* Shares are held in the capacity of a Trustee for the shares held by the Whollyowned subsidiaries in the Trusts.
* Pursuant to the Scheme of Amalgamation between Prince Holdings (Madras) Private Limited, Anna Investments Private Limited and others (Transferor Companies) with EWS Finance & Investments Private Limited (Transferee Company) and their respective shareholders sanctioned by Hon’ble National Company Law Tribunal, Division Bench II, Chennai, vide its Order dated 08.07.2022, the equity shares of The India Cements Limited held by Prince Holdings (Madras) Private Limited (2,59,93,000 equity shares - 8.39%) & Anna Investments Private Limited (1,31,66,625 equity shares - 4.25%) (Transferor Companies) vested with EWS Finance & Investments Private Limited (Transferee Company) and accordingly, the same were transferred electronically, to the Transferee Company, in two stages (i.e. Free shares on 15.09.2022 and Pledged shares on 21.09.2022) and completed on 21.09.2022.
Terms / Rights / restrictions attached to shares:
The company has only one class of Equity share. Each share has a paid up value of '10/-. Every shareholder is entitled to one vote per share, except for the holders of Global Depository Shares, as given below:
During the year 2005-06, the company allotted 5,12,27,592 underlying equity shares of '10/- each represented by 2,56,13,796 Global Depository Shares (GDS) in the ratio of 2:1. Holders of these GDSs have no voting rights with respect to the Deposited shares.
During the previous year 2021-22, the company had declared and distributed a dividend of '1.00 per share.
During the year 2017-18, pursuant to the Scheme of Amalgamation of Trinetra Cement Limited and Trishul Concrete Products Limited (Transferor Companies) with The India Cements Limited (Transferee Company) approved by the Hon’ble National Company Law Tribunal, Division Bench, Chennai, vide its Order dated 20.04.2017, the Company has allotted, in June 2017, 9,73,544 equity shares of '10/- each fully paid-up to the eligible shareholders of Trinetra Cement Limited and erstwhile Trishul Concrete Products Limited.
Shares reserved for issue under Employee stock option scheme:
As recommended by the Compensation Committee, the Board of Directors has granted, as on 01.04.2017, 18,35,000 options to eligible employees under Employees Stock Option Scheme, 2016 (Scheme). The options granted under the Scheme got vested with the employees on 01.04.2018 and the vested options were to be exercised within one year from the date of vesting. On exercise of each option, one equity share of '10/- each fully paid-up were to be allotted at a price of ' 50/- per share, including a premium of '40/- per share.
Out of the above, 17,45,000 Stock Options were vested on 01.04.2018 and the balance 90,000 Stock Options were cancelled. During the year 2018-19, all the 17,45,000 options were exercised by the Option holders and equal number of equity shares were allotted to them. Consequently the paid up equity share capital stands at '309.90 Crores.
SECURITY CLAUSE FOR BORROWINGS
As on 31-03-2023
> Items (a) (i) 1 to 5 are secured by way of first pari passu charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6 & 19 are secured by way of first charge on the entire immovable and movable fixed assets pertaining to cement plant and Captive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Item (a) (i) 8 is secured by way of a first pari passu charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 16 & 23 are secured by way of an exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Items (a) (i) 7 & 18 are secured by way of pari passu charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 21 is secured by way of an exclusive first charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Items (a) (i) 9 & 20 are secured by way of first pari passu charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company.
> Item (a) (i) 17 is exclusive charge on land admeasuring 100.890 acres situated at Thalaiyuthu Village in Manur Taluk, Tirunelveli District, Tamil Nadu identified with certain specific survey numbers.
> Item (a) (i) 22 is secured by way of exclusive charge on the immovable & first parri passu charge on movable fixed assets of the cement grinding unit located at Vallur Village, Ponneri Taluk, Tamil Nadu.
> Item (b) The Working Capital Facilities availed by the Company, are secured by first pari passu charge on the Current Assets of the Cement Business of the Company and by second pari passu charge on the movable properties (other than Current Assets), ranking after the charges created / to be created in favour of the Term Lenders.
As on 31-03-2022
> Items (a) (i) 1 to 5 were secured by way of first pari passu charge among five Term Lenders on the immovable and movable fixed assets of Sankarnagar Cement Plant & Thermal Power Plant and Malkapur Cement Plant of the Company.
> Items (a) (i) 6,11,12 & 19 were secured by way of first charge on the entire immovable and movable fixed assets pertaining to cement plant and Captive thermal power plant at Vishnupuram on pari passu basis with ICICI Bank Term Loans.
> Items (a) (i) 8 & 15 were secured by way of a first pari passu charge on the immovable and movable fixed assets of Chilamkur Cement Plant of the Company.
> Items (a) (i) 10 & 16 were secured by way of an exclusive charge on the immovable properties of the Company being land and building situated at 142/1 (Old No.93), Santhome High Road, Chennai and further secured by the movable assets pertaining to ship / vessel MV Chennai Selvam and all the ten shares of vessel MV Chennai Selvam.
> Items (a) (i) 7 & 18 were secured by way of pari passu charge on immovable fixed assets situated at No.4/9, Boat Club Road, III Avenue, R.A. Puram, Chennai.
> Item (a) (i) 21 is secured by way of an exclusive first charge on the immovable and movable fixed assets of Sankaridurg Cement Plant of the Company.
> Items (a) (i) 9 & 20 were secured by way of first pari passu charge on both immovable and movable fixed assets of Dalavoi Cement Plant of the Company.
> Item (a) (i) 17 was exclusive charge on land admeasuring 100.890 acres situated at Thalaiyuthu Village in Manur Taluk, Tirunelveli District, Tamil Nadu identified with certain specific survey numbers.
> Items (a) (i) 13 ,14 & (b) The Working Capital Facilities availed by the Company, were secured by first pari passu charge on the Current Assets of the Cement Business of the Company and by second pari passu charge on the movable properties (other than Current Assets), ranking after the charges created / to be created in favour of the Term Lenders.
41.19 (B) Additional Regulatory information required by Schedule III of the Companies Act, 2013:
1. Details of Benami Property held:
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
2. Borrowing secured against current assets:
The Company has borrowings from consortium of banks on the basis of security of its current assets. The Company has been submitting stock, trade receivables, creditors statements and other financial information to the consortium of banks on a monthly basis as also the Quarterly Information Statements.
The statements submitted to the consortium of banks are prepared based on the books of accounts. There are certain differences due to classification of receivables and inventories as explained below.
As regards the classification differences in trade receivables, it is due to the ageing related classification of trade receivables which are secured through trade deposits are treated as current receivables eligible for drawing power. As regards the classification differences in inventories, amounts paid to the suppliers awaiting receipt of materials are also treated as inventories.
However, considering the above overall differences are not material.
3. Wilful defaulter:
The company has not been declared Willful defaulter by any bank or financial institution or government or any government authority.
5. Registration of charges:
Registration, Modification and Satisfaction of charges relating to the year under review, had been filed with the Registrar of Companies (ROC), within the prescribed time or within extended time requiring the payment of additional fees.
6. Compliance with number of layers of companies:
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
7. Compliance with approved scheme(s) of arrangements:
The group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
8. Utilization of borrowed funds and share premium:
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the group shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
9. Undisclosed income:
There is no income surrendered or disclosed as income during the current or previous financial year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
10. Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
11. Valuation of PP&E, intangible asset and investment property:
The Company has not revalued its property, plant and equipment (including right-of-use assets) during the current financial year.
41.20 Previous year's figures have been regrouped wherever necessary.
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