 65.15 crs.

iii. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, non-promoter members,depositors, secured / unsecured creditors, debenture holders, deposit trustee, debenture trustee, and employeesof DRL, GSB India, DBRL and the Indirect Applicant Company wherever relevant.

iv. None of Directors and KMP of DRL, GSB India, DBRL and the Indirect Applicant Company or their respectiverelatives are in any way connected or interested in the aforesaid resolution except to the extent of their shareholdingin respective Companies.

v. There are no winding up proceedings pending against DRL, GSB India, DBRL and the Indirect Applicant Companyas of date.

vi. No investigation proceedings are pending under the provisions of Companies Act 2013 / 1956 in respect of DRL,GSB India and DBRL. Certain information/ documents have been sought for by SFIO from DCBL, the IndirectApplicant Company which have been / are being provided.

vii. A copy of the Scheme has been filed with Registrar of Companies, Chennai by DRL as on April 17, 2020.

viii. DRL, GSB India and DBRL are required to send individual notice(s) to certain regulatory and governmentalauthorities including Ministry of Corporate Affairs, the Registrar of Companies, Regional Director, Official Liquidator(only in case of DRL and GSB India), Income Tax, SEBI (only in case of DRL), Metropolitan Stock Exchange of IndiaLimited (only in case of DRL), Calcutta Stock Exchange Limited (only in case of DRL) and the same are beingsent.

ix. Names and addresses of the directors and promoters of DRL are as under:

Details of Directors

Sr. No Name of Director Address

1. Deepak Thombre Titanium Park, Building A, Flat No. 604, Park Street, Wakad, Pune-57

(DIN: 02421599)

2. C. Nagaratnam 5/1209 Vijytha Colony, Nandavanapatti (near Karur Bye pass road),

(DIN: 00266838) Dindigul 624001

3. Leena Rawal G-172, Dilshad Garden, New Delhi-110095

(DIN: 03575675)

4. Sameer Nagpal House No. 104, Tower 3, The Palms, South City-1, Gurgaon-122001.

(DIN:06599230)

Details of Promoters

Sr. No Name of Promoter Address

1. Jai Hari Dalmia No.1, Tees January Marg, New Delhi - 110011

2. Yadu Hari Dalmia 18, Golf Links, New Delhi - 110003

19

x. Names and addresses of the directors and promoters of GSB India are as under:



1. Chandra Narain 84B/ GH - 10, Sunder Apartments, Paschim Vihar New Delhi-110087Maheshwari(DIN: 00125680)

2. Manoj Kumar Rathi Flat No 1142, ATS Village, Sector 93A, Noida, Gautam Buddha Nagar-201304,

(DIN:08348154) Uttar Pradesh

3. Bijay Kumar Agrawal 305, Ganpati Height, Prem Nagar, Farrukhnagar, Gurgaon, Haryana -122001(DIN: 07815618)



1. Dalmia Refractories Dalmiapuram, P.O. Kallakudi, Dist. Tiruchirappalli, Tamil Nadu - 621651Limited

2. Dalmia GSB Flottmannstraße 57, 44807 BochumRefractories GmbH

xi. Names and addresses of the directors and promoters of DBRL are as under:



1. Sameer Nagpal Flat No. 104, Tower-3, The Palms South City-1, Gurgaon- 122001(DIN: 06599230)

2. Rachna Goria B-81, Gautam Buddha Nagar, Sector -23, Noida 201301, Uttar Pradesh.(DIN: 07148351)

3. Bijay Kumar Agrawal 305, Ganpati Height, Prem Nagar, Farrukhnagar, Gurgaon, Haryana -122001(DIN: 07815618)



1. Dalmia Cement Dalmiapuram, Lalgudi Taluka, Dist. Tiruchirappalli, Tamil Nadu - 621651(Bharat) Limited

xii. Names and addresses of the directors and promoters of the Indirect Applicant Company are as under:



1. Gautam Dalmia No. 1, Tees January Marg, New Delhi, 110011(DIN: 00009758)

2. Venkatesan Thyagarajan "Rajendra", 4th Floor, No. 1, 2nd Street, Prithvi Avenue, Abiramapuram,(DIN: 00124050) Chennai-600018

3. Mahendra Singhi B-36, Malcha Marg, New Delhi - 110021(DIN: 00243835)

4. Paul Heinz Hugentobler Eschenweg 10, CH-8645, Jona(DIN: 00452691)

5. Ghyanendra Nath Bajpai 131, Shaan Apartments, K.D. Marg, Prabhadevi, Mumbai, 400028, Maharashtra(DIN: 00946138)

6. Sudha Pillai D-241, Sarvodaya Enclave, 2nd Floor, New Delhi-110017(DIN: 02263950)



1. Dalmia Bharat Limited Dalmiapuram, Lalgudi Taluka, Dist. Tiruchirappalli, Tamil Nadu - 621651

20

xiii. The Board of Directors of DRL approved the Scheme of Amalgamation and Arrangement amongst DalmiaRefractories Limited and GSB Refractories India Private Limited and Dalmia Bharat Refractories Limited (formerlyknown as Sri Dhandauthapani Mines and Minerals Limited) and Dalmia OCL Limited (formerly known as DalmiaOCL Private Limited / Ascension Commercio Private Limited) and their respective shareholders and creditors at itsmeeting held on 14th November, 2019. Details of directors of DRL who voted in favour/ against/ did not participate inthe meeting of the Board of Directors are given below:

Sr. No Name of Director Voted in favour / against / did not vote or p articip ate

1. Deepak Thombre Voted in favour(DIN: 02421599)

2. C. Nagaratnam Voted in favour(DIN: 00266838)

3. M.K. Doogar Voted in favour(DIN:00319034)

4. Leena Rawal Voted in favour(DIN:03575675)

5. Sameer Nagpal Voted in favour(DIN:06599230)

* Has ceased to be the Director of the Company as on date.xiv. The Board of Directors of DRL approved the modification at its meeting held on 5th April, 2021. Details of directors of DRL

who voted in favour/ against/ did not participate in the meeting of the Board of Directors are given below:


1. Deepak Thombre Voted in favour(DIN: 02421599)

2. C. Nagaratnam Voted in favour(DIN: 00266838)

3. Leena Rawal Voted in favour(DIN:03575675)

4. Sameer Nagpal Voted in favour(DIN:06599230)

xv. The Board of Directors of GSB India approved the Scheme of Amalgamation and Arrangement amongst DalmiaRefractories Limited and GSB Refractories India Private Limited and Dalmia Bharat Refractories Limited (formerlyknown as Sri Dhandauthapani Mines and Minerals Limited) and Dalmia OCL Limited (formerly known as DalmiaOCL Private Limited / Ascension Commercio Private Limited) and their respective shareholders and creditors at itsmeeting held on 14th November, 2019. Details of directors of GSB India who voted in favour/ against/ did notparticipate in the meeting of the Board of Directors are given below:


1. Chandra Narain Voted in favourMaheshwari(DIN: 00125680)

2. Amit Srivastava Did not participated in the Meeting(DIN: 03375675)

3. Manoj Kumar Rathi Voted in favour(DIN:08348154)

*Has ceased to be the Director of the Company as on date.xvi. The Board of Directors of GSB India approved the modification at its meeting held on 5th April, 2021. Details of directors

of GSB India who voted in favour/ against/ did not participate in the meeting of the Board of Directors are given below:


1. Chandra Narain Voted in favourMaheshwari(DIN: 00125680)

2. Manoj Kumar Rathi Voted in favour(DIN: 08348154)

3. Rajiv Kumar Agrawal Voted in favour(DIN: 07815618)

21

xvii The Board of Directors of DBRL approved the Scheme of Amalgamation and Arrangement amongst DalmiaRefractories Limited and GSB Refractories India Private Limited and Dalmia Bharat Refractories Limited (formerlyknown as Sri Dhandauthapani Mines and Minerals Limited) and Dalmia OCL Limited (formerly known as Dalmia OCLPrivate Limited / Ascension Commercio Private Limited) and their respective shareholders and creditors at its meetingheld on 14th November, 2019. Details of directors of DBRL who voted in favour/ against/ did not participate in themeeting of the Board of Directors are given below:


1. Sameer Nagpal Voted in favour(DIN: 06599230)

2. Rachna Goria Voted in favour(DIN: 07148351)

3. Krishna Swaroop Voted in favourDGVG*(DIN: 06861407)

4. Rajesh Kumar Ghai* Voted in favour(DIN: 00006849)

* Have ceased to be the directors of the Company as on date.

xviii. The Board of Directors of DBRL approved the modification at its meeting held on 05th April, 2021. Details of directors ofDBRL who voted in favour/ against/ did not participate in the meeting of the Board of Directors are given below:


1. Sameer Nagpal Voted in favour(DIN: 06599230)

2. Rachna Goria Voted in favour(DIN: 07148351)

3. Bijay Kumar Agrawal Voted in favour(DIN: 07815618)

xix. Report dated November 14, 2019 adopted by the Board of Directors of DRL, GSB India and DBRL explaining theeffects of the Scheme on each class of its respective shareholders, key managerial persons, promoter and non-promoter shareholder, laying out in particular the share exchange ratio, as required under Section 232(2) of theCompanies Act, 2013 is attached herewith.

xx. Unaudited financial results / financial statements of DRL, GSB India and DBRL for the period ended/ as onDecember 31, 2020 are attached herewith.

xxi. Inspection of the following documents may be carried out by the equity shareholders of DRL at the registeredoffice of DRL on any working day (except Saturdays) prior to the date of the meeting between 10.00 a.m. to 5.00p.m.:

a. Copy of the Order dated April 16, 2021 and February 23, 2021 passed by the NCLT in the Company SchemeApplication No. 322 of 2020 directing the convening of the meeting of the equity shareholders of DRL;

b. Copy of Scheme of Amalgamation of Dalmia Refractories Limited and GSB Refractories India Private Limitedwith Dalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited)and their respective shareholders and creditors;

c. Copy of Scheme of Arrangement between Dalmia Cement (Bharat) Limited and Dalmia Bharat RefractoriesLimited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and their respective shareholdersand creditors;

d. Copy of Memorandum and Articles of Association of DRL, GSB India and DBRL ;

e. Copy of the Audited Financial Statements of DRL, GSB India and DBRL for financial year ended on March 31,2020;

f. Copy of the Unaudited financial results / financial statements of DRL, GSB India and DBRL for the periodended/as on December 31, 2020;

g. Copies of the resolutions passed by the Board of Directors of DRL, GSB India and DBRL approving theScheme of Amalgamation and Arrangement amongst Dalmia Refractories Limited and GSB RefractoriesIndia Private Limited and Dalmia Bharat Refractories Limited (formerly known as Sri DhandauthapaniMines and Minerals Limited) and Dalmia OCL Limited (formerly known as Dalmia OCL Private Limited/ Ascension Commercio Private Limited) and their respective shareholders and creditors;

22

h. Copies of the resolutions passed by the Board of Directors of DRL, GSB India and DBRL approvingmodification to the aforesaid Scheme;

i. Report adopted by the Board of Directors of DRL, GSB India and DBRL pursuant to provisions of section232(2)(c) of the Companies Act, 2013;

j. Copy of the Certificate dated November 14, 2019 issued by statutory auditors, Chaturvedi & Shah LLPof DRL stating that the accounting treatment proposed in the Scheme of Amalgamation and Arrangementamongst Dalmia Refractories Limited and GSB Refractories India Private Limited and Dalmia BharatRefractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and DalmiaOCL Limited (formerly known as Dalmia OCL Private Limited / Ascension Commercio Private Limited)and their respective shareholders and creditors is in conformity with accounting standards prescribedunder Section 133 of the Companies Act, 2013;

k. Copy of the Certificate dated November 14, 2019 issued by statutory auditors, Chaturvedi & Shah LLPof GSB India stating that the accounting treatment proposed in the Scheme of Amalgamation andArrangement amongst Dalmia Refractories Limited and GSB Refractories India Private Limited andDalmia Bharat Refractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited)and Dalmia OCL Limited (formerly known as Dalmia OCL Private Limited / Ascension CommercioPrivate Limited) and their respective shareholders and creditors is in conformity with accountingstandards prescribed under Section 133 of the Companies Act, 2013;

l. Copy of the Certificate dated November 14, 2019 issued by statutory auditors, Chaturvedi & Shah LLPof DBRL stating that the accounting treatment proposed in the Scheme of Amalgamation and Arrangementamongst Dalmia Refractories Limited and GSB Refractories India Private Limited and Dalmia BharatRefractories Limited (formerly known as Sri Dhandauthapani Mines and Minerals Limited) and DalmiaOCL Limited (formerly known as Dalmia OCL Private Limited / Ascension Commercio Private Limited)and their respective shareholders and creditors is in conformity with accounting standards prescribed

under Section 133 of the Companies Act, 2013;

m. Valuation report issued by Walker Chandiok & Co LLP dated November 14, 2019;

n. Valuation report issued by Incwert Advisory Private Limited dated November 14, 2019;

o. Fairness Opinion issued by IDFC Securities Limited dated November 14, 2019

p. Observation Letters received from Metropolitan Stock Exchange of India Limited and the Calcutta Stock Exchangeof India Limited dated March 11, 2020 and July 14, 2020 respectively issued to DRL;

q. Complaints report dated January 3, 2020 filed with the Metropolitan Stock Exchange of India Limited and theCalcutta Stock Exchange Limited by DRL;

r. Audit Committee Report dated November 14, 2019 of the Audit Committee of DRL recommending theScheme of Amalgamation and Arrangement amongst Dalmia Refractories Limited and GSBRefractories India Private Limited and Dalmia Bharat Refractories Limited (formerly known as SriDhandauthapani Mines and Minerals Limited) and Dalmia OCL Limited (formerly known as DalmiaOCL Private Limited / Ascension Commercio Private Limited) and their respective shareholders andcreditors;

s. Audit Committee Report dated April 05, 2021 of the Audit Committee of DRL recommending modification

to the aforesaid Scheme; and

t. All other documents displayed on the website of DRL at www.dalmiarefractories.com in terms of the SEBICircular dated March 10, 2017.

xxii. This Statement may be treated as the Explanatory statement under Section 230(3) and sections 232 and 102 ofthe Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations)Rules, 2016. A copy of the Scheme, the Explanatory Statement and the Form of Proxy may be obtained free of chargeon any working day (except Saturdays) prior to the date of the meeting, from the registered office of DRL situated atDalmiapuram, Dist. Tiruchirappalli, Tamil Nadu – 621651 or at the office of its Advocate, M/s Pawan Jhabakh, New No.115, Luz Church Road, Mylapore, Chennai - 600004.

Dated: April 19, 2021 Sd/-New Delhi Gaurav Kejriwal

Chairman appointed for the Meeting

Registered OfficeDalmiapuram, P.O. KallakudiDist. Tiruchirappalli, Tamil Nadu-621 651

Documents

DALMIA REFRACTORIES LIMITED CIN No