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Ambuja Cements Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 135212.02 Cr. P/BV 5.06 Book Value (Rs.) 121.68
52 Week High/Low (Rs.) 641/373 FV/ML 2/1 P/E(X) 52.34
Bookclosure 07/07/2023 EPS (Rs.) 11.76 Div Yield (%) 0.41
Year End :2023-03 

Note 4 - Property, plant and equipmentIncludes :

a) i) Premises in co-operative societies, on ownership basis of ' 84.50 crore (December 31, 2021 - ' 84.50 crore)

and ' 11.33 crore (December 31, 2021 - ' 9.33 crore) being accumulated depreciation thereon.

ii) ' 19.92 crore (December 31, 2021 - ' 19.92 crore) being cost of roads constructed by the Company, the ownership of which vests with goverment-local authorities and ' 17.52 crore (December 31, 2021 - ' 17.24 crore) being accumulated depreciation thereon.

b) ' 74.21 crore (December 31, 2021 - ' 73.83 crore) being cost of power lines incurred by the Company, the ownership

of which vests with state electricty boards and ' 16.38 crore (December 31, 2021 - ' 13.47 crore) being accumulated depreciation thereon.

c) Cost incurred by the Company the ownership of which vests with the state maritime boards.

d) Details of immovable properties whose title deeds are not held in the name of the Company:

Notes:

a) Costs of employee benefits (as defined in Ind AS 19 "Employee Benefits”) of project associated departments are arising directly from the construction or acquisition of the item of Property, plant and equipment.

b) Other expense are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

c) During the previous year 2021, the Company has started commercial production at its integrated plant at Marwar in Rajasthan with clinker capacity of 3.0 million ton per annum and cement grinding capacity of 1.8 million ton per annum.

Notes:

a) Denotes amount less than ' 50,000.

b) This company is under liquidation and the Company has fully provided for the investment value.

c) During the previous year, the Company has subscribed 787,500 equity shares in Avaada MHBuldhana Private Limited (Avaada) representing 0.90% holding for a total consideration of ' 0.79 crore. The Avaada has set up a solar power plant in the State of Maharashtra of which the Company's Panvel plant would be one of the consumer.

d) During the previous year, the Company has subscribed 3,075,791 equity shares in Solbridge Energy Private Limited (Solbridge) representing 7.31% holding for a total consideration of ' 3.91 crore. The Solbridge has set up a solar power plant in the State of Chhattisgarh of which the Company's Bhatapara plant would be one of the consumer.

During the fifteen months ended March 31, 2023, the Company has made payments to Mundra Petrochem Limited (MPL)

(a wholly owned subsidiary of Adani Enterprise Limited, a related party) for securing rights for raw material / fuel under

a long-term supply arrangement, amounting to Rs. 925.00 crores on an exclusive basis for its cement manufacturing unit at Mundra, which is expected to commission in Financial Year 2025-26. MPL is in the process to set up integrated coal to polyvinyl chloride unit and currently expecting to commission its plant around the same time. The Company has right to obtain the refund of the amount for non-performance of the contract, backed by an undertaking from Adani

Enterprise Limited. The said amounts will be reclassified to contract based intangible asset once requisite activities to perform the contract are concluded by the counter party. The Company has performed a detailed internal assessment of the recoverability of the said amounts and believes that the amount is fully recoverable.

a) During the year ended March 31, 2023, the Company has recognized ' (3.50) crore (December 31, 2021 - ' 23.00

crore) as an (income)/expense for the provision related to stores and spares inventory.

Provision for slow and non moving stores and spares as at March 31, 2023 is ' 124.68 crore (December 31, 2021 -' 127.92 crore).

a) These balances represent unpaid dividend liabilities of the Company and unclaimed sale proceeds of the odd lot shares belonging to the shareholders of erstwhile Ambuja Cements Rajasthan Limited (merged with the Company) not available for use by the Company.

b) These include fixed deposit with lien in favour of National Company Law Appellate Tribunal (NCLAT) ' 135.68 crore including interest (December 31, 2021 - ' 133.57 crore), (Refer Note 49(b)(i)) and other deposits amounting ' 1.19 crore (December 31, 2021 - ' 1.14 crore) given as security against bank guarantees and ' 11.00 crore (December 31, 2021 - ' 15.22 crore) given as security to regulatory authorities.

During the fifteen months ended March 31, 2023, pursuant to the share purchase agreement, the Company has sold its investment in Dang Cement Industries Private Limited (DCIPL), a subsidiary of the Company and has recognised a gain of ' 14.00 crore in Other income. Consequent to this, DCIPL ceased to be a subsidiary of the Company w.e.f. June 13, 2022.

b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of ' 2 per share. Each shareholder is entitled to one vote per equity share. 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.

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 shareholder.

f) Outstanding tradable warrants and right shares

Outstanding tradable warrants and right shares are kept in abeyance exercisable into 186,690 (December 31, 2021 - 186,690) and 139,830 (December 31, 2021 - 139,830) equity shares of ' 2 each fully paid-up respectively.

g) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date

Pursuant to the scheme of amalgamation of Holcim (India) Private Limited (HIPL) with the Company in August 2016, 58,4417,928 equity shares were allotted as fully paid up to the equity shareholders of HIPL, without payment being received in cash.

Note 23 - Capital management

a) The Company's objectives when managing capital are to maximise shareholders value through an efficient allocation of capital towards expansion of business optimisation of working capital requirements and deployment of balance surplus funds on the back of an effective portfolio management of funds within a well defined risk management framework.

b) The management of the Company reviews the capital structure of the Company on regular basis to optimise cost of capital. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

c) The Company generally meets its capital requirement through internal accruals. The borrowings as appearing in the Notes 26 and 33 represents interest free loan from state government considered as government grant. The Company is not subject to any externally imposed capital requirements.

Nature and purpose of each reserve within equity:

a) Capital reserve

This reserve has been transferred to the Company in the course of business combinations and can be utilized in accordance with the provisions of the Companies Act, 2013.

b) Securities premium

This reserve represents the premium on issue of shares and can be utilised in accordance with the provisions of the Companies Act, 2013.

c) General reserve

General Reserve is used to transfer profits from retained earnings for appropriation purposes. The amount is to be utilised inaccordance with the provision of the Companies Act, 2013.

d) Capital redemption reserve

Capital redemption reserve was created by transferring from retained earnings. During the year ended 30th June 2005, part of the amount was used for issue of bonus shares. The balance will be utilised in accordance with the provisions of the Companies Act, 2013.

e) Subsidies

These are capital subsidies received from the Government and various authorities.

f) Capital contribution from parent

Capital contribution from parent represents the fair value of the employee performance share plan. These shares are granted by the erstwhile parent company "Holcim Limited” to the employees of the Group. The share based payment reserve is used to recognise the value of equity settled Share based payments provided to executives and senior management.

g) Retained earnings

Retained earnings are the profits that Company has earned till date less transfers to general reserve dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans (net of taxes) that will not be reclassified to the Statement of Profit and Loss.

b) Remaining performance obligation :

The Company does not have any remaining performance obligation for sale of goods or services which remains unsatisfied as at March 31, 2023 or December 31, 2021. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures for contracts where the revenue recognised corresponds directly with the value to the customer of the entity's performance completed to date.

c) Disaggregation of revenue:

Refer Note 58 for disaggregated revenue information. The management determines that the segment information reported is sufficient to meet the disclosure objective with respect to disaggregation of revenue under Ind AS 115 "Revenue from contracts with customers”.

d) Accrued for the GST refund claim, under various incentive schemes of State and Central Government.

a) Corporate Social Responsibility Expenditure :

i) The Company is required to spend ' 45.57 crore (December 31, 2021'36.57 crore) towards Corporate Social Responsibility i.e. 2% of the average profits for the last three financial years, calculated as per Section 198 of the Companies Act, 2013. As approved by the Board of Directors, the Company has spent ' 73.28 crore (December 31, 2021'64.41 crore). ' 70.58 crore (December 31, 2021 - ' 62.53 crore) is included under head Corporate Social Responsibility in Other Expenses and the balance ' 2.70 crore (December 31, 2021 ' 1.87 crore) is included under various other heads of the Statement of Profit and Loss.

ii) No amount has been spent on construction / acquisition of an asset of the Company and the entire amount has been spent in cash.

Note 49- Contingent liabilities (to the extent not provided for)

' In Crore

Particulars

Brief description of contingent liabilities

As at

March 31, 2023

As at

December 31, 2021

Contingent liabilities and claims against the Company not acknowledged as debts related to various matters (Refer Note (a) below)

Competition Act, 2002

CCI matters - Refer Note (b) below

2,061.65

1,898.06

Income Tax Act, 1961

Income tax matter related to excise duty incentives - Refer Note (f) below

486.38

486.38

Stamp Duty

Stamp duty on the merger order passed by High court of Delhi of Holcim (India) Private Limited and other matters of stamp duty - Refer Note (e) below

310.34

310.34

Service tax - Finance Act, 1994

Denial of service tax credit on outward transportation of cement - Refer Note (d) below

198.88

198.66

Government incentive

Sales tax incentive - Refer Note (c) below

247.97

247.97

Customs duty - The Customs Act, 1962

Demand of differential customs duty on imported coal

42.22

42.22

Central Excise Act

Denial of modvat credit on “Iron & Steel” used for Manufacture of Capital Goods

16.81

17.82

Sales tax act/ commercial tax of various state

Disallowance of ITC on packing material and fuel, tax demand on damaged stock and others

22.32

25.24

Employees' Provident Funds And Miscellaneous Provisions Act, 1952

Provident fund disputes relating to applicability and determination of dues

79.07

25.42

Common Guidelines for Mine Developer and Operator projects (the MDO Guidelines)

Non compliance of efficiency parameters of CMDPA (Coal Mines Development & Production Agreement)

23.75

23.75

Entry Tax on stock transfer and related issues

37.50

36.77

Enhancement of land compensation and land tax related matters

31.07

29.22

Other statutes/ other claims

Cases pertaining to claims related workmen compensation

7.67

8.87

Various other cases pertaining to claims related to railway dispute, electricity tariff issue.

77.35

82.06

Total

3,642.99

3,432.79

Notes :

a) In respect of above matters, future cash outflows are determinable only on receipt of judgements / decisions pending at various forums / authorities.

b) Demand from Competition Commission of India

i) In 2012, the Competition Commission of India (CCI) had imposed a penalty of ' 1,163.91 crore on the Company, concerning alleged contravention of the provisions of the Competition Act, 2002. On Company's appeal,

Competition Appellate Tribunal (COMPAT), initially stayed the penalty and by its final order dated December 11, 2015, set aside the order of the CCI, remanding the matter back to the CCI for fresh adjudication and for passing a fresh order.

After hearing the matter afresh, the CCI had again, by its order dated August 31, 2016, imposed a penalty of ' 1,163.91 crore on the Company. The Company filed an appeal against the said Order before the COMPAT. The COMPAT, vide its interim order dated November 21, 2016 has stayed the penalty with a condition to deposit 10% of the penalty amount, in the form of fixed deposit (the said condition has been complied with)

and levy of interest of 12% p.a., in case the appeal is decided against the appellant. Meanwhile, pursuant to the notification issued by Central Government on May 26, 2017, any appeal, application or proceeding before

COMPAT is transferred to National Company Law Appellate Tribunal (NCLAT).

NCLAT, vide its Order dated July 25, 2018 dismissed the Company's appeal and upheld the CCI's order. Against this, the Company appealed to the Hon'ble Supreme Court, which by its order dated October 05, 2018 admitted the appeal and directed to continue the interim order passed by the Tribunal.

ii) In a separate matter, pursuant to a reference filed by the Director, Supplies and Disposals, Government of Haryana, the CCI by its Order dated January 19, 2017 had imposed a penalty of ' 29.84 crore on the Company. On Company's appeal, the COMPAT has stayed the operation of CCI's order. The matter is listed before NCLAT and is pending for hearing.

Based on the advice of external legal counsels, the Company believes it has good grounds on merit for a successful appeal in both the aforesaid matters. Accordingly, no provision is considered necessary and the matter has been disclosed as contingent liability along with interest of ' 867.90 crore (December 31, 2021 - ' 704.31 crore).

c) Government incentive includes :

A matter relating to 75% exemption from sales tax, granted by Government of Rajasthan. However, the eligibility of exemption in excess of 25% was contested by the State Government in a similar matter of another Company.

In year 2014, pursuant to the unfavourable decision of the Hon'ble Supreme Court in that similar matter, the sales tax department initiated proceedings for recovery of differential sales tax and interest thereon on the ground that the Company had given an undertaking to deposit the differential amount of sales tax, in case decision of the Hon'ble Supreme Court goes against in this matter.

Against the total demand of ' 247.97 crore, including interest of ' 134.45 crore (December 31, 2021 - ' 247.97 crore, including interest of ' 134.45 crore) the Company deposited ' 143.52 crore, including interest of ' 30.00

crore (December 31, 2021 - ' 143.52 crore, including interest of ' 30.00 crore) towards sales tax under protest and filed a Special Leave Petition in the Hon’ble Supreme Court with one of the grounds that the tax exemption

was availed by virtue of the order passed by the Board for Industrial & Financial Reconstruction (BIFR) during the relevant period. On Company's petition, the Hon'ble Supreme Court has granted an interim stay on the balance interest. Based on the advice of external legal counsel, the Company believes that, it has good grounds for a successful appeal. Accordingly, the amount has been disclosed as contingent liability.

d) Excise, customs and service tax includes :

A matter wherein service tax department issued show cause notices for denial of cenvat credit with regard to service tax paid on outward transportation for sale to customers on Freight On Road (F.O.R.) basis. Considering judicial precedents, Central Board of Excise and Customs (CBEC) circular and based on legal opinion, the Company has assessed the matter as possible. Accordingly, ' 198.88 crore (December 31, 2021 - ' 198.66 crore) has been disclosed as contingent liability.

e) Stamp duty includes :

A matter wherein the Collector of Stamps, Delhi vide its order dated August 07, 2014, directed erstwhile Holcim (India) Private Limited (hipl) (merged with the Company) to pay stamp duty (including penalty) of ' 287.88 crore (December 31, 2021 - ' 287.88 crore) on the merger order passed by Hon'ble High Court of Delhi. HIPL had filed

a writ petition and the Hon'ble High Court of Delhi granted an interim stay. Based on the advice of external legal counsel, the Company believes that it has good grounds for success in writ petition. Accordingly, no provision has been made in the financial statements.

f) Income tax :

The Company (ACL) was entitled to excise duty incentives. ACL has been contending that the said incentives are in the nature of capital receipts and hence not liable to income tax. However, the Income tax department had consistently denied the position and considered these incentives as a taxable receipt. Appeals were filed by ACL against the orders of the Assessing Officer which were pending before the ITAT.

In November 2022, the Company received favourable orders from ITAT. However, pending final closure of the

matter, the amount of ' 372.01 crore (December 31, 2021 - ' 372.01 crore) along with interest payable of ' 111.18 crore (December 31, 2021 - ' 111.18 crore) has been disclosed as contingent liabilities.

a) Description of plan - Holcim Performance Share Plan:

Holcim Limited, the erstwhile Ultimate Holding Company, set up a performance share plan. Performance shares are granted to executives and senior management for their contribution to the continuing success of the business. These shares will be delivered after three year vesting period following the grant date and are subject to internal performance conditions. Internal performance conditions are attached to the performance shares and are based on Group Earnings per Share (EPS) and Group Return on Invested Capital (ROIC).

b) During the year ' Nil (December 31, 2021 - 8,400) performance share at fair value of ' Nil (December 31, 2021 -' 4,426) per share were granted and ' 0.16 crore (December 31, 2021 - ' 3.83 crore) is charged to the Statement of Profit and Loss in respect of equity-based payments transactions with a corresponding credit to the capital contribution from parent under other equity.

Note 52 - Employee benefits

a) Defined contribution plans

Amount recognised and included in Note 43 "Contribution to Provident and Other Funds” (including contribution to provident fund trust referred in note (g) below) of the Statement of Profit and Loss ' 35.05 crore (December 31,

2021 - ' 28.21 crore).

b) Defined benefit plans - as per actuarial valuation

The Company has defined benefit gratuity, additional gratuity and Trust managed provident fund plan.

The gratuity and provident fund plan is in the form of a trust and it is governed by the Board of Trustees. The Board of Trustees is responsible for the administration of the plan assets including investment of the funds. The trust has developed policy guidelines for the allocation of assets to different classes with the objective of controlling risk and maintaining the right balance between risk and long-term returns in order to limit the cost to the Company of the benefits provided. To achieve this, investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.

Each year, the Board of Trustees and the Company review the level of funding. Such a review includes the asset-liability matching strategy and assessment of the investment risk. The Company decides its contribution based on the results of this annual review.

The plans in India typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

i) Investment risk : As the plan assets include significant investments in quoted debt and equity instruments, the Company is exposed to the risk of impacts arising from fluctuation in interest rates and risks associated with equity market and related impairment.

ii) Interest risk : A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.

iii) Salary risk : The present value of the defined benefit plan liability is calculated by reference to the future

salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

iv) Longevity risk : The present value of the defined benefit plan liability is calculated by reference to the best

estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

c) Summary of the components of net benefit / expense recognised in the Statement of Profit and Loss, the funded

status and amounts recognised in the Balance Sheet for the respective defined benefits plans is as under :

i) Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. These sensitivities have been calculated to show the movement i n defi n ed ben efi t ob li g ati on i n i sol ati on an d assu mi n g th ere are n o ch an ges i n market con di ti o n s at th e reporting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analysis.

ii) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

iii) The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

iv) Basis used to determine expected rate of return on assets.

The Company has considered the current level of returns declared by LIC, to develop the expected long-term return on assets for funded plan of gratuity.

v) In the absence of detailed information regarding plan assets which is funded with LIC the composition of each major category of plan assets the percentage or amount for each category to the fair value of plan assets has not been disclosed.

f) Provident Fund managed by a trust set up by the Company

Provident Fund for certain eligible employees is managed by the Company through a trust "Ambuja Cements Staff Provident Fund Trust”, in line with the Provident Fund and Miscellaneous Provisions Act, 1952. The plan guarantees interest at the rate notified by the Provident Fund Authorities. The contribution by the employer and

employee together with the interest accumulated thereon are payable to employees at the time of separation from the Company or retirement, whichever is earlier. The benefits vests immediately on rendering of the services by the employee.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate.

i) The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation recognised in the Balance Sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year.

ii) The Company expects to contribute ' 4.50 crore to the trust managed Provident Fund in next year.

Note 53 - Leases

A) Disclosure as per Ind AS 116:

a) Company as lessee

The Company's lease asset classes primarily consist of leases for godowns, flats, land, Plant and equipment, office premises and other premises. The Company also has ships under the leasing arrangement.

a) Does not include provision towards gratuity and leave encashment which is provided based on actuarial valuation on an overall Company basis.

b) Remuneration includes performance incentive paid in respective year which is related to the performance of preceding year except to the extent of performance incentive to Mr. Neeraj Akhoury, MD and CEO being paid

every six months as per agreement.

c) During the period ended March 31, 2023, the Company has contributed ' 63.62 crore (previous year -' 47.70 crore) to Ambuja Cement Foundation, ' 3.75 crore (December 31, 2021 - ' 5.98 crore) to Ambuja Vidya

Niketan Trust, ' 3.81 crore (December 31, 2021 - ' 3.70 crore) to Ambuja Hospital Trust towards Corporate social responsibility obligations.

d) Contribution to Ambuja Cements Limited Staff Provident Fund Trust :

The Company is required to contribute a specified percentage of the employee compensation for eligible employees towards provident fund. The Company makes monthly contribution to a trust specified for this purpose. During the fifteen months ended 31st March 2023, the Company has contributed ' 9.48 crore (December 31, 2021 - ' 5.79 crore). Refer Note - 52 for fair value as at current and previous year end.

e) Contribution to Ambuja Cements Limited Employees Gratuity Fund Trust :

The Company maintains gratuity trust for the purpose of administering the gratuity payment to its employees. During the period ended March 31, 2023, the Company has contributed nil (December 31, 2021 - ' 5.00

crore).Refer Note - 52 for fair value as at current and previous year end.

f) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. The Company has not recorded any loss allowances for trade receivables from related parties (December 31, 2021 - Nil).

g) Mr. Martin Kriegner has waived his right to receive Directors' commission and sitting fees.

h) Transaction with related parties disclosed are exclusive of applicable taxes.

i) During the year, on September 26, 2022, the Company had given a non-disposal undertaking ("NDU”) for the shares held by it in its subsidiary ACC Limited for certain financial indebtedness of the Promoter/Promoter group Companies. The said NDU was subsequently released on November 23, 2022.

j) Denotes amount less than ' 50,000.

k) For undertaking given by Adani Enterprises Limited Refer Note 13

l) Refer Note - 9 for detail of investments in subsidiaries, associates and joint ventures.

C) Fair value measurements

The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:

a) Level 1

This level includes those financial instruments which are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities.

b) Level 2

This level includes financial assets and liabilities measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

c) Level 3

This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

a) There was no transfer between level 1 and level 2 fair value measurement.

b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

In the Company's opinion the carrying amount of loans, other financial assets, trade receivables, cash and cash equivalents (excluding investments in liquid mutual funds), bank balances other than cash and cash equivalents, other financial liabilities (excluding derivative financial instruments) and trade payable recognised in the financial statement approximate their fair values largely due to the short-term maturities of these instruments.

Note 57 - Financial risk management objectives and policies

The Company has a system-based approach to risk management, established policies and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks such as market risk, credit risk and liquidity risk that may arise as a consequence of its business operations as well as its investing and financing activities. Accordingly, the Company's risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliance with applicable regulations.

All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes shall be undertaken.

The Company's management is supported by a risk management committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The risk management committee provides assurance to the Company's management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified measured and managed in accordance with the Company's policies and risk objectives. The Board of Directors reviews policies for managing each of these risks.

A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks a) commodity price risk b) currency risk and

c) interest rate risk. Financial instruments affected by market risk comprise deposits, investments, trade payables.

The Company's investments are predominantly held in fixed deposits and liquid mutual funds. Mark to market movements in respect of the Company's investments are valued through the Statement of Profit and Loss. Fixed deposits are held with highly rated banks and are not subject to interest rate volatility.

Assumption made in calculating the sensitivity analysis

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. The analysis excludes the impact of movements in market variables on the carrying values of gratuity and other post - retirement obligations and provisions.

a) Commodity risk

Commodity price risk for the Company is mainly related to fluctuations in coal and pet coke prices linked to various external factors, which can affect the production cost of the Company. Since the energy costs is one of the primary costs drivers, any fluctuation in fuel prices can lead to a drop in operating margin. To manage this risk, the Company take following steps:

i) Optimizing the fuel mix, pursue longer term and fixed contracts where considered necessary (Refer Note 20).

ii) Consistent efforts to reduce the cost of power and fuel by using both domestic and international coal and petcoke.

iii) Use of alternative Fuel and Raw Materials (AFR) and enhancing the utilisation of renewable power including its onsite and offsite solar, wind, hydro power and Waste Heat Recovery System (WHRS).

Additionally, processes and policies related to such risks are reviewed and controlled by senior management and fuel requirements are monitored by the central procurement team.

b) Foreign currency risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to change in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates primarily relate to import of raw materials, fuels and capital items. Based on sensitivity analysis, the Company has well defined forex exposure threshold limit approved by Board of Directors, beyond which all forex exposure are fully hedged.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company has no significant concentration of credit risk with any counterparty.

Trade receivables

Trade receivables consist of a large number of customers. The Company has credit evaluation policy for each customer and based on the evaluation credit limit of each customer is defined. The exposure in credit risk arising out of major customers is generally backed either by bank guarantee, letter of credit or security deposits.

The Company's exposure and wherever appropriate the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company.

The Company does not have higher concentration of credit risks since no single customer accounted for 10% or more of the Company's net sales.

Total trade receivable as on March 31, 2021 is ' 564.91 crore (December 31, 2021 - ' 294.73 crore).

Refer Note 15 for ageing of trade receivables.

Financial assets other than trade receivables

The exposure to the Company arising out of this category consists of balances with banks investments in liquid mutual funds, incentives receivables from government and loans which do not pose any material credit risk. Such exposure is also controlled, reviewed and approved by the management of the Company on routine basis. There are no indications that defaults in payment obligations would occur in respect of these financial assets.

Credit risk on cash and cash equivalent. deposits with the banks / financial institutions is generally low as the said deposits have been made with the banks / financial institutions who have been assigned high credit rating by international and domestic credit rating agencies.

Investments of surplus funds are made only with approved financial Institutions. Investments primarily include investment in units of liquid mutual funds and fixed deposits with banks having low credit risk.

Total non-current investments (other than subsidiaries and joint arrangements) and investments in liquid mutual funds as on March 31, 2023 are ' 9.20 crore and ' 110.08 crore (December 31, 2021 - ? 9.20 and ' 475.08 crore)

Expected credit loss assessment

The Company has used a practical expedient by computing the expected loss allowance for financial assets based on historical credit loss experience and adjustments for forward looking information. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's treasury team is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company has invested in short term liquid funds which can be redeemed on a very short notice and hence carried negligible liquidity risk.

a) Other financial liabilities includes deposits received from customers amounting to ' 542.23 crore (December 31, 2021 - ' 500.35 crore). These deposits do not have a contractual re-payment term but are repayable on demand. Since, the Company does not have an unconditional right to defer the payment beyond 12 months

from reporting date, these deposits have been classified under current financial liabilities. For including these amounts in the above mentioned maturity analysis, the Company has assumed that these deposits including interest thereon, will be repayable at the end of the next reporting period. The actual maturity period for the deposit amount and the interest thereon can differ based on the date on which these deposits are settled to the customers.

Note 58 - Segment reporting

A) The principal business of the Company is manufacturing and sale of cement and cement related products. The Management Committee of the Company, has been identified as the Chief Operating Decision Maker (CODM). The CODM evaluates the Company's performance, allocates resources based on analysis of the various performance indicators of the Company as a single unit. CODM have concluded that there is only one operating reportable segment as defined under IND AS 108 "Operating Segments”, i.e. Cement and Cement Related Products.

Note 60 - Other information

1 The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property

2 The Company has following transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 :

3 The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

4 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

5 The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) 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

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

6 The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with

the understanding (whether recorded in writing or otherwise) that the Company shall :

a) 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

b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

7 The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

8 The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

9 Significant Events after the Reporting Period - There were no significant adjusting events that occurred subsequent to the reporting period other than the events disclosed in the relevant notes.

10 The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

11 The Company has not given any loans or advances in the nature of loans to promoters, directors, KMPs and/ or related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on demand, or without specifying any terms or period of repayment other than disclosed in Note 54.

12 Previous year's figures have been regrouped and rearranged where necessary to conform to this year's classification.

Note 61 - Merger of Subsidiary

1) The National Company Law Tribunal of Ahmedabad and Mumbai have approved the scheme of merger of Dirk India Private Limited ("DIPL') (wholly owned subsidiary) with the Company w.e.f. January 01, 2020 (appointed date).

2) The merger have been accounted in the books of account of the Company in accordance with Ind AS 103 'Business Combination’ read with Appendix C to Ind AS 103 specified under Section 133 of the Act. Accordingly, the following

accounting treatment has been followed to give the effect of the merger:

i) The assets, liabilities and reserves of DIPL have been incorporated in the financial statements at the carrying values as appearing in the financial statement of the Company.

ii) Inter-Company balances and transactions have been eliminated and resultant adjustment has been adjusted in the other equity.

iii) 20,75,383 equity share of ' 10 each fully paid in DIPL, held as investment by the Company stands cancelled.

iv) The financial information in the financial statements in respect of prior period have been restated as if business combination had occurred from the beginning of the preceding period in the financial statements.

3) Pursuant to the Scheme, the authorised equity share capital of the Company has been increased by the authorised equity share capital of the erstwhile DIPL.

Note 62 - Money received against Share Warrants

On October 18, 2022, pursuant to the shareholder’s approval, the Company has allotted 477,478,249 warrants to Harmonia Trade and Investment Limited (a promoter group entity) by way of preferential issue at a price of ' 418.87 each aggregating to ' 20,001 crore and has received ' 5,000.03 crores (equivalent to 25% of the warrants issue price). These funds have been used for the purposes for which the funds were raised.

Each warrant is convertible into one equity share and the rights attached to warrants can be exercised at any time, within a period of eighteen months from the date of allotment of warrants.

Note 63 - Change in the financial year

The shareholders of the Company at the extra-ordinary general meeting held on 8th October 2022 have approved the change of financial year end from December 31 to March 31. In view of this, the current financial year is for a period of fifteen months i.e., January 01, 2022, to March 31, 2023 and, accordingly, the figures for the fifteen months financial ended March 31, 2023 are not comparable with the figures for the year ended December 31, 2021.

Note 65 - During the fifteen months ended March 31, 2023, a short seller report was published in which certain allegations were made involving Adani group companies. Writ petitions were filed in the matter with the Hon'ble Supreme Court ("SC”), and during hearing the Securities and Exchange Board of India ("SEBI”) has represented to the SC that it is investigating the allegations made in the short seller report for any violations of the various SEBI Regulations. The SC vide its order dated March 2, 2023 has also constituted an expert committee to investigate and also advise into the various aspects of existing laws and regulations, and also directed the SEBI to consider certain additional aspects in its scope. During the fifteen months ended March 31, 2023 and subsequent to March 31, 2023, Adani group companies have provided responses to various queries by the SEBI and the Stock Exchanges. The above-mentioned investigations are in progress as of date.

To uphold the principles of good governance, Adani group has undertaken review of transactions referred in the short seller's report and in respect of the Company and its subsidiary, the Company had obtained an opinion from independent law firm in respect of evaluating relationships with parties having transactions with the Company and referred to in the short seller's report. Management, based on such opinion, confirms that Company is in compliance with applicable laws and regulations.

Based on the foregoing and pending outcome of the investigations as mentioned above, the financial statements do not carry any adjustment.

The Company had initiated capex plan to enhance its capacity through greenfield and brownfield expansions during the period and gave milestone payment to the EPC Contractor. In cognizance of above, the Company reassessed its strategy for capex program and decided to foreclose the EPC contract and recovered its advance of Rs. 1,815.00 crores (net of GST) without penalty.

Note 66 - In December 2020, the Competition Commission of India ("CCI”) initiated an investigation against cement companies in India including the Company regarding alleged anti-competitive behaviour and conducted search and seizure operations against few companies. The Director General (DG) of CCI in January 2021 sought information from the Company and the information sought was provided. In the current year, CCI had sent the investigation report of the DG to the Company and directed the Company to file their suggestions / objections to the report. Company has submitted its responses and the matter is pending for hearing before CCI. The Company is of the firm view that it has acted and continues to act in compliance with competition laws. The Company believes that this does not have any impact on the financial statements.

Note 67 - Code on social Security, 2020

The Code on Social Security, 2020 ('Code’) relating to employee benefits during employment and post employment

benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet

been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

Note 69 - During the year, the Company has received income tax refund of ' 373.15 crores (including interest of ' 126.54 crores) on account of order giving effect to ITAT orders for FY 2004-05 to FY 2011-12 and processing of returns

u/s 143(1) of the Income Tax Act,1961 for FY 2016-17 and FY 2019-20.

Note 70 - Figures below ' 50,000 have not been disclosed.


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