*In addition, as on 31st March 2023, there are 19 entities holding 17,94,632 Equity Shares (1.61%) and as on 31st March 2022, there are 20 entities holding 17,94,632 Equity Shares (1.61%) , who are constituents of the Promoter Group as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
d. Terms/ Rights attached to equity shareholders :
i) The Company has only one class of Equity Shares having a par value of Rs 5 per share. Each holder of equity shares is entitled to one vote per share held.
ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company , after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders and are subject to prefrential rights of prefrence shares (if issued)
iii) The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
e. Nature of Reserves :-
Capital Redemption Reserve:- Represents the statutory reserve created when Preference Share Capital is redeemed.
Securities Premium:- Represents the amount received in excess of Par value of Securities.
Debenture Redemption Reserve :- Represents the Statutory Reserve for Non Convertibles Debentures issued by the Company.
f. During the last five years, the Company has not issued any bonus shares nor are there any shares bought back and issued for consideration other than cash.
1 Term Loan from Bank aggregating to ' 12.35 Crore is secured by way of a First Charge on all the Immovable and Movable Fixed Assets pertaining to the Company's Cement Unit in the State of Rajasthan, ranking pari-passu with the charges created on the said Assets subject to the prior charges in favour of Banks on Specified Assets and Company's Banks for Working Capital on Specified Movables Assets. This Term Loan is repayable in 4 equal Quarterly Instalments.
2 Term Loan from a Bank of ' 6.44 Crore is secured by way of an Exclusive First Charge on Immovable & Movable Fixed Assets of the Company's Cement Grinding Unit in the State of Haryana. This Term Loan is repayable in 3 equal Quarterly Instalments.
3 Term Loan from a Bank of ' 62.81 Crore is secured by way of an Exclusive First Charge on all the Immovable and Movable Fixed Assets of the Company's Cement Grinding Unit in the State of Gujarat. This Term Loan is repayable in 11 equal quarterly instalments
4 Term Loans from Banks aggregating to ' 250.00 Crore are secured by way of a Pari Passu First Charge on all the Immovable and Movable Fixed Assets of the Company's Cement Plant in the State of Chattisgarh. These Term Loans from Banks are repayable in 10 equal Quarterly Instalments.
5 Term Loan from a Bank of ' 82.78 Crore is secured by way of an Exclusive First Charge on Movable Fixed Assets of the Company's 20 MW Thermal Power Plant at Durg, Chattisgarh. This Term Loan is repayable in 38 unequal Quarterly Instalments.
6 Term Loan from a Bank of ' 69.11 Crore is secured by way of an Exclusive First Charge on all the Immovable & Movable Fixed Assets of the Company's Cement Grinding Unit at Cuttack, Odisha. This Term Loan is repayable in 43 equal Quarterly Instalments.
7 Interest Free Loan (IFL) from The Director of Industries & Commerce, Haryana of ' 68.53 Crore granted to Company in relation to its Cement Grinding Unit at Jhajjar, Haryana, is secured by Bank Guarantee of equivalent amount and shall be repaid at the end of 5th year from the respective disbursement dates. The said IFL is recognised on amortised cost basis.
8 Foreign Currency Term Loan (ECB) from a Bank of ' 203.94 Crore are secured by way of a Pari Passu First Charge on all the Immovable and Movable Fixed Assets pertaining to the Company's Cement Unit in the State of Rajasthan subject to the prior charges in favour of Banks on Specified Assets and Company's Banks for Working Capital on Specified Movables Assets. This ECB is repayable in 7 unequal Annual Instalments commencing from 28th September 2023
9 Public Deposits represents the Deposits accepted by the Company from Public under its Fixed Deposit Scheme having maturity of 1,2 & 3 years from the date of deposits.
10 The above outstanding Term Loans are net of the Processing charges as per IND AS 109
The Company realizes that risks are inherent & integral part of any business. The primary focus is to foresee the unpredictability of financial market & seek to minimize potential adverse effect on its financial performance. The Company's activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including foreign currency risk, interest rate risk and commodity risk etc.), credit risk and liquidity risk.
44.1 Market Risk: Market risk is the risk of loss of future earnings, fair values or future cash flows that may results from change in the price of a financial instrument. The value of a financial instrument may change as result of change in the interest rates, foreign currency exchange rates, equity prices and other market changes may affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments and deposits, foreign currency receivables, payables and loans and borrowings. Market risk comprises mainly three types of risk: interest rate risk, currency risk and other price risk such as equity price risk and commodity risk.
The Company has an elaborate risk management system to inform board members about risk management and minimization procedures.
a) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company makes certain imports in foreign currency & therefore is exposed to foreign exchange risk.
The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.
Foreign Currency Sensitivity
The following table demonstrates the sensitivity to a reasonable possible change of US $ with 'all other variables held constant. The impact on the Company's profit/(loss) before tax due to changes in foreign exchange rate :
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
(c) Commodity Price Risk and Sensitivity:
The Company is exposed to the movement in price of key raw materials in domestic and international markets. The Company manages fluctuations in raw material price through hedging in the form of advance procurement when the prices are perceived to be low and also enters into advance buying contracts as strategic sourcing initiative in order to keep raw material and prices under check, cost of material is hedged to the extent possible.
44.2 Credit Risk:
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
Trade Receivables:- Customer credit risk is managed based on Company's established policy, procedures and controls. The Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and aging of trade receivables. Individual credit risk limits are set accordingly.
The credit risk from the organized and bigger buyers is reduced by securing bank guarantees/letter of credits/part advance payments/post dated cheques. The outstanding's of different parties are reviewed periodically at different level of organization. The outstanding from the trade segment is secured by two tier security - security deposit from the dealer himself, and our business associates who manage the dealers are also responsible for the outstanding from any of the dealers in their respective region. Impairment analysis is performed based on historical data at each reporting period on an individual basis. Foraging of trade receivables refer note 12
Financial Instruments and Deposits with Banks:
The Company considers factors such as track record, size of institution, market reputation and service standards to select the bank with which balances and deposits are maintained. Generally, balances are maintained with the institutions with which the Company has also availed borrowings. The Company does not maintain significant cash and deposit balances other than those required for its day to day operation.
44.3 Liquidity Risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due.
The Company relies on a mix of borrowings, and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowings facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
Maturity Profile of Financial Liabilities:
The following table provides undiscounted cash flows towards financial liabilities* into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.
Note-45 Capital Risk Management
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company's primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company's ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal structure to reduce the cost of capital.
For the purpose of the Company's capital management, capital includes issued capital, securities premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits
Fair Valuation Techniques:
The Company maintains policies and procedures to value Financial Assets & Financial Liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values:-
1. Fair Value of cash and deposits, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
2. Other non-current receivables are evaluated by the Company, based on parameters such as interest rates, individual creditworthiness of the counterparty etc. Based on this evaluation, allowances are considered to account for the expected losses of these receivables. As at end of each reporting year, the carrying amounts of such receivables, net of allowances (if any), are not materially different from their calculated fair values.
3. Fair Value of Investments in quoted Mutual Funds and Equity Shares are based on quoted market price at the reporting date. The fair value of unquoted investments in Preference Shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.
4. Fair Value of borrowings from banks and other non-current financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities.
5. The Fair Values of Derivatives are calculated using the RBI reference rate as on the reporting date as well as other variable parameters.
Fair Value Hierarchy:
The following table provides the fair value measurement hierarchy of Company's asset and liabilities, grouped into Level 1 to Level 3 as described below:
i. Level 1: Quoted prices in active markets.
ii. Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
iii. Level 3: Inputs that are not based on observable market data.
Note-47 Segment Information:
The Company is engaged primarily into manufacturing of cement. The Company has only one business segment as identified by management namely cementious materials. Segments have been identified taking into account nature of product and differential risk and returns of the segment. The business segments are reviewed by the vice chairman & managing director of the Company (Chief Operating Decision Maker).
Information about major customers
@ The Government of India has inserted a New Section 115 BAA in the Income Tax Act, 1961 which provides an option to the Company for paying Income Tax at reduced rates, subject to certain conditions. The Company is continuing to provide for Income Tax at Higher Old Rates, based on available MAT Credit Entitlement & various available exemptions / deductions. However, the Company has applied the Lower Income Tax Rates on Deferred Tax Assets / Liabilities to the extent there are expected to be realized or settled in future when the Company may be subjected to Lower Tax Rate and accordingly during the Year ended 31st March 2023, the Company has reversed the Deferred Tax Liability of ' 12.00 Crores (Previous year ' 88.60 Crores)
Note-55 In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustment, if any, will be made after the same are finally settled.
Note-56 Contingent liability for non-use of jute bags for cement packing upto June 30, 1997, as per Jute Packaging Materials (compulsory use of packaging commodities) Act, 1987 is not ascertained and the matter is subjudice. The Government has excluded cement industry from application of the said order from July 01,1997.
Note-57 Competition Commission of India (CCI) vide its order dated January 19, 2017 had imposed penalty on certain cement companies including a penalty of ^ 6.55 crore on the Company pursuant to a reference fled by the government of Haryana. The Company has fled an appeal with Competition Appellate Tribunal (COMPAT) against the said order. COMPAT has granted a stay on CCI order. After the merger of COMPAT with National Company Law Appellate Tribunal (NCLAT), the Company's case also stands transferred to NCLAT.
Although based on legal opinion, the Company believes that it has a good case but out of abundant caution the Company had been provided full amount during the earlier years.
OCI presentation of Defined Benefit plan
Gratuity is in the nature of defined benefit plan, re-measurement gains/(losses) on defined benefit plans is shown under OCI as Items that will not be reclassified to profit or loss and also the income tax effect on the same.
Presentation in Statement of Profit & Loss and Balance Sheet
Expense for service cost, net interest on net defined benefit liability (asset) is charged to statement of profit & loss. IND AS 19 does not require segregation of provision in current and non-current, however net defined liability (assets) is shown as current and non-current provision in balance sheet as per IND AS 1.
Actuarial liability for short term benefits (leave encashment cost) is shown as current and non-current provision in balance sheet. When there is surplus in defined benefit plan, company is required to measure the net defined benefit asset at the lower of; the surplus in the defined benefit plan and the assets ceiling, determined using the discount rate specified, i.e. market yield at the end of the reporting period on government bonds, this is applicable for domestic companies, foreign company can use corporate bonds rate.
The company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The mortality rates used are as published by one of the leading life insurance companies in India.
Note-63 Derivative Financial Instruments
The Company uses foreign currency denominated borrowings and foreign exchange forward contracts (including option contracts - seagull structure) to manage some of its transaction exposures. The foreign exchange forward contracts and foreign exchange option contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one to thirty six months.
Foreign Currency Risk
The Company has entered into foreign exchange forward contracts and foreign exchange option contracts with the intention to reduce the foreign exchange risk on repayment of buyer's credit and foreign currency loan, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss.
Forward & Option Contract outstanding for the purpose of hedging at the Balance Sheet Date
Note-65 The Company has given Corporate Guarantee to the Bankers of Udaipur Cement Works Limited (UCWL), a 72.54% subsidiary of the Company for collaterally securing for the following facilities granted by Banks to UCWL
(i) The Term Loans aggregating to ' 1289.79 Crore (Outstanding as on 31.3.2023 is ' 652.13 Crore) (Previous Year : ' 565 Crore - Outstanding ' 506.27 Crore) and
(ii) The Working Capital Facilities of ' 50.00 Crore (Previous Year : ' 50.00 Crore )
The Company has received a Counter Indemnity of ' 1339.79 Crore from UCWL against above Corporate Guarantee given by the Company
The Company has also given Corporate Guarantee to the Trustee of Guaranteed Rated Listed Redeemable Non Convertible Debentures of ' 350.00 Crore (Outstanding as on 31.3.2023 is ' 350.00 Crore) (Previous Year : Unlisted Redeemable Non Convertible Debentures of ' 350.00 Crore (Outstanding as on 31.3.2022 is ' 350.00 Crore)) issued on Private Placement Basis by its Subsidiary Udaipur Cement Works Ltd. (UCWL). The Company has received a Counter Indemnity of ' 350.00 Crore from UCWL against this Corporate Guarantee.
Note-66 a. Udaipur Cement Works Ltd (UCWL) (a 72.54% Subsidiary of the Company) is proposing a Rights Issue upto an amount of ' 450 Crores to part-finance its ongoing Cement Expansion Project. Apart from Subscription to its Rights Entitlement, the Company shall also be subscribing to any unsubscribed portion of the Public Shareholding of 27.46% in the Proposed Rights Issue of UCWL. Pending the launch of the Rights Issue by UCWL, the Company has given an Unsecured Loan of ' 85.40 Crores to UCWL. b. Hansdeep Industries and Trading Company Ltd,(HITCL) the wholly owned subsidiary of the company (JKLC) has been declared as Preferred Bidder for one of Limestone Block 4GIIA located at Dist. Nagaur, Rajasthan by Directorate of Mines & Geology Department, Udaipur. As per the terms of allotment the HITCL has to make total payments of ' 43.21 Crore. The HITCL has made the payment of ' 8.65 Crore upto 31st March,2023.
This Limestone Mines would be transferred by HITCL to JKLC at some stage, in future, after obtaining requisite approval from the Government of Rajasthan.
Note-67 a) Loans and Advances pursuant to regulation 23(3) read with schedule of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
An amount of ' 6.67 crore (including ' 3.33 crore receivable within one year) (previous year ' 10.00 crore) (maximum balance due ' 10.00 crore, previous year ' 13.34 crore) due from BACL and arising out of an earlier scheme of reconstruction, arrangement and demerger sanctioned by Hon'ble High Courts of Rajasthan (Jodhpur) and Delhi. (Loans / Advances to employees as per Company's policy are not considered.)
b) Loans given as per regulation 34 (3) and 53(f) read with schedule v of SEBI (LODR) regulation of listing regulation of listing regulation with stock exchanges.
Loan given to Udaipur Cement Works Limited is ' 85.40 crore (previous year ' 10 crore). Maximum balance outstanding during the year is ' 95.40 crore. ICD given to Bengal & Assam Company Limited is nil crore (previous year ' 10 crore) Maximum balance outstanding during the year is ' 10 crore (previous year ' 40 crore).
d) Details of loans given, investments made and guarantee given covered u/s 186(4) of the Companies Act 2013.
The company has given loan to Subsidiary, Udaipur Cement Works Ltd (UCWL) amounting to ' 85.40 Crore (Previous year ' 10 Crore for general business purpose) against the proposed right issue by the Udaipur Cement Works Ltd. The Company has also given Corporate guarantee of ' 1052.13 Crore to the Bank for a long term loan and working capital facility availed by its Subsidiary, Udaipur Cement Works Ltd (Previous Year ' 906.27 Crore).
Note-68 During the year the Company has received subsidy of ' 0.21 crore (previous year ' 0.21 crore) in terms of Industrial & Investment Policy, 2011 (Haryana) towards exemption from electricity duty, which been netted from power & fuel expenses.
Note-69 A. Impairment review :
Assets are tested for impairment whenever there are any internal or external indicators of impairment. Impairment test is performed at the level of each Cash Generating Unit ('CGU') or groups of CGUs within the Company at which the assets are monitored for internal management purposes, within an operating segment. The impairment assessment is based on higher of value in use and value from sale calculations. During the year, the testing did not result in any impairment in the carrying amount of other assets (except CWIP, refer note 2A). The measurement of the cash generating units' value in use is determined based on financial plans that have been used by management for internal purposes. The planning horizon reflects the assumptions for short to- mid-term market conditions
b. Provision of nil (previous year ' 64.42 crore) made for matters under sub-judice
c. Net of the Provision nil (previous year ' 75.68 crore) written back for the matters under sub-judice settled during the Year.
Note-72 Other statutory information
i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii. The Company have not traded or invested in Crypto Currency or Virtual Currency during the financial year.
iii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv. 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 company (Ultimate Beneficiaries) or
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
v. 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 Company 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
vi. The Company have no such transactions which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in Tax assessments under Income Tax Act, 1961.
vii. The quarterly Return of current assets filed by the Company with Bank having no material variances with Books of Account, through the Company has not utlised limit during the year.
Note-73 In earlier years, the Company had acquired 35% holding (at a cost of ' 2.10 crore) in M/s. Sungaze Power Private Limited (SPPL) which has set up a 6.50 MW solar Power Plant under Captive Power Plant (CPP) model at our Durg Cement Plant in the state of Chhattisgarh. The Company, as a Captive User, has no role & responsibility in the day-today management & operations of SPPL. As such, SPPL has not been considered as an Associate for consolidation purposes.
Note-74 Previous year's figures have been re-grouped/re-classified wherever necessary and figures less than ' 50000 have been shown as actual in bracket.
|