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Company Information

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ACC LTD.

23 February 2024 | 12:00

Industry >> Cement

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ISIN No INE012A01025 BSE Code / NSE Code 500410 / ACC Book Value (Rs.) 752.89 Face Value 10.00
Bookclosure 07/07/2023 52Week High 2746 EPS 47.13 P/E 56.85
Market Cap. 50318.54 Cr. 52Week Low 1592 P/BV / Div Yield (%) 3.56 / 0.35 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2023-03 

Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per 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.”

The description of the nature and purpose of each reserve within equity is as follows:

Capital Reserve: It represents the gains of capital nature which mainly includes the excess of value of net assets acquired over consideration paid by the Company for business amalgamation transaction in earlier years.

Securities Premium: The amount received in excess of face value of the equity shares is recognised in securities premium. The reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.

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

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 Ltd” to the executives and senior management of the Company.

Retained earnings: Retained earnings are the profits that the Company has earned till date, less any 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 profit and loss.

Remaining performance obligation :

The Company does not have any remaining performance obligation under contracts entered for sale of goods or services which remains unsatisfied as at March 31, 2023. 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.

Disaggregation of revenue:

Refer Note 43 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 contract with customers.

NOTE 37: EMPLOYEE BENEFITS

a) Defined contribution plans - Amount recognised and included in Note 31 "contributions to provident and other

funds” of Statement of Profit and Loss Rs. 18.42 Crore (Previous year - Rs. 15.10 Crore)

b) Defined benefit plans

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.

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.

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.

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.

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.

Gratuity and additional gratuity

i. The Company operates a Gratuity Plan through a trust for all its employees. Employee who has completed minimum five years of service is entitled to gratuity at 15 days salary for each completed year of service in accordance with Payment of Gratuity Act, 1972. The scheme is funded with insurance companies in the form of qualifying insurance policies.

ii. Every eligible employee who has joined the Company before December 01, 2006 and gets separated on retirement or on medical grounds is entitled to additional gratuity provided he has completed minimum 25

years of service . The scheme is non funded.

VI Sensitivity Analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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.

c) 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.

d) 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.

Provident Fund

Provident Fund for certain eligible employees is managed by the Company through a trust "The Provident Fund

of ACC Ltd,”, 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 minimum interest rate payable by the trust to the beneficiaries every year is notified by the Government, The Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust (including investment risk fall) and the notified interest rate,

* The Provident Fund of ACC Limited had invested Rs. 49.00 Crore in perpetual bonds of IL&FS Financial Services Limited. In view of uncertainties regarding recoverability, in an earlier year, the Company has provided Rs. 49.00 Crore towards probable incremental employee benefit liability that may arise on the Company on account of any likely shortfall of the Trust in meeting its obligations.

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.

IX The Company expects to contribute Rs. 24.00 Crore (Previous year - Rs. 25.00 Crore) to trust managed provident fund in the next year.

NOTE 40: CONTINGENT LIABILITIES

(A) Claims against the Company not acknowledged as debt:

Rs. in Crore

Nature of Statute Brief description of contingent liabilities

As at March 31, 2023

As at

December 31, 2021

Competition Act, 2002 CCI matters - Refer Notes a and b below

2,039.64

1,878.34

Income tax Act, 1961 Income tax matter related to excise duty incentives - Refer Note e below

604.44

604.44

Service tax - Finance Act, Dispute regarding place of removal - Refer Note c below 1994

82.64

91.89

Central excise Act Demand of differential excise duty on clearance of ready mix concrete

25.69

25.69

Other excise matters

29.09

24.76

Mineral Concession Rules Compensation for use of government land - Refer Note d below

212.22

212.22

Government incentive Sales tax incentive - Refer Note f below

64.45

64.45

Other sales tax incentive

8.40

8.40

Good and service tax Act Denial of transitional credit of clean energy cess

62.67

15.04

Rs. in Crore

Nature of Statute

Brief description of contingent liabilities

As at March 31, 2023

As at

December 31, 2021

Sales tax Act / Commercial Packing material - differential rate of tax. matters pending with tax Act of various states various authorities.

11.53

11.53

Other sales tax matters

37.19

37.19

Customs duty - The Customs Act, 1962

Demand of duty on import of steam coal during 2001 to 2013 classifying it as bituminous coal.

30.97

30.97

Other statutes/ other

Claims by suppliers regarding supply of raw material.

28.80

28.80

claims

Demand of water drawal charges

-

9.80

Various other cases pertaining to claims related to railways, labour laws, etc

30.82

34.77

Mines and minerals (development and regulation) Act

Demand of additional royalty on limestone based on ratio of cement produced vis a vis consumption of limestone.

7.93

7.93

TOTAL

3,276.48

3,086.22

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

a) I n 2012, the Competition Commission of India ('CCI') issued an Order imposing penalty on certain cement manufacturers, including the Company, concerning alleged contravention of the provisions of the Competition

Act, 2002 and imposed a penalty of Rs. 1,147,59 Crore (Previous Year - Rs. 1,147.59 Crore) on the Company. On Company's appeal, Competition Appellate Tribunal ('COMPAT') (who initially stayed the penalty), by its final order dated December 11, 2015, set aside the order of the CCI and remanded the matter back to the CCI for fresh adjudication and for passing a fresh order.

After hearing the matter, the CCI, by its order dated August 31, 2016, held that the cement companies and the Cement Manufacturers Association are guilty and in violation of the Section 3(1) read with section 3(3)(a) and Sec 3 (3)(b) of the Competition Act and imposed a penalty of Rs. 1,147.59 Crore (Previous Year - Rs. 1,14759

Crore) on the Company.

The Company had appealed against the penalty to the COMPAT which granted a stay on November 07, 2016 with a condition to deposit 10% of the penalty amount, (which was deposited) and levy of interest of 12% p.a. in case the appeal is decided against the appellant (the "Interim order”). Interest amount on penalty as on March 31, 2023 is Rs. 856.73 Crore (Previous Year - Rs. 695.43 Crore). COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017 who, vide its judgment dated July 25, 2018, dismissed the Company's appeal and upheld the CCI's order.

Against the above judgment of NCLAT, the Company appealed before the Hon'ble Supreme Court, which by

its order dated October 05, 2018 had admitted the appeal and directed that the interim order passed by the COMPAT will continue in the meantime.

Based on the advice of external legal counsel, the Company believes it has a strong case on merits for successful appeal in this matter. Accordingly, the Company is of the view that no provision is necessary in the financial statements.

b) In a separate matter, the Director, Supplies and Disposal, Haryana filed information that seven cement companies had engaged in collusive bidding in contravention of the Competition Act, 2002. CCI, by its order dated January

19, 2017, imposed a penalty of Rs. 35.32 Crore (Previous year - Rs. 35.32 Crore) on the Company. On Company's filing an appeal, COMPAT had stayed the penalty. Matter is now listed before NCLAT and is pending for hearing.

Based on the advice of external legal counsel, the Company believes it has a strong case on merits for a successful appeal in this matter. Accordingly, the Company is of the view that no provision is necessary in the financial statements.

c) The dispute is regarding whether the "place of removal” is the "factory gate / Depot” or "destination point of customer” for availment of Service tax credit on "Outward Transportation cost” of Cement when sales is on F.O.R. basis. The department has alleged that the freight cost for transportation of cement beyond factory gate and depot being the place of removal is not "Input Service” and therefore the Service tax credit on such services cannot be availed. The Service tax department issued show cause notice (SCN) and demand orders against which the Company has filed appeal with the CESTAT.

Based on the advice of the external legal counsel, conflicting decisions of courts and Central Board of Indirect Taxes and Customs circular, the Company is of the view that no provision is necessary in the financial statements.

d) The Company has received demand notice from the Government of Tamil Nadu and an order by the Collector,

Coimbatore seeking annual compensation for the period from April 01, 1997 to March 31, 2014 and April 01, 2014 to March 31, 2019, amounting to Rs. 73.46 Crore (Previous Year - Rs. 73.46 Crore) and Rs. 138.76 Crore (Previous Year - Rs. 138.76 Crore) respectively for use of the Government land for mining, which the Company occupies on

the basis of the mining leases. The Company has challenged the demands by way of revision under the Mineral Concession Rules and has filed writ petitions before the Hon'ble High Court of Tamil Nadu at Chennai.

Pending the same the High Court of Tamil Nadu, in the group writ petitions of other cement manufacturers viz

Dalmia Cements, Madras Cements and others, has passed a judgement allowing annual compensation to be collected by the state. The Company has filed a writ appeal against the judgement.

One of the above petition challenging the demand for the period April 01, 2014 to March 31, 2019, is disposed of against the Company by the High Court vide order dated December 14, 2021 in line with the above judgment.

The Company has filed a writ appeal before the divisional bench of High Court against this judgement.

The Company has assessed the matter as "possible” and has obtained legal opinion for the said matter.”

e) The Company was entitled to excise duty incentives for the assessment years 2006-07 to 2015-16 for its Gagal plant located in the state of Himachal Pradesh. ACC 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 ACC against the orders of the assessing officer which were pending before the Commissioner of Income Tax (Appeals) / Income Tax Appellate Tribunal (ITAT).

I n March 2023, for the matters pending with the Income Tax Appellate Tribunal (ITAT), the Company has received favourable orders. Pending final closure of the matter, the amount of Rs. 500.63 Crore (Previous year - Rs. 500.63 Crore) along with interest payable of Rs. 103.81 Crore (Previous year - Rs. 103.81 Crore) has been disclosed as contingent liability.”

f) The Company had availed sales tax incentives in respect of its new 1 MTPA Plant (Gagal II) under the Himachal Pradesh (HP) State Industrial Policy, 1991. The Company had accrued sales tax incentives aggregating Rs. 56.30 Crore (Previous year - Rs. 56.30 Crore). The Sales tax authorities introduced certain restrictive conditions after commissioning of the unit stipulating that incentive is available only for incremental amount over the base revenue and production of Gagal I prior to the commissioning of Gagal II. The Company contends that such restrictions are not applicable to the unit as Gagal II is a new unit, as decided by the HP Hon'ble High Court and confirmed by the Hon’ble Supreme Court while determining the eligibility for transport subsidy. The Department recovered Rs. 64.45 Crore (Previous year - Rs. 64.45 Crore) (tax of Rs. 56.30 Crore and interest of Rs. 8.15 Crore) which is considered as recoverable.

The HP Hon’ble High Court, had, in 2012, dismissed the Company’s appeal. The Company has been advised by legal experts that there is no change in the merits of the Company’s case. Based on such advice, the Company filed a Special Leave Petition (SLP) before the Hon’ble Supreme Court, which is pending for hearing. The

Company has assessed the matter as "possible”.

(B) Guarantees excludinq financial guarantees

Rs. in Crore

Particulars

As at March 31, 2023

As at

December 31, 2021

Guarantees given to government bodies on behalf of subsidiary companies

1.07

0.87

NOTE 41: MATERIAL DEMANDS AND DISPUTES CONSIDERED AS REMOTE

Based on case by case assessment, the Group has disclosed certain matters below, where the outflow of resources embodying economic benefits has been assessed as remote.

a) The Company was eligible for certain incentives in respect of its investment towards modernisation and expansion of the Chaibasa cement unit under the State Industrial Policy of Jharkhand. Accordingly, the Company has made claims for refund of VAT paid. However, no disbursals were made (except an amount of Rs. 7.00 Crore representing part of the one time lumpsum capital subsidy claim of Rs. 15.00 Crore) as the authorities have raised new conditions and restrictions. The Company had filed two writ appeals before the Jharkhand Hon’ble High Court against these conditions, restrictions and disputes.

Jharkhand Hon'ble High Court, while dealing with appeals by both the Company and the State Government allowed the Company's appeal while dismissing the Government's appeal,

The Government of Jharkhand had filed an Special leave petition (SLP) in the Hon'ble Supreme Court which

vide its interim order stayed disbursement of 40% of the amount due. Consequently, as of date, the Company received Rs. 64.00 Crore (Previous year - Rs. 64.00 Crore) out of total Rs. 235.00 Crore (Previous year - Rs. 235.00 Crore) in part disbursement from the Government of Jharkhand.

The Company is of the view and has been advised legally, that the merits are strongly in its favour and it expects that the SLP will be rejected upholding the order of Jharkhand Hon’ble High Court.

The Company has assessed the matter as ""remote”” and has obtained legal opinion for the said matter.

b) The Company is eligible for incentives for one of its cement plants situated in Maharashtra under a Package scheme of incentives of the Government of Maharashtra. The scheme inter alia, includes refund of royalty paid by the Company on extraction or procurement of various raw materials (minerals). The Department of Industries has disputed the Company's claim for refund of royalty basis interpretation of the sanction letter issued to the Company. The Company has accrued an amount of Rs. 133.00 Crore (Previous year - Rs. 133.00 Crore) for such incentive. The Company has filed an appeal before the Hon"ble Bombay High Court challenging the stand of the Government, which is admitted and pending before the High Court for hearing. The Company has assessed the matter as "remote” and has obtained legal opinion for the said matter.

c) The Company had set up a captive power plant ('Wadi TG 2') in the year 1995-96. This plant was sold to Tata Power Co Ltd, in the year 1998-99 and was subsequently repurchased from it in the year 2004-05. The Company had purchased another captive power plant ('Wadi TG 3', set up by Tata Power Co Ltd in the year 2002-03) in 2004-05. Both these power plants were eligible for tax holiday under the provisions of Section 80-IA of the Income-tax Act, 1961. The Income tax department has disputed the Company's claim of deduction under Section 80-IA of the Act, on the ground that the conditions prescribed under the section are not fulfilled. In case of Wadi TG 2, in respect of the demand of Rs. 56.66 Crore (net of provision) (Previous year - Rs. 56.66 Crore), the Company is in appeal before the Income Tax Appellate Tribunal (ITAT). In case of Wadi TG 3, demand of Rs. 115.62 Crore (Previous year - Rs. 115.62 Crore) was set aside by the Income Tax Appellate Tribunal (ITAT) and department is in appeal against the said decision. The Company has assessed the matter as "remote”.

d) One of the Company's cement manufacturing plants located in Himachal Pradesh was eligible under the State Industrial Policy for deferral of its sales tax liability. The Excise department disputed the eligibility of the Company to such deferment on the ground that the Company also manufactures an intermediate product, viz. Clinker and such intermediate product was in the negative list. A demand of Rs. 82.37 Crore (Previous year - Rs. 82.37 Crore) was raised by the department. The Company filed a writ petition before the Hon'ble High Court of Himachal Pradesh against the demand. The case has been admitted and the hearing is in process. The Company has assessed the matter as "remote”.

e) The Company was contesting the renewal of mining lease in state of Jharkhand for two of its quarries on lease. There was an unfavourable order by the Hon'ble Supreme Court in case of another Company restricting the "”deemed renewal”” provision of captive mining leases. The Company received demand from district mining officer for Rs. 881.00 Crore (Previous year - Rs. 881.00 Crore) as penalty for alleged illegal mining activities carried out by the Company during January 1991 to September 2014.

On January 02, 2015, the Central Government promulgated the Mines and Minerals (Development and Regulation) Amendment) Ordinance, 2015 [subsequently enacted as Mines and Minerals (Development and Regulation) (Amendment) Act, 2015 in March 2015] amending mining laws with retrospective effect, and decided

that all leases granted prior to ordinance will deemed to have been automatically renewed until prescribed period therein.

The Company then filed a writ petition with High Court of Jharkhand for directing the State government to

renew both the leases upto March 2030 as per the Ordinance. On October 31, 2015 the High Court passed an interim order in terms of Section 8A(5) of the Ordinance for quarry II extending the lease upto March 2030 permitting the Company to commence mining operations after depositing Rs. 48.00 Crore subject to the

outcome of the petition filed by the Company.

The Company has assessed the matter as "remote” and has obtained legal opinion for the said matter.

* Provision for contribution to gratuity fund, leave encashment on retirement and other defined benefits which are made based on actuarial valuation on an overall Company basis are not included in remuneration to key management personnel.

n Paid performance incentive for the year 2020 in April 2021.

# Waived his right to receive Directors' commission and sitting fees.

The Company makes monthly contributions to provident fund managed by "The Provident Fund of ACC Ltd” for certain eligible employees. Under the scheme, the Company is required to contribute a specified percentage of

the payroll costs to fund the benefits. During the year, the Company contributed Rs. 34.08 Crore (Previous Year -Rs. 25.46 Crore). Refer Note - 37 for fair value as at current and previous year end.

The Company maintains gratuity trust for the purpose of administering the gratuity payment to its employees (ACC limited Employees Group Gratuity scheme).The Company has not contributed any amount towards Employees Group Gratuity scheme in the current and previous year. Refer Note - 37 for fair value as at current and previous year end.

During the year the Company has contributed Rs. 3.03 Crore (Previous Year - Rs. 16.00 Crore) to ACC Trust towards Corporate social responsibility obligations.

During the year the Company has contributed Rs. 3.50 Crore (Previous Year - Nil) to Adani Foundation towards Corporate social responsibility obligations.

Refer Note - 5 for detail of investments in subsidiaries, associates and joint ventures.

Transaction with related parties disclosed are exclusive of applicable taxes.

Terms and conditions of transactions with related parties

The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash other than disclosed in the financial statements. Transactions relating to dividends were on the same terms and conditions as applied to other shareholders.

NOTE 43: SEGMENT REPORTING

For management purposes, the Company is organised into business units based on the nature of the products and the differing risks and returns. The Company has two reportable segments which are as follows:

(a) Cement - Cement is manufactured from clinker by mixing the raw materials such as limestone, clay, iron ore, fly ash, bauxite, gypsum etc, in determined ratios.

(b) Ready Mix Concrete - Ready Mix Concrete is concrete that is manufactured in a batch plant according to a set engineered mix design.

The Chief Operating Decision Maker ("CODM") monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. However, the Company's financing (including finance costs and finance income) and income taxes are managed on a Company basis and are not allocated to operating segments.

NOTE 45.

(i) The Company had invested Rs. 38.10 Crore (Previous year - Rs. 38.10 Crore) in equity shares of Lucky Minmat Limited (LML), a wholly owned subsidiary of the Company. In view of no mining activity being carried out and ongoing litigation on transfer of lease rights and amendments brought in to the Mines and Minerals (Development and Regulations) Amendment Act, 2021, the Company has reassessed the value of investments and accordingly, during the previous year ended December 31,2021, the Company has recognised an impairment loss of Rs. 38.10 Crore in the value of investment.

(ii) The Company has investment in ACC Mineral Resources Limited (AMRL), a wholly-owned subsidiary of Rs. 106.80 Crore (Previous year - Rs. 106.80 Crore). AMRL, through its joint operations had secured development for four coal blocks allocated to Madhya Pradesh State Mining Corporation Ltd. These allocations stand cancelled pursuant to the judgment of Supreme Court dated August 25, 2014 read with its order dated September 24, 2014.

The Government of India has commenced auctioning process for all such blocks in a phased manner. The auctioning for Bicharpur, being one of the four blocks, was completed, with the block being awarded to the successful bidder vide vesting order dated March 23, 2015. AMRL had filed a writ petition with the Delhi High Court against the compensation fixed by Ministry of Coal. The revised valuation of Company's claim by the Ministry of Coal is still awaited. The auction of remaining three coal blocks has not yet taken place till date.

The Company had assessed the recoverability of amount incurred on development of these coal blocks and accordingly investment of Rs. 42.81 Crore was impaired in the previous years. Based on above the Company has concluded that no further impairment is necessary.

NOTE 46.

(i) The Company has arrangements with an associate company whereby it sells clinker and purchases cement manufactured out of such clinker. While the transactions are considered as individual sale/purchase transactions for determination of taxable turnover and tax under GST laws. Considering the accounting treatment prescribed under various accounting guidance, revenue for sale (excluding GST) of such clinker of Rs. 23.73 Crore (Previous year - Rs. 16.15 Crore) has not been recognised as a part of the turnover but has been adjusted against cost of purchase of Cement so converted.

(ii) The Company has arrangement with a Joint venture company whereby it purchases Ready Mix Concrete and sells that to external customers. While the transactions are considered as individual sale / purchase transactions for determination of taxable turnover and tax under GST laws. Considering the accounting treatment prescribed under various accounting guidance, revenue for sale (excluding GST) of such Ready Mix Concrete to customer of Rs. 197.09 Crore (Previous year - Rs. 126.19 Crore) has not been recognised as Revenue from operations but has been adjusted against cost of purchase of Ready Mix Concrete.

(C) Fair Value Hierarchy

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

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.

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).

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.

During the reporting period ending March 31, 2023 and December 31, 2021, there was no transfer between level 1 and level 2 fair value measurement.

The following methods and assumptions were used to estimate the fair values:

Level 1: Investments in liquid and short-term mutual funds, which are classified as FVTPL are measured using net asset values at the reporting date multiplied by the quantity held.

Level 2: The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates at the reporting date.

Level 3: The fair value of unquoted instruments is estimated by discounting future cash flow or price of recent transaction.

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

The management consider the carrying values of Other Cash and cash equivalents, Bank balances other than cash and cash equivalents, investment in bonds, security deposits, loans and other financial assets, trade receivables, trade payables, security deposits and retention money and other financial liabilities (except derivative financial instruments) approximate their carrying amounts largely due to the short-term maturities of these instruments.

NOTE 50: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Financial risk evaluation and management is an ongoing process within the Company. The Company has a system based risk management framework to identify, monitor, mitigate and minimise risks arising from financial instruments.

The Company is exposed to market, credit and liquidity risks. The Board of Directors ('Board') oversee the management of these risks through its Risk Management Committee. The Company's Risk Management policy has been formulated by the Risk Management Committee and approved by the Board. The Policy articulates on the Company's approach to address uncertainties in its endeavour to achieve its stated and implicit objectives. It also prescribes the roles and responsibilities of the Company's management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate risks in order to minimise potential adverse effects on the Company's financial performance.

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 Board of Directors reviews and agrees on policies for managing each of these risks, which are summarised below. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(i) Credit risk

Credit risk is the risk that the 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 investing activities, including deposits placed with banks and financial institutions and other financial instruments.

Financial assets other than trade receivables

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with it's policy. Surplus funds are parked only within approved investment categories with well defined limits. Investment category is periodically reviewed by the Company's Board of Directors.

Credit risk arising from short term liquid funds, other balances with banks and other cash equivalents is limited and no collaterals are held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the credit rating agencies. None of the financial instruments of the Company result in material concentration of credit risks.

Other financial assets mainly include incentives receivable from the government, loans and security deposits given. There are no indications that defaults in payment obligations would occur in respect of these financial assets.

Incentives receivable from the Government

The Company has manufacturing units in various states; mainly those in Maharashtra, Uttar Pradesh and Jharkhand are eligible for incentives under the respective State Industrial Policy. The Company has been accruing these incentives as refund claims in respect of VAT / GST paid.

The Company has estimated the expected credit loss based on time period to recover these incentives and carries a provision of Rs. 128.92 Crore as at March 31, 2023 (Previous year - Rs. 128.92 Crore).

The Company is confident about the ultimate realisation of the dues from the State Governments and there is no risk of default.

Trade receivables

Customer credit risk is managed as per the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. The requirement for impairment is analysed at each reporting date on an individual basis for major customers. The management is also monitoring the receivables levels by having frequent interactions with responsible persons for highlighting potential instances where receivables might become overdue.

Trade receivables consist of a large number of customers spread across India with no significant concentration of credit risk. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The

Company has adopted a policy of only dealing in creditworthy counterparties and obtaining collateral i.e. security deposit. No single customer accounted for 10% or more of the Company's net sales. Therefore, the Company does not expect any material risk on account of non-performance by any of its counterparties.

For Company's exposure to credit risk by age of the outstanding from various customers refer note - 11.

Expected credit loss assessment

For trade receivables, as a practical expedient, the Company compute credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. At each reporting date, the historically observed default rates and changes in the forward-looking estimates are updated. Accordingly, loss allowances on trade receivables are measured using provision matrix at an amount equal to life time expected losses i.e. expected cash shortfall.

Credit impaired

For expected credit loss as at each reporting date the Company assesses position for the assets for which credit risk has not significantly increased from initial recognition, assets for which credit risk has increased significantly but are not credit impaired and for assets for which credit risk has increased significantly and are credit impaired. The Company assesses detrimental impacts on the estimated future cash flows of the financial asset including loans, receivables and other assets. Based on the assessment of the observable data relating to significant financial difficulty and creditworthiness of the counterparties, the management believes that there are no financial assets which are credit impaired except as disclosed in the notes to the financial statements.

(ii) Liquidity 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. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. 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 investments in short term liquid funds which can be redeemed at a very short notice and hence carry negligible liquidity risk.

The table summarises the details regarding the remaining contractual maturities of financial liabilities at the reporting date based on the contracted undiscounted cash payments.

"Other financial liabilities includes deposits received from customers amounting to Rs. 657.52 Crore (Previous year Rs. 628.09 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.

(iii) 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 of three types of risk: interest rate risks, currency risk and commodity risk.

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.

Foreign currency sensitivity

The following tables demonstrate the sensitivity into a reasonably possible change in exchange rates, with all other variables held constant. A positive number below indicates an increase in profit where the Rs. strengthens 5% against the relevant currency. For a 5% weakening of the Rs. against the relevant currency, there would be a comparable impact on the profit and the balances below would be negative.

Commodity price 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:

1. Optimising the fuel mix, pursue longer term and fixed contracts where considered necessary (Refer Note - 16).

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

3. 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.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's exposure to the interest rate risk arises primarily from security deposit from dealers. The Company has not used any interest rate derivatives.

The Company has taken interest bearing security deposit from dealers. If interest rate had been 0.50% higher/ lower the profit before tax for the year ended March 31, 2023 would decrease / increase by Rs. 3.29 Crore (Previous year - Rs. 3.14 Crore).

NOTE 51. CAPITAL MANAGEMENT

The Company's objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purposes of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

NOTE 53: EMPLOYEE SHARE BASED PAYMENTS

Description of plan - Holcim Performance Share Plan

Holcim Ltd (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.

900 (Previous Year - 6,600) performance shares at a fair value of Rs. 3,613 per share (Previous Year - Rs. 4,226 per share) were granted in 2022-23. Internal performance conditions are attached to the performance shares and are based on Holcim Earnings per Share (EPS) and Holcim Return on Invested Capital (ROIC). During the year, Rs. 2.78 Crore (Previous Year - Rs. 4.18 Crore) is charged to the Statement of Profit and Loss in respect of equity-based payments transactions with a corresponding increase being made to the capital contribution to the Company by the parent.

Fair value of shares granted is determined based on the estimated achievement of Holcim earnings per share, return on invested capital and sustainability indicators.

NOTE 54

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 in December 2020 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 55: EXCEPTIONAL ITEMS REPRESENT -

• Special incentive for certain key employees, pursuant to change in the ownership and control of Rs. 22.00 Crore (Previous year - Rs. Nil)

• One-time Information technology transition cost of Rs. 73.35 Crore (Previous year - Rs. Nil)

• Restructuring cost of under the voluntary retirement scheme Rs. 66.42 Crore (Previous year -Rs. 54.76 Crore)

NOTE 56

During the current year, the Board of Directors 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 57

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 58

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 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 standalone financial statements do not carry any adjustment,

NOTE 59

During the year, the Company had initiated capex plan to enhance its capacity through brownfield expansion during the period and gave milestone payment to the EPC Contractor, The Company reassessed its strategy for capex program and decided to foreclose the EPC contract and recovered its advance of Rs, 188 Crore (net of GST) without penalty,

3 The Company does 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.

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