(m) Provisions
A provision is recognised when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Mines Restoration Provision
An obligation for restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing extraction from mines. Costs arising from restoration at closure of the mines and other site preparation work are provided for based on their discounted net present value, with a corresponding amount being capitalised at the start of each project. The amount provided for is recognised, as soon as the obligation to incur such costs arises. These costs are charged to the Statement of Profit and Loss over the life of the operation through the depreciation of the asset and the unwinding of the discount on the provision. The costs are reviewed periodically and are adjusted to reflect known developments which may have an impact on the cost or life of operations. The cost of the related asset is adjusted for changes in the provision due to factors such as updated cost estimates, new disturbance and revisions to discount rates. The adjusted cost of the asset is depreciated prospectively over the lives of the assets to which they relate. The unwinding of the discount is shown as a finance cost in the Statement of Profit and Loss.
(n) Contingent liabilities and Contingent Assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements. It is reviewed at each balance sheet date.
Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised. A contingent asset is disclosed, in financial statements, where an inflow of economic benefits is probable. It is reviewed at each balance sheet date.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract
(o) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value and are also used for the purpose of Statement of Cash Flows, as these are considered an integral part of the Company's cash management.
(p) Employee stock options
Certain employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The cost is recognised, together with a corresponding increase
in reserves, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
(q) Financial instruments
i. Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. Trade receivables that do not contain a significant financing component are measured at transaction price (net of variable consideration). All other financial assets and liabilities are recognised are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A Financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
ii. Financial assets - classification and subsequent measurement:
Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in the statement of profit and loss.
iii. Financial liabilities - classification and subsequent measurement:
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL. Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.
Other financial liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
iv. De-recognition of financial instruments Financial asset
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
I f the Company enters transaction whereby it transfers assets recognised on its balance sheet but retains either all or substantially all the risks and rewards of the transferred assets, the transferred assets are not derecognised.
Financial liability
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or the same expires.
The Company also derecognise a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at
fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in the statement of profit and loss.
v. Offsetting
Financial assets and financial liabilities are offset and the net amount is presented in the Balance Sheet when, and only when, the Company has a legally enforceable right to set off the amount and intends to settle them on a net basis or to realise the asset and settle the liability simultaneously.
vi. Fair value of financial instruments
I n determining the fair value of its financial instruments, the Company uses following hierarchy and assumptions that are based on market conditions and risks existing at each reporting date. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
When the fair values of financial assets and financial liabilities recorded in the financial statements cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including
the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgements is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk volatility and discount rates. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
vii. Impairment
Financial assets (other than at fair value)
The Company assesses at each date of the balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses ('ECL) to be measured through a loss allowance. The Company recognises lifetime expected losses for trade receivables and contract assets that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. The Company write-off's the receivables only on completion of the legal proceedings or if it is certain that the balance will not be recoverable.
(r) Statement of Cash Flows
Cash flows are reported using the indirect method, whereby the net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
(s) Other income
I nterest income or expense is recognised using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
Ý the gross carrying amount of the financial asset; or
Ý the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
(t) Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the consolidated financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.
(u) Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Notes:
a. Deposits for H 2,143.48 lacs (March 31, 2024: H 1,137.72 lacs) are pledged with Government Departments/ Banks as security.
b. Claims include H 1,299.56 lacs (March 31, 2024 : Nil) receivable towards Liquidated damages for delay in commercial operations of Solar power plant, H 262.32 lacs (March 31, 2024 : H 576.75 lacs) receivable towards reimbursement of Sales Tax under Industrial Investment Promotion Policy (IIPP 2005-2010) Scheme of Andhra Pradesh. Other receivables are in the nature of discount receivable on fuels etc.
c. Information about the Company's exposure to credit risk, market risk and fair value measurement is included in Notes 42 and 48.
Notes :
a. The purpose of investment in AMP Solar Systems Private Limited ("SPV") was to set up a solar power plant in Maharashtra under Captive Scheme for Company's grinding unit at Jalgaon. The Company had paid an investment consideration of H 4.16 lacs to acquire 41,624 equity shares of AMP Solar Systems Private Limited at H 10.00 (Face Value of H 10.00) each constituting 26.00% stake of the SPV's equity share capital.
b. The Company has paid an investment consideration of H 412.33 lacs to acquire 41,233, 0.01% Compulsorily convertible debentures (CCDs) of AMP Solar Systems Private Limited at H 1,000 ( Face value H 1,000) each constituting 26.00% stake of the SPV's debenture Capital. These debenture will convert into 100 equity shares (Face value of H 10/- each) of the SPV at the conversion date in accordance with the terms of the investment agreement.
c. The Company has entered into a Share Subscription and Shareholders' Agreement (SSSHA) with Cleantech Solar India OA2 Pte. Ltd and Ardeur Renewables Private Limited ("SPV”) for the purpose of setting up solar power plant with a capacity of 16 MWdc for Chittapur plant in the state of Karnataka and 3.7 MWdc for Jalgaon plant in the state of Maharashtra under Captive Scheme. The Company has paid an investment consideration of H 866.80 lacs to acquire 10,83,500 equity shares of Ardeur Renewables Private Limited at H 80.00 (Face Value of H 10.00) each constituting 28.52% stake of the SPV's equity share capital.
d. Information about the Company's exposure to credit risk, market risk and fair value measurement is included in Notes 42 and 48.
* As per the terms of the agreement and in-line with the guidance under the applicable accounting standards, these investments would not be a subsidiary or associate of the Company.
Notes :
a. Trade receivables are pledged against the borrowings of the Company as referred in Note 17.
b. For ageing analysis of trade receivables, refer Note 43(a).
c. No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
d. Information about the Company's exposure to credit risk, market risk and fair value measurement is included in Notes 42 and 48.
* The above unsecured trade receivables include receivables considered good in respect of which the Company holds guarantees from banks amounting to H 2,567.47 lacs (March 31, 2024: H 2,063.75 lacs).
a) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having a par value of H 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
During the year ended March 31,2025, final dividend of H 1.50 per share (March 31,2024: H 1 per share) and Interim dividend of Nil per share (March 31, 2024: H 0.75 per share) was recognised for distribution to equity shareholders respectively. The Board of Directors, at its meeting on April 13, 2025, have proposed a dividend of H 0.50 per equity share for the financial year ended March 31, 2025. The proposal is subject to the approval of shareholders at the forthcoming Annual General Meeting and if approved would result in a cash outflow of approximately H 1,025.55 lacs. The dividend is accounted for in the year in which it is approved by the shareholders. The proposed dividend is inclusive of Tax deducted at source.
During the five years period ended March 31, 2025, no shares have been bought back or issued for consideration other than cash and no bonus shares have been issued.
The Description of the nature and purpose of each reserve is as follows -
General Reserve: The General reserve is created by a transfer from one component of other equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the Statement of Profit and Loss.
Securities Premium : Securities premium is used to record the premium on issue of shares. It is utilised in accordance with the provisions of the Companies Act 2013.
Employee Stock Options Outstanding Reserve: The Company has share option schemes under which options to subscribe for the Company's shares have been granted to certain executives and senior employees. The employee stock options outstanding reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 35 for further details of these plans.
Retained earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends paid to shareholders. Retained earnings includes re-measurement gain/(loss) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.
Provision for mining restoration costs
The activities of the Company involve mining of land taken under lease. In terms of relevant statutes, the mining areas would require restoration at the end of the mining lease. The future restoration expenses are affected by a number of uncertainties, such as, technology, timing etc. Because of the long-term nature of the liability, the greatest uncertainty in estimating the provision is the costs that will be incurred. In particular, the Company has assumed that the mine will be restored using technology and materials that are currently available. The provision has been calculated using a discount rate of 8.50% p.a. (March 31, 2024: 8.50% p.a), which is the risk-free rate. As per the requirement of Ind AS 37, the management has estimated such future expenses on a best judgment basis and provision thereof has been made in the accounts at their present value. The table below gives information about movement in mining restoration cost provisions.
Provision for rehabilitation and resettlement obligation relating to mines
In terms of Environment clearance given by Ministry of Environment, Forest and Climate Change (MOEF) for the Company's integrated plant at Chittapur, Karnataka, the Company is required to spend H 7,261.62 lacs on socio economic welfare measures by 2025. Further, the Company got an extension letter from the Government of Karnataka to spend the remaining liability by September, 2028. There are no uncertainties in the projected cash flows. The provision has been calculated using a discount rate of 8.5% p.a (March 31, 2024: 8.50% p.a), which is the risk-free rate As per the requirement of Ind AS 37, provision thereof has been made in the accounts at their present value. The table below gives information about movement in rehabilitation and resettlement cost provisions.
35. Employee stock option scheme
The Company provides share-based payment schemes to its employees. The Company had formulated an employee stock option scheme, namely Employee Stock Option Scheme 2015 (ESOP) in an earlier year. The relevant details of the scheme and grant are as below:
(a) On May 8, 2015, the Board of Directors approved the Employee Stock Option Scheme 2015 for issue of stock options to the key employees of the Company. According to the scheme, the employee selected by the remuneration committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions viz, continuing employment on the roll of the Company as on April 01, 2015 as well as new employees who replaces the old eligible employee and joins the employment of the Company before June 30, 2017 and continuing employment till grant date.
These defined benefit plans expose the Company to actuarial risks, such as Interest rate risk, Liquidated risk, Salary Escalation risk, Demographic risk and Regulatory risk.
Asset Liability matching strategy: The money contributed by the Company to the Gratuity fund to finance the liabilities of the plan has to be invested. The trustees of the plan have outsourced the investment management of the fund to an insurance Company. The insurance Company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset liability matching strategy. There is no compulsion on the part of the Company to fully refund the liability of the Plan. The Company's philosophy is to fund these benefits based on its own liquidity and the level of underfunding of the plan.
The exercise period for the aforesaid Employee stock options was lapsed on 04 August 2023 without any options being exercised. Accordingly, the Company reversed the amount accumulated in Employee stock option outstanding reserve for the aforesaid grant to Retained Earnings in the respective year.
(b) On November 09, 2022, the Board of Directors, granted 310,099 stock options under Employee Stock Option Scheme 2015 out of which award letters for 241,137 stock options have been issued to the Eligible Employees. According to the scheme, the employee selected by the remuneration committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions.
The weighted average remaining contractual life of the stock options is Nil years (March 31, 2024: 0.97 years).
The Employee Stock Option Allotment committee in its meeting held on 27 November 2024 had approved for allotment of the grant of 241,137 stock options under the existing Orient Cement Employee Stock Option Scheme - 2015 ("Plan”) to eligible employees of the Company. The exercise period for the aforesaid Employee stock options was exercised on 08 November 2024.
(c) On November 09, 2023, the Board of Directors, additionally, granted 349,976 stock options under Employee Stock Option Scheme 2015 to the Eligible Employees. According to the scheme, the employee selected by the remuneration committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions. The fair value of the employee stock option plan has been measured using the Black Scholes formula. Service and
Note :
a. The plea by the Company challenging the constitutional validity of Electricity duty demand of H 1,691.31 lacs had been dismissed by the Hon'ble High Court, Hyderabad in an earlier year. The Company, along with other industry members, had appealed the matter before Hon'ble Supreme Court of India by paying a protest money of H 1,005.76 lacs, where the hearing is pending. Based on management's internal assessment and also considering advice of an external legal counsel, the Company believes that the demand shall not sustain under law.
b. Based on discussions with the solicitors/ favourable decisions in similar cases/legal opinions taken by the Company, the management believes that the Company has a good chance of success in above-mentioned cases and hence, no provision there against is considered necessary. The timing of outflow of resources in not ascertainable.
c. The amounts assessed as contingent liability do not include interest that could be claimed by counter parties.
and control relating to customer credit risk management. Credit quality of a customer is assessed based on individual credit limits as defined by the Company. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis. The calculation is based on historical data of credit losses.
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.
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. - Quantitative disclosure of trade receivables bucket wise along with ECL has been provided in Note 43(a). Ageing Schedule."
Financial assets other than trade receivables
Credit Risk on cash and cash equivalent and term deposits is generally low as these are kept with banks who have been assigned high credit rating by international and domestic rating agencies. Investments of surplus funds are made only with Financial Institutions approved by Reserve Bank India.
Balances with banks were not past due or impaired as at year end. Other than the details disclosed below, other financial assets are not past due and not impaired, there were no indications of default in repayment as at year end.
Loans: All of the Company's loans at amortised cost are considered to have low credit risk, and the loss allowance, if any, is limited to 12 months' expected losses. Management considers instruments to be low credit risk when they have a low risk of default and the borrower has a strong capacity to meet its contractual cash flow obligations in the near term.
Investments : The Company has investments in special purpose vehicles incorporated for the purpose of setting up solar power plant for supply of power over the term of power purchase agreement (i.e., 15-25 years) and mutual funds, thereby limiting the exposure to credit risk. All the counterparties have sound financial position with positive net worth. The Company does not expect any losses from non-performance by these counter parties.
Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations at a reasonable price. The Company's treasury department 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 net liquidity position through rolling forecasts on the basis of expected cash flows.
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, bank loans among others.
44. Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders and issue new shares. The Company monitors capital using debt-equity ratio, which is total debt less cash and cash equivalents and current investments divided by total equity.
48. Fair Value
Accounting classification and fair values
Set out below, is the comparison of the fair values of the financial assets and liabilities included at the amount at which the instrument could be exchanged in an orderly transaction in the principal (or most advantageous) market at measurement date under the current market condition regardless of whether that price is directly observable or estimated using other valuation techniques.
The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all securities which are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date. The mutual fund units are valued using the closing Net Asset Value.
Level 2: The fair value of financial instruments that are not traded in an active market (For example traded bonds, over the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The fair value of the financial assets and liabilities approximates their carrying amounts as at the balance sheet date. Accordingly, They are present together below:
50. Other Statutory Information:
i. The Company do not have any Benami property and neither any proceedings have been initiated or is pending against the Company for holding any Benami property.
ii. The Company do not have any transactions with companies struck off except as given below -
49. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company will assess the
impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.
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.
xii. The Company has complied with the number of layers prescribed under the Companies Act, 2013.
xiii. The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
xiv. Details of loans or investments covered under the provisions of Section 186 of the Companies Act, 2013, as applicable are provided in Note 11.
51. Ambuja Cements Limited (the "Acquirer"), entered into Share Purchase Agreements ("Agreements") with the promoter group and certain other shareholders on October 22, 2024 pursuant to which, the Acquirer shall obtain 46.80% of the shareholding of the Company subject to the terms and conditions as set out in the Agreements. The Acquirer received the approval from the Competition Commission of India (CCI) on March 04, 2025.
As on the date of approval of these audited financial statements by the Board, the promoter group continues to be the existing shareholders, pending consummation of the underlying transaction and the completion of Open offer.
iii. The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv. The Company has not been declared a wilful defaulter by any bank or financial institution or government or any government authority or any other lender during the current period.
v. The Company have 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:
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
vi. 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:
a. 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
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii. All quarterly returns or statements of current assets are filed by the Company with banks or financial institutions and are in agreement with the books of accounts.
viii. The loan has been utilised for the purpose for which it was obtained and no short term funds have been used for long term purpose.
ix. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
x. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
xi. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during
As per our report of even date attached
For B S R & Associates LLP For and on behalf of Board of Directors
Chartered Accountants
ICAI firm registration number: 116231W/W-100024
Balkishan Kabra CK Birla D.D. Khetrapal
Partner Chairman Managing Director & CEO
Membership No.: 221202 (DIN 00118473) (DIN 02362633)
Place: New Delhi Place: New Delhi
P.C. Jain Diksha Singh
Chief Financial Officer Company Secretary
(FCA 079601) (ACS 44999)
Place: Hyderabad Place: Hyderabad Place: New Delhi
Date: April 13, 2025 Date: April 13, 2025
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