Professional Documents
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Annual Report FY2020-21
Annual Report FY2020-21
Annual Report FY2020-21
2020-21
NEW IS
– The ‘Nuvo’ Route
CHOICES 1
A wide range of products (more
than 50) across business lines
to ensure that consumers
are facilitated in making an
informed choice.
TECHNOLOGY 2
State-of-the-art and cutting-
edge technology to stay ahead
of the curve.
CONVENIENCE
3
Products that are easy to
use and provide convenient
application solutions.
CARE 4
Products that not only care for
our wellbeing but also for our
surroundings.
CORPORATE INFORMATION
Nuvoco Vistas Corp. Ltd.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
3800+
Strong workforce
11
Cement Plants
Five integrated units, five grinding
units and one blending unit.
49
Ready-Mix Concrete
Plants
105MW
Captive power plant
capacity
44.7MW
Waste heat recovery plant
capacity
1.5MW
Renewable (solar) capacity
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
ABOUT
NUVOCO
We are the fifth-largest cement
company in India and the largest
cement company in East India,
in terms of capacity.
Nuvoco Vistas Corp. Ltd,
Vision Mission
started operations in India in
1999 via acquisitions. Nirma
Group forayed into the cement Building a Safer, Leading Building Materials
business in 2014 through a
Smarter and Company Delivering
greenfield cement plant in
Nimbol. Thereafter, we have Sustainable world Superior Performance.
grown the cement business
through acquisition of the
Indian cement business of
LafargeHolcim in 2016 and NU Integrity
Vista Limited (formerly Emami
Cement Limited) in 2020. Today,
we have grown from being solely
cement based to a building
materials company with a vision
to ‘Build a Safer, Smarter and
Sustainable World’
Care Collaboration
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
2020
Acquisition of NU Vista Limited
2019
Commissioning of first Captive
2017
Amalgamation of Nirchem
(formerly Emami Cement Ltd.) Power Plant and Waste Heat Cement Limited with Nuvoco
our wholly-owned subsidiary Recovery in Chittorgarh Vistas Corp. Ltd.
Cement Plant
Amalgamation with Nimbol Cement Name changed to ‘Nuvoco Vistas
Plant, Rajasthan of Nirma Ltd. Corporation Limited’.
2013
Commissioning of operations
2014
Commissioning of operations at
2016
Acquisition of all Equity shares
at Chittorgarh Cement Plant, Bhiwani Cement Plant, Haryana. held by Lafarge to Nirchem
Rajasthan Cement Limited (erstwhile
Nirma Group entered cement wholly-owned subsidiary of
business through a greenfield Nirma Ltd.).
cement plant in Nimbol.
2012
Inauguration of Construction
2009
Commissioning of a new clinker
2008
Acquisition of ready-mix concrete
Development and Innovation line at the Sonadih Cement business of Larsen & Toubro
Centre (CDIC) in Mumbai. Plant. Limited.
1999
Commencement of operations in India with acquisition of cement business of
2000
Acquisition of the cement business
Tata Iron & Steel Company Ltd. in Jharkhand including Jojobera and Sonadih of Raymond Ltd, Chhattisgarh
Cement Plants. including the Arasmeta Cement
Plant.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
ABOUT NUVOCO
Baddi
Ludhiana
Mohali Panchkula
Bhiwani
Rudrapur Noida
Gurgaon Sonepat
Faridabad
Jaipur
Lucknow
Nimbol
Patna
Chittorgarh
Udaipur Bhabua
Avichal
Naroda Ranchi Panagarh
Sanathal Mejia Durgapur
Jojobera
Haripar Harini Jamshedpur
Arasmeta Hatisala Rajarhat
Bahavnagar Dankuni
Udhna Sonadih Risda
Rajkot
Surat Raipur Jajpur
Nagpur Bhubaneswar
Mumbai Runwal
Pune
Patencheru
Jeedimetla Uppal
Vizag
Hubli Vijaywada
Pilerne Hegdenagar
Vasco
Sarjapura
Whitefield
Mysore
Cement Plants
RMX Plants
Construction
Development &
Map not to scale Innovation Centre
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
AN INNOVATIVE AND
DIVERSE PORTFOLIO
Cement Portfolio
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
We leverage the expertise of our in-house R&D team to develop products that meet the needs of our
customers. During the year under review, we launched Duraguard Silver (premium composite cement).
With reduced porosity and lesser chances of thermal cracks, Duraguard Silver helps in preventing any
damage caused by seepage or temperature changes. Its high resistance to chloride makes it a better
alternative than regular PPC providing increased protection to the TMT bars.
15
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Our RMX segment comprises a desired finish. During the year under Designs available exclusively for
wide range of superior quality and review, we launched four products Nuvoco’s customers), Concreto
cost effective products. We cater to namely, InstaMix Xpress (pre-mixed, Permadure (a water-and-cracks-
diverse customer requirements with ready-to-use, bagged, dry concrete), resistant concrete) and Concreto
our innovative solutions that can be Artiste Signature (a special and Ecodure (controls thermal cracks
customised to individual needs. It collaborative collection designed by in mass concrete foundation and
also enables customers to achieve the Gauri Khan Designs and International improves durability).
The entire range of our RMX products are available under the following brands:
A range of decorative The Concreto range of The InstaMix range offers A widely preferred standard
concrete that offers a wide products offers enhanced ready-to-use concrete and concrete (Grade M5 to
variety of choices for the performance with variants mortar that is available in M95) that is produced in
modern builder to match like self-compacting 35 kg bags and delivered an automated batching
today’s trends in the world concrete, thermal insulated straight to the job site. It plant providing consistent
of new-age construction concrete, low density is easy to use and gives quality, on-time delivery,
with low maintenance and concrete. consistent quality with and high-quality service.
superior durability. minimal wastage.
Artiste was used in over ‘Artiste Signature Collection’ in association with Gauri Khan Designs and International Designs
400
prestigious projects and
have been used in over
4 million
square feet area
G A U R I K H A N
DESIGNS
Gauri Khan
Celebrity Interior Designer
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
During the year under review, we launched the following products, including ‘Zero M Type 3 Premium Cover Blocks’, which
are uniquely designed and offer three sizes (instead of two) at the same price.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
CHAIRMAN’S
MESSAGE
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
MESSAGE FROM
MANAGING DIRECTOR
Dear Stakeholders,
Prioritising People
Employee and contract worker safety
Some of the high points of the took precedence over all activities
year are as follows: during the various stages of lockdown.
endless design options in concrete We swiftly accommodated ‘work from
• NU Vista Limited (formerly Emami
through our ‘Artiste Signature home’ modules that allowed us to
Cement Limited) was seamlessly
Collection’ in association with Gauri ensure business continuity without
integrated with Nuvoco Vistas during
Khan Designs and International compromising the safety of our people.
the year.
Designs.
The Medical Helpdesk service that had
• We launched eight new products
• Duraguard Waterseal Cement was been set up in FY 2019-20 was extended
across our three businesses; all of
granted a patent for “Water Resistant to employees and their families in
which were designed and developed
Cement Composition” with effect twelve states across the country by the
at Nuvoco’s NABL-accredited
from 4th April 2018 for a term of 20 third quarter of FY 2020-21. Online
Construction Development and
years. sessions appraising employees and
Innovation Centre (CDIC) in Mumbai.
dealers of the precautions to be taken
• Nuvoco won a number of industry against COVID-19 were conducted
• The first premium composite cement
awards; more notable of them being through the year. In addition to including
product from Nuvoco, ‘Duraguard
the ‘FICCI CSR Award 2018-19’ in the hospitalisation expenses due to COVID-19
Silver’, was rolled out from the
Education category for the project in the company Mediclaim policy, your
Panagarh plant in West Bengal;
‘Shikshit Sunderhattu’ near Jojobera Company also contributed a top-up
signifying the first collaborative
Cement Plant; the ‘10th CII National equivalent to the individual base sum
initiative between Nuvoco and
HR Excellence Award 2019-20’ for of these policies. Additionally, online
NU Vista. Duraguard Silver is
demonstrating the Best Practices interactive sessions with the Insurance
manufactured with an advanced F2F
in HR. With this win, Nuvoco was Provider were where employees were
technology that protects construction
placed in the 401-500 Band, which acquainted with the insurance process in
from foundation to finish due to the
represents a ‘Strong Commitment cases of hospitalisation for treatment and
added advantage of slag and
to HR Excellence’; and the ‘Golden could get their doubts clarified.
silicate gel.
Peacock Innovative Product/Service
Award 2020’ for Nuvoco’s InstaMix We also organised digital programs
• We explored a novel and fruitful
(ready-to-use bagged concrete and like ‘Jab We Met’, ‘One Hour Learning
alliance with a leading designer to
mortar). Platform’, ‘Master Class for Employees’
bring versatile and, quite literally,
and other programmes to boost employee
morale. Besides, proper sanitisation of
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
offices and plants were undertaken, as integration efforts were carried out online waste heat recovery units, solar panels
per government healthcare protocols, to and remotely in a seamless fashion. The and captive power plants to reduce our
maximise the safety of our employees. online cascade sessions ensured that all carbon footprint; we also reported 12%
Employees contributed a day’s salary, the NU Vista colleagues were on-boarded y-o-y reduction of water consumption in
which was matched by your Company, and acquainted with Nuvoco’s Vision, FY 2021. In order to facilitate efficient
to support the channel partners Mission, Values, Operating Philosophy, waste management practices, we are also
(dealers and sub-dealers) and the and other Non-Negotiable principles. As recycling waste generated at our facilities
local communities by producing and we move forward, we are continuing to to produce blended varieties of cement.
distributing face masks, food packets, explore synergies and unlock value across These are only some of the measures
and other essential services. the organisation. that we have implemented that are not
only aimed at improving cost efficiency
Being the largest cement company in
Financial Highlights but also optimising operational efficiency
terms of manufacturing capacity in
of our units.
During the year under review, revenue Eastern India and we strive to expand
and profitability were severely affected further by leveraging our existing
manufacturing facilities and distribution
Ensuring Progress through
due to the lockdown on account of the
network. We are also securing and
Digitalisation
COVID-19 pandemic. The standalone
revenue generated from operations in FY strengthening our market share in FY 2021 brought to the fore an immediate
2020-21 stood at Rs. 5,805.35 crores in Eastern, Northern and Central India. recognition for digital developments.
comparison to Rs. 6,793.24 crores in FY We are further strengthening our brand To adapt to a new normal, it became
2019-20; reporting a decrease by 15% reputation and expanding our distribution imperative to ramp up our technological
y-o-y. The standalone EBITDA decreased network. Our expansion strategy is capacities and Nuvoco’s Information
by 10% to Rs. 1,203.73 crores in built on a calculated and methodical Management function consistently
comparison to Rs. 1,333.84 crores in the assessment of market size, customer aims to upgrade and introduce new-age
previous year. The standalone PAT for FY demand, competition, and economic efficiencies within its existing operations.
2020-21 stood at Rs. 22.78 crores with a variables for selling our products at a It supports a robust and scalable IT
profit margin of 0.4%. As of 31st March targeted location. To ensure continual Infrastructure and Enterprise Business
2021, the total borrowings accounted for brand building, we organize several brand Applications including SAP, Ariba and
Rs. 5,545.97 crores and our D/E ratio awareness and brand building campaigns Business Intelligence Tools for Core
was registered at 0.65. in urban as well as rural areas – taking Business Functions. To remain relevant
our brand closer to our customers. and meet the needs of remote working
Strategically Shaping our Future during the pandemic, our platforms have
Furthermore, we have continued to
been upgraded to ‘Office Anywhere’ and
work towards fulfilling its commitment
Having a robust strategy blueprint has have been aligned to the highest security
of providing innovative and unique
formed the bulwark of our organisation, standards.
products that cater to the evolving
which coupled with preparedness and
market demands across our cement,
alacrity, have enabled your Company to
ready-mix concrete (RMX), and modern Moving Ahead
withstand the pressures of a turbulent
building materials (MBM) businesses.
market. Our cement and RMX plants, ‘Mission 25’ continues to drive our efforts
‘Concreto Ecodure’, for instance, which
as well as the sales force were geared to as an organisation. We believe in nurturing
not only strengthens a structure by
commence operations soon after receiving the growth and development of our people
controlling thermal cracks in mass
the green signal from the state and local in addition to recognising and rewarding
concrete foundation; but it also protects
authorities. Every precaution to ensure those who demonstrate their commitment
the environment by minimizing cement
safety and keep infection at bay was through their performance. Leveraging our
consumption through increased
taken, which included wearing N95 (or market leadership, strategic capabilities
absorption of cementitious by-products.
its equivalent) masks, maintaining the and a comprehensive product portfolio, we
Your Company also gained tremendously
necessary physical distance, and frequently are poised to unlock new avenues of growth
with the addition of the brand, ‘Double
hand washing and sanitising surfaces. in the near future. I am excited about
Bull’, the fastest growing cement brand in
Nuvoco’s determined journey of progress
The acquisition of NU Vista was an the country. Double Bull now constitutes
and excellence. With a new energy to create
important step towards realizing one of the three Prominent Brands –
a distinct identity and the support of our
Nuvoco’s vision in India through access to along with Concreto and Duraguard – in
stakeholders, we now envision the growth
a diverse portfolio of innovative products your Company’s product arsenal.
of a future-ready Nuvoco!
and solutions for its channel partners
One of our biggest strength lies in our
and customers. Due to the restrictions Thanks and regards,
commitment to engage in activities that
imposed by the lockdown, the entire
lay the foundation for a sustainable Jayakumar Krishnaswamy
Day One proceedings and subsequent
future. In addition to commissioning Managing Director
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
BUILDING A ROBUST
FOUNDATION
RoCE
(In %)
FY 2020-21 4.3
FY 2019-20 7.4
FY 2018-19 4.7
FY 2017-18 6.8
FY 2016-17 6.2
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
NU Vista Ltd.
RoCE
(In %)
FY 2020-21 8.40%
FY 2019-20 7.48%
FY 2018-19 2.56%
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
STRENGTHENING
OUR BRAND
The essence of our brand is rightly expressed by our tag line
‘Shaping a new world’. Underpinned by our values of integrity,
operational excellence and collaboration, the brand building
initiatives at Nuvoco are aimed at extending our reach further,
to create a platform that enables us to engage with customers.
Through advertisements on traditional and social media, we
continue to establish our brand presence.
Some of the key marketing initiatives undertaken during the year under review included:
24 lakhs 82 lakhs
Visits (June 2020 to Pageviews (June 2020
March 2021) to March 2021)
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
15
Virtual Pandal Hopping is pandal hopping and admiring all
the amazing pandal art. To ensure
Nuvoco enjoys a strong foothold in we enjoy the experience even during Million
the East and as part of our marketing the pandemic without having to Views on social media
efforts, we constantly endeavour to leave homes and incur expenses, we
initiate engaging campaigns for this
167K
developed a microsite https://vph.
geography. Durga Puja is undoubtedly nuvocohomeassist.com/ that provided
the most revered festival in Kolkata. a 360-degree walkthrough of the top
The festival imbibes a spirit of 30 Durga Puja pandals in Kolkata. This Pageviews for the microsite in
inclusiveness and care; synonymous one-of-its-kind campaign was covered mere 7 days
with the core values of Nuvoco. A by many media houses including
major part of this unique experience Bloomberg and Times of India.
14 lakhs+
Engagement
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
RCB Association
• Consumer promos for
This year as well, we were the associate sponsor for the Royal Challengers
products (Nirmax, Duraguard,
Bangalore (RCB). To promote our association, we ran three different campaigns
Concreto and Duraguard
namely, RCB Forecast, Spot Nuvoco and Meet and Greet with RCB players (Kohli
Microfibre) across various
and Chahal) on our social media pages. Winners of the Meet and Greet contest
cities in the country.
had a chance to virtually engage with the players.
• Brand promotion through
Television, Radio and Print
11 times
advertisements
• Over 15,200 spots for Radio
Trended on Twitter Campaigns on Doublebull
(Nationally) brand in priority markets
including engaging the
150
channel partners “on-air”
Outdoor Publicity and Shop Branding for Nuvoco Products across the country.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
OUR TEAM.
OUR PRIDE.
Our success depends on our ability to build a motivated and engaged
workforce. We are keen to attract the best talents from the industry
and create a conducive environment for them to flourish and grow.
With our constant focus on nurturing capabilities, we are constantly
aiming to fulfil collective endeavours as an organisation that is geared
to succeed.
At Nuvoco, we believe employee During the lockdown, our HR team In a fast-changing and innovative
engagement endeavours are critical to reached out to employees regularly. industry like ours, it is vital to upskill
the performance of the organisation We also strived to establish a sense and re-skill employees to remain
and our long-term success. However, of ‘belonging’ by encouraging relevant. We constantly strive to
the year under review was unlike any employees to ‘speak up’. They were cultivate a learning culture that
other year as we shifted to remote motivated to share their concerns steers business in the right direction,
working and had to close our factories and apprehension. Alongside, we integrating learning with day-to-day
during the lockdown. To boost organised virtual events and seminars work. During the year under review,
employee morale in a particularly to further strengthen the bond with apart from mandatory and technical
tough and challenging period, we our employees. training programs, we encouraged our
organised varied activities to keep our employees to productively utilize their
employees engaged and motivated. time during the lockdown by engaging
in skill development programs. We
also provided them a detailed list of
Ensuring Employee Safety
courses offered by MOOC platforms
At Nuvoco, safety is not just a Nuvocans demonstrated the non- such as Coursera & Udemy.
priority – it’s a core value. We are negotiable value of safety and their
morally obligated to do everything indomitable spirit in keeping Nuvoco’s
in our power to create safe and safety legacy alive. We achieved an
healthy working conditions for all onsite fatality free year after a gap of
our employees, contractors and 7 years (the last one was in FY 2014).
visitors. During the year under review,
54% Zero
YoY reduction in total Lost Time Injury in critical and
injury (including first aid) high risk activities
17% 100
YoY reduction in Lost Time Injury man-days+ of training on working at
Frequency Rate (LTIFR) heights and scaffolding across plants
31
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Supporting our people risks and insurance processes for timely audio announcements,
employees. regular sanitization of transport,
The true spirit of our people was 24X7 medical services, fogging of
visible during a challenging period. • Organised several programs to office spaces and foot-operated
As our people navigated through the address mental and physical washbasins for safety purposes
COVID-19 pandemic with intention, health of employees through were implemented across our
purpose, resilience, and adherence to online healing courses, daily factories and offices.
our company’s values, we thank them fitness regimes etc.
for their efforts to keep our families,
• Rewarded and recognised Covid
colleagues, and themselves safe while
warriors.
protecting the health and wellbeing of
our customers and communities. • Organized Total Productive
Maintenance (TPM) and technical
Nuvoco has remained focused on its
training sessions for plant officers
employees through various initiatives
through in-house experts.
including:
• Instilled a strong sense of
• Daily tracking of employee
discipline among employees and
wellbeing along with their families,
it helped volunteers from plants
offering necessary knowledge,
to deliver essentials and food to
assistance, and a sense of
many residents.
comfort.
• Preventive measures were also
• Provided financial aid for COVID-19
taken at the plants. Posters with
treatment and arranged educational
guidelines about the pandemic, Zero Contact Check-ups
online sessions on infection related
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Our external stakeholders play a major • Shared best construction dealers of Double Bull Cement
role in shaping our organisation. practices via Facebook live and took an #UmmeedSeZyada
Therefore, their well-being is a reached over 6 million individuals. ‘Mazboot Soch’ stand on the
prime concern for us at Nuvoco. We various social issues and took
continued to extend our community • Conducted video chats with pledges to do the right thing.The
benefit initiatives during 2020 and customers on emerging trends NU Vista team captured videos
undertook additional programs during and company’s offerings. and photos, and promoted them
the COVID-19 outbreak to strengthen on the social media pages. There
• Engaged in social media contests
our relations with our external were four such campaigns that
liked #LearnWinLeadContest to
stakeholders. The following initiatives were run during the Monsoons,
educate our stakeholders about
were undertaken: Diwali, Republic Day, and during
our product portfolio.
the Coronavirus Pandemic.
• Distributed 12,000 safety kits in
• Mazboot Soch was an organic
Eastern and Northern markets.
awareness campaign where
• Installed 750+ foot operated
handwash stations in Jharkhand,
Bengal and Chhattisgarh.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
ESG PRACTICES
AT NUVOCO
44.7MW
We strive to create value for all our
stakeholders through an integrated
approach and prudent decisions. Our
value creation focusses on optimising Waste heat recovery plant
both financial and non-financial returns Environment
to our stakeholders. We believe in
105MW
truly bringing a positive change with We consider environmental protection,
environmental, social, and governance energy efficiency and conservation,
(ESG) at the core of our operations. emission reduction and safety as
a priority to ensure compliance Captive power plant capacity
Our sustainable development initiatives to regulatory norms and enable
cover a wide range of activities— efficiency across our operations.
from harnessing clean technology Water Management
to utilisation of industrial wastes
Energy Utilisation
in cement production and energy
Water scarcity is a major concern
conservation. We also utilise renewable
We operate in an energy intensive around the world. At Nuvoco, we
energy, strive to reduce emissions and
industry and to mitigate the risks have taken an ambitious pledge to
rely on institutionalised mechanisms to
associated with energy utilisaton, we reduce water consumption by 5%, on
monitor environmental risks and adhere
have undertaken strategic initiatives a year on year basis. To ensure this,
to regulatory norms. We measure these
for energy sourcing and developed we have adopted the 5R concept of
activities within our business, projects,
our in-house capacity to cater to Reduce, Reuse, Recycle, Recharge
programs and activities to assess our
the energy demand. To reduce and Respect. We maintain zero liquid
direct and indirect contributions toward
our environmental footprint, we discharge from our operations. All
the UN SDG.
have installed 44.7 MW waste heat our manufacturing sites are equipped
recovery (WHR) power plant in all our with rainwater harvesting facilities
integrated plants that enable us to that ensure efficient utilisation of
reutilise the heat emitted from cement water for plantation and other utility
Environment
kilns during the clinker manufacturing purposes at the plant as well as the
process, to convert the heat into residential colonies situated around
electrical energy. This energy is the plant. Some of our manufacturing
then efficiently used to support the sites use lower benches of mine pit/
energy requirements of our plants. empty mine pits to store rainwater
Social We also focus on reducing specific and this has significantly improved
heat consumption (SHC) as well as the groundwater levels in the area.
specific power consumption (SPC) in The water conserved through this
the clinkerization and grinding units. project is utilised for varied purposes
We have actively adopted renewable like dust suppression on haul roads,
energy. Our Chittor and Bhiwani plants cooling at the plant and for watering
Governance are powered by a 500 KW capacity plants. Additionally, we share water
and 1 MW solar plant, respectively. with nearby villagers for irrigation and
utility purposes.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
12%
Carbon /Green Footprint
276
reduce the carbon footprint of our
manufacturing sites with the use of increasing the green cover across
low emission alternative fuels and our locations. So far, we have planted
alternative raw material to enhance more than one million saplings in the
litre/cum Water against a target
TSR, installation of WHRB Power vicinity of our manufacturing plants,
of 290 lit/cubic metres in RMX
plant of 44.7 MW; Solar Power Plant mines as well as our residential
Plants in FY 21
of 1.5 MW and Solar powered street colonies. Every year, we plant more
lights, replacement of LED lights with than fifty thousand saplings to
Waste Management CFL at all locations and production of increase green the cover.
blended cement with higher clinker
At Nuvoco, we strive to enable
1.5MW
ratio. Today, despite achieving one
efficient Waste Management
of the best quality products in the
practices at every step of the
market, we have one of the highest
manufacturing process. From
cementitious material additions in Renewable (solar) capacity
reducing leftovers to reusing
material, waste management
principles are implemented across
operations. We also use hazardous
and non-hazardous waste
generated from our operations
as alternative raw materials. We
enable the maximum allowable
addition of cementations material
(fly ash, granulated blast furnace
slag) to produce varieties of
blended cement.
37
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
programs and animal husbandry Water and Sanitation management process that advocates
programs are also a part of our optimum utilization of water. To
farmer enrichment program. At Nuvoco, we remain committed address challenges associated with
at ensuring efficient and mindful water shortage, we build bore-wells
use of water across our operations. and water tanks, repair hand pumps,
Understanding how we use water initiate pond deepening programs,
in our operations is a key step for expand water pipelines, and provide
understanding the risks associated clean drinking water to local villages
with water wastage. We, therefore, by opening Jalachhatra Kendra.
undertake a comprehensive water
Infrastructural Development
39
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Mr. Hiren Patel Mr. Kaushikbhai Patel Mr. Suketu Shah Mr. Berjis Desai
Chairman Non-Executive Director Non-Executive Director Independent Director
(upto April 7, 2021)
Mr. Hiren Patel is the Mr. Kaushikbhai Patel is Mr. Suketu Shah is a Mr. Berjis Desai is an
Chairman and a Non- a Non-executive Director qualified Chartered Independent Director of our
executive Director of our of our Company. He has Accountant, Cost & Works Company. He has been on
Company. He has been on been on the Board since Accountant and Company the Board since January 3,
the Board since November November 9, 2017. He Secretary. He joined 2017. He holds a bachelor’s
11, 2017. He holds a holds a bachelor’s degree Nirma Limited in 2013 degree in law from the
bachelor’s degree in in commerce from Gujarat and is presently part of its University of Bombay and a
engineering from Stevens University. He is a qualified Strategic Opportunities and master’s degree in law from
Institute of Technology, chartered accountant. He Finance teams. Mr. Shah has University of Cambridge.
New Jersey, USA and a has experience in strategy, expertise in Business and He has experience in private
master’s degree in business financial planning, mergers Financial Consulting, Capital client practice, business
administration from Drexel and acquisitions, direct tax Market Advisory, Business laws, transactional and
University, Pennsylvania, and capital markets. He has and Financial Due Diligence dispute resolution. He has
USA. He has been been associated with Nirma Reviews. His areas of previously been associated as
associated with the Nirma Limited since 2002. He is specialisation include M&A, a managing partner with J.
group since the year 1997. currently associated with Valuations and Corporate Sagar Associates, Advocates
He has experience in the The Kalupur Commercial Finance. He has previously & Solicitors.
cement, consumer goods, Co-operative Bank Limited two decades of consultancy
chemicals and health care as a director. experience; including sixteen
industry. He is presently the years at Deloitte India.
managing director of Nirma
Limited. He is also a trustee
of Nirma Education &
Research Foundation, which
runs the Nirma University
and Nirma Vidyavihar and
a member of the governing
board of Nirma University.
40
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Ms. Bhavna Doshi is an Independent Mr. Achal Bakeri is an Independent Mr. Jayakumar Krishnaswamy
Director of our Company. She has Director of our Company. He has been is the Managing Director of our
been on the Board since January 3, on the Board since April 7, 2021. He Company. He has been on the Board
2017. She holds a master’s degree holds a diploma in architecture from since September 17, 2018. He is
in commerce from University of Centre for Environmental Planning responsible for the cement, RMX and
Bombay. She is a qualified chartered
and Technology (CEPT) Ahmedabad modern building materials divisions of
accountant. She was elected to the
and a master’s degree in business our Company. He holds a bachelor’s
Western India Regional Council of the
ICAI and held position of Secretary administration from the University degree in engineering (mechanical)
and chairperson. She was also of Southern California, USA. He has from University of Delhi. He has
elected to the Council of ICAI and has experience in air cooler industry. He is experience across FMCG, paint, and
also served as the chairperson and the promoter, chairman and managing coating industry. He has previously
member of the Accounting Standards director of Symphony Limited. been associated with Hindustan
Board of India and the Research Unilever Limited and Akzo Nobel
Committee of ICAI. She has been a India Limited.
member of the Compliance Advisory
Panel of International Federation of
Accountants, New York and also a
member of the Government Accounting
Standards Advisory Board constituted
by the Controller and Auditor General
of India. She was elected as the
president of the Indian Merchant’s
Chamber and is currently serving on
the President’s Advisory Committee of
the Indian Merchant’s Chamber. She
is also a member of the Corporate
Governance Committee of CII and
the managing committee member
of Assocham. She has experience
in taxation, accounting, corporate
and regulatory matters. She has
previously been associated as partner
in chartered accountant firms like B. S.
Mehta & Co., RSM & Co. and Bharat S.
Raut & Co. (member firm of KPMG in
India).
41
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Mr. Jayakumar Krishnaswamy Mr. Manan Nutanbhai Shah Ms. Shruta Sanghavi
Managing Director Non-Executive Director Non-Executive Director
Mr. Jayakumar Krishnaswamy is Mr. Manan Shah is the Non-Executive Ms. Shruta Sanghavi is the Non-
the Non-Executive of the Company Director of the Company since July Executive Director of the Company
since July 21, 2020 and thereafter 21, 2020. since July 21, 2020. She has rich
appointed as the Managing Director experience of over 25 years in
from December 02, 2020. He holds He is a Commerce graduate and a Company Secretarial, Corporate
a bachelor’s degree in engineering Chartered Accountant by profession. Governance, Fund Raising, and
(mechanical) from University of Delhi. He has more than twenty one years Amalgamation and Merger activities,
He has experience across FMCG, of experience in Investment Banking, Buyback of Equity Shares, Foreign
paint, and coating industry. He has Banking and Finance and M&A. Collaboration and Joint Ventures.
previously been associated with She holds a Post Graduate degree in
Hindustan Unilever Limited and Akzo Commerce from Mumbai University
Nobel India Limited. and is a qualified Company Secretary.
She has previously been associated
with Allcargo Logistics Ltd., Tata
Motors Ltd, Punjab Chemicals, Bank
of Baroda.
42
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Mr. Chawla has been on the Board Mr. Berjis Desai is an Independent
since January 2017 and was re- Director of the Company. He is the
designated as the Non- Executive Non- Executive, Independent Director
Director from December 02, 2020. of the Company since April 14, 2021.
Mr. Chawla has more than thirty-five He holds a bachelor’s degree in law
years of experience in Cement and from the University of Bombay and a
Aluminium Industry. He has worked master’s degree in law from University
with companies like Emami Cement of Cambridge. He has experience in
Limited, Dangote Cement Plc., private client practice, business laws,
transactional and dispute resolution.
Hindalco and ACC Limited.
He has previously been associated
Mr. Chawla has a bachelor degree as a managing partner with J. Sagar
in Engineering from Ravishankar Associates, Advocates & Solicitors.
University, Raipur and a Diploma
in Management from Indira Gandhi
National Open University. He has also
completed the Senior Leadership
program from International Institute
for Management Development,
Lausanne, Switzerland and the
Advanced Management Program from
INSEAD Fontainebleau, France.
43
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
44
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Ms. Manisha Kelkar Mr. Rajiv Ranjan Thakur Mr. Vinit Kumar Tiwari
Human Resources & Industrial Finance Marketing & Sales
Relations
45
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
AWARDS
Some of the salient awards we won during the year included:
: 201821012863
Chittor Cement Plant (CCP) vkosnu la- / Application No.
was awarded the 21st National Qkby djus dh rkjh[k / Date of Filing : 04/04/2018
Energy Efficiency Unit Award : NUVOCO VISTAS CORP. LTD.
isVsaVh / Patentee
for ‘Excellence in Energy
Management’ that was conducted
çekf.kr fd;k tkrk gS fd is V s a V h dks mijks ä vkos n u es a ;FkkçdfVr WATER RESISTANT CEMENT
virtually by the Confederation of COMPOSITION uked vkfo"dkj ds fy,] isVsaV vf/kfu;e] 1970 ds mica/kksa ds vuqlkj vkt rkjh[k 4th day
Indian Industries (CII). of April 2018 ls chl o"kZ dh vof/k ds fy, isVsaV vuqnÙk fd;k x;k gSA
It is hereby certified that a patent has been granted to the patentee for an invention
entitled WATER RESISTANT CEMENT COMPOSITION as disclosed in the above
mentioned application for the term of 20 years from the 4th day of April 2018 in
Chittor Cement Plant (CCP) accordance with the provisions of the Patents Act,1970.
46
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Nuvoco won
the ‘FICCI CSR
Award 2018-19’
in the Education
category for the
project ‘Shikshit
Sunderhattu’ near
Jojobera Cement
Plant (JCP) at the
18th edition of
FICCI CSR Awards.
47
NUVOCO
VISTAS
CORP. LTD.
STATUTORY
REPORTS
Board’s Report 49
Board’s Report
To, for goods and services have been sizable. In order to contain
The Members of the spread of COVID-19, lockdowns were announced which
Nuvoco Vistas Corporation Limited were subject to successive extensions. Economy has been
sequentially improving post Q2 FY 2020-21. The Company
The Directors present their Twenty Second Annual Report resumed operations in a phased manner corresponding to
along with the Audited Financial Statements for the financial the directives of the relevant government authorities. The
year ended March 31, 2021. Company continued to reinforce the key priorities as short
term measures, which are to conserve cash, control fixed
FINANCIAL HIGHLIGHTS costs while continuing to invest in some of the growth areas.
(H in crores)
Amidst the challenging environment, the outlook of cement
Standalone Consolidated industry for the short term continued to remain uncertain;
Particulars
2020-21 2019-20 2020-21 2019-20 the long-term outlook continues to be positive on account of
the various economic reforms and momentum in the rural
Income infrastructure. Certain several policy measures announced
Revenue from operations 5,805.35 6,793.24 7,488.83 6,793.24
by Government of India and Reserve Bank of India provided
Other income 83.41 36.70 33.84 36.70
relief to the affected sections of the economy to support the
Total Income 5,888.76 6,829.94 7,522.67 6,829.94
process of recovery.
Total expenses 5,789.27 6,443.19 7,486.17 6,443.19
Profit before tax 99.49 386.75 36.50 386.75 The Indian economy, which was showing signs of recovery
Tax expenses 76.71 137.50 62.45 137.50
in early 2021 after the first COVID-19 surge, was hit by the
Profit for the year 22.78 249.25 (25.95) 249.25
second wave of the pandemic, thereby enforcing lockdowns
Other comprehensive
of varying severity, leading to reduced mobility and
income
Items that will not be
unemployment. However, the economic impact of the second
reclassified to Profit wave is not as severe as that of the first. The localised nature
or Loss of lockdowns, better adaptation of people to work-from-
Re-measurements 4.40 (4.67) 4.58 (4.67) home protocols, online delivery models, e-commerce, and
gains/(losses) of post- digital payments were helpful in adapting to the situation.
employment benefit
The domestic vaccination drive will be crucial in containing
obligation
short-term risks to domestic economic recovery.
Income tax related to (1.54) 1.64 (1.65) 1.64
above
While the world was grappling with a situation that caught
Other comprehensive 2.86 (3.03) 2.93 (3.03)
everyone off-guard and pervaded every facet of our lives;
income for the year
Total comprehensive 25.64 246.22 (23.02) 246.22
the Company ensured that all its stakeholders were safe
income for the year and secure. Moreover, employees stepped forward to
support the channel partners (dealers and sub-dealers)
Pursuant to the provisions of the Companies Act, 2013 (the and local communities by contributing a day’s salary that
“Act”), the Financial Statements of the Company have been went towards their welfare. Plant teams and their families
prepared in accordance with the Indian Accounting Standards volunteered to support the nearby villages by producing and
(“Ind AS”) notified under the Companies (Indian Accounting distributing face masks, food packets, and other essential
Standards) Rules, 2015 as amended from time to time. services. Together, the Plant and Sales teams were able
to distribute approximately 12,000 safety kits in the East
GLOBAL PANDEMIC – COVID-19 AND ITS RESURGE and North markets. They also supported the installation
of approximately 750 hand wash stations (a foot-operated
The outbreak of COVID-19 has resulted in a global health crisis washbasin developed in-house that enables people to
and triggered a global economic downturn and contraction. avoid handling taps or soap dispensers) at public places
Governments across the world instituted measures to control in Jharkhand, Bengal and Chhattisgarh markets and also
the spread of COVID-19, including lockdowns, quarantines, provided other necessary equipments. The lockdown period
shelter-in-place orders, school closings, travel restrictions, has brought to the fore a number of creative solutions, which
and closure of non-essential businesses. The negative effects the Company has endeavoured to replicate across all its
of the pandemic on, among other things, supply chains, global locations. All plants have dedicated isolation rooms to attend
trade, mobility of persons, business continuity and demand to anyone diagnosed with any of the COVID-19 symptoms.
49
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
50
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Earnings before Interest, Depreciation, Tax and Amortisation located in Mumbai. This NABL-accredited facility serves as
(“EBIDTA”) stood at H 1,494.33 crores; an increase of 12% as the incubation centre for innovative products across the
compared to H 1,333.84 crores earned in the previous year. This Cement, Ready-Mix Concrete and Modern Building Materials
increase was mainly on account of the EBITDA from NVL w.e.f. businesses.
July 14, 2020. The total comprehensive loss for the year was
H 23.02 crores as compared to the total comprehensive income The Company operates across 3 (three) business divisions;
of H 246.22 crores in the previous year. This was primarily front-lined by robust and salient brands:
attributed to lower sales due to the country-wide lockdown on
• Cement
account of COVID-19.
• Ready-Mix Concrete
Standalone: • Modern Building Materials
51
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
plants; under stringent quality conditions, on-time delivery Artiste range of concrete that presently comprises Lumos,
and a wide range of innovative Value Added Products (“VAP”) Engrave, Coarse, Bare and Hue.
to help customers save time and money are the reasons
for the Company being the most preferred RMX partner in Concreto Permadure, a water-and-cracks-resistant concrete,
India. The Company offers standard concrete in a number of improves the durability of the structure by minimizing
strengths ranging from M5 to M40 (and above, if required). micro-cracks and water seepage. Concreto Permadure is
It’s VAPs like Artiste (range of decorative concrete), Concreto produced by carefully proportioning of cement, sand and
Agile (self-compacting concrete), Concerto Xlite (low-density aggregates along with specialized water-resistant chemicals
concrete), and InstaMix (bagged, ready-to-use concrete; the and engineered fibres. As the concrete comprises of an
first-of-its-kind in the industry) have enabled the Company to integral waterproofing compound and fibres; this results in
develop a distinctive competitive edge. a more cohesiveness mix and reduced segregation. It has
been created to specifically address the needs of the IHB
With an aim to sustainably nurture and grow an expanding segment, which often struggles with these issues.
portfolio of brands, the RMX business clubbed its various
offerings in verticals that clearly enunciated the customer Concreto Ecodure provides a strong foundation by
benefit. The resulting brands and their characteristic benefit controlling thermal cracks in mass concrete foundation
are as follows: and offering improved durability. Concreto Ecodure ensures
a very cohesive and uniform mix by providing durable and
• Concreto (Performance) impervious concrete for all types of substructure and
• InstaMix (Convenience) foundations. It is produced with high strength cement,
pozzolanic materials, specialized admixture, and by carefully
• Artiste (Aesthetics)
proportioning all concrete ingredients, which is effective in
• X-CON (Professional) reducing the permeability of concrete thereby preventing
chloride and sulphate ion attack on reinforcements. It is
The Company launched 4 (four) new products in this
pumpable and can be poured with ease into places that are
business division in the year under review, namely, InstaMix
difficult to reach. It helps in maintaining uniform levels and
Xpress, Artiste Signature Collection, Concreto Permadure
is very compact.
and Concreto Ecodure.
Modern Building Materials (“MBM”)
InstaMix Xpress, a high-performance, pre-mixed, ready-to-
use, bagged, dry concrete. It is a pre-blended mixture of The Company’s MBM business division covers new-age
Cement, Sand and Aggregates with special admixture, and innovative products that deliver unique customer-centric
produced in a controlled environment. InstaMix Express is solutions. This business division has 2 (two) brands; Zero M
fast, easy-to-use, and can be used in just three steps – Open, and InstaMix. Zero M consists of Construction Chemicals
Mix and Pour. All one needs to do is open the bag in a pan or like an integral water-proofing compound and multipurpose
mechanical mixer as per the requirement; add 4-5 litres of agents like Acrylic Power and Latex Expert; as well as Wall
potable water per bag and mix the concrete uniformly; and Putty, Tile Adhesive and Cover Blocks. InstaMix consists of
finally, pour the preparation without making a mess. InstaMix dry pre-mix cement application products that are convenient
Xpress is available in 4 variants- 20MPa, 25MPa, 30MPa while promising consistent and reliable quality.
and 40MPa 28 days compressive strength. It is ideal for a
wide range of concrete applications, for instance, structural The Company unveiled 4 (four) innovative products under this
repairs, IHB slabs and beams, columns, and staircases, to business division in FY 2020-21: 3 (three) under the Zero M
name a few. brand and 1 (one) under the InstaMix brand to complement
the existing InstaMix Plastosmart.
Artiste Signature comprises unique patterns, splendid
textures and preeminent designs that are versatile, providing Zero M Type 3 Premium cover blocks have become a
nearly endless design options when combined together. favourite within a short duration of their launch. The uniquely
Along with the offerings from International Designs, with its designed Zero M Type 3 cover block offers 3 sizes at the
earthy patterns and hues this entire collection represents same price instead of its predecessor, which offered only 2
brilliance in creativity that can convert a dream abode into a sizes. This enhanced value proposition was fast accepted by
masterpiece. Artiste Signature Collection is created by none the customer and this product became an instant hit.
other than the well-acclaimed celebrity designer Gauri Khan.
The Artiste Signature Collection is a ‘Proprietary Signature Zero M Germicheck Anti-Microbial Wall Putty was launched
Collection’ that is specially crafted and available exclusively in January 2021. It is India’s first Anti-Microbial Wall Putty
for Company’s customers, in a limited edition only. The that delivers certified protection against 10 different kinds of
Artiste Signature Collection is an addition to Company’s Microbes. Zero M Germicheck Anti-Microbial putty is effective
52
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
against bacteria, fungus and algae. Moreover, its human Court which got admitted in October, 2018, with a direction
safe technology ensures that it is safe for one’s family and that the COMPAT judgment, delivered by the NCLAT, will
applicators, too. Zero M Germicheck Anti-Microbial putty is continue in the meantime. In view of this interim order of the
an innovation that improves the indoor air environment and Hon’ble Supreme Court, the Company has deposited 10%
positively impacts people. of the penalty amount as a fixed deposit with the NCLAT
for a period of 6 months, renewable at periodical intervals.
Zero M WaterShield IWC+ is targeted at the popular Subsequently, NCLAT has passed orders from time to time
integral water proofing market segment. This product has extending the renewal of the fixed deposit.
strengthened Company’s Construction Chemical portfolio
by complimenting its premium Zero M WaterShield product, In terms of the Indemnity clause under the Share Purchase
which delivers 40% more compared to other integral water Agreement, the Company is indemnified against the penalty
proofing compounds. Zero M Watershield IWC+ comes in levied by the CCI. The Company is only a facilitator and the
an attractive blue colour packaging and offers corrosion litigation is principally handled by Financier Lafarge SAS and
resistance and increased workability; it also prevents cracks Holderind Investments Limited (the erstwhile shareholders).
in addition to the water proofing benefit. The Company has filed a petition under Section 9 of
Arbitration and Conciliation Act, 1996 before the Hon’ble
InstaMix Bond-Aid is a high quality mortar for joining all Delhi High Court against the erstwhile shareholders to
types of substrates like AAC (Autoclaved Aerated Concrete) protect itself against costs, if any, in view of the Indemnity
blocks, concrete blocks, hollow blocks and bricks. Its unique Clause. The matter is sub-judice before the Hon’ble Delhi
SRM technology delivers high bond strength in just 2-3mm High Court.
joint thickness which is very thin compared to a conventional
mortar which needs a 12-18mm thick joint. With the growing
use of AAC blocks, InstaMix bond-aid is poised for high FINANCE
growth.
Consolidated
CHANGE IN THE NATURE OF BUSINESS, IF ANY The Cash flows from operations were positive H 1,717.34
crores (as at March 31, 2020 H 1,028.03 crores). Spend on
The Company continued to provide various products under capex was H 551.66 crores (as at March 31, 2020 H 569.48
Cement, RMX and MBM to its customers and hence, crores). The gross borrowing of the Company as at March
there was no material change in the nature of business or 31, 2021 stood at H 7,642.01 crores (as at March 31, 2020
operations of the Company, which impacted the financial H 4,463.27 crores). Cash and bank balances stood at
position during the year under review. H 527.75 crores (as at March 31, 2020 H 510.86 crores). The
Net Debt to Equity stood at 0.92 times (as at March 31, 2020
0.75 times).
MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE COMPANY Standalone
There are no material changes and commitments affecting The Cash flows from operations were positive H 1,386.23
the financial position of the Company, subsequent to close crores (as at March 31, 2020 H 1,028.03 crores). Spend on
of FY 2020-21 till the date of this Board’s Report. capex was H 520.33 crores (as at March 31, 2020 H 569.48
crores). The gross borrowing of the Company as at March
SIGNIFICANT AND MATERIAL ORDERS PASSED 31, 2021 stood at H 5,545.97 crores (as at March 31, 2020
BY THE REGULATORS OR COURTS OR TRIBUNALS H 4,463.27 crores). Cash and bank balances stood at
H 442.69 crores (as at March 31, 2020 H 510.86 crores). The
During the year under review, no significant and material Net Debt to Equity stood at 0.65 times (as at March 31, 2020
orders have been passed by any Regulator or Court or 0.75 times).
Tribunal which would impact going concern status of the
Company and its future operations.
CREDIT RATING
Ongoing Cement Cartelization Case
CRISIL has put its rating on the long term bank facilities
The appeal filed by the Company against the order of CCI for and debt programme of the Company on ‘Rating Watch
levying penalty of H 490 crores on the Company was heard with Developing Implications’ as on April 1, 2020, following
and dismissed by National Company Law Appellate Tribunal an announcement of the Company entering into a binding
(“NCLAT”) in July 2018. Against the order of NCLAT, the agreement to acquire 100% stake in NVL. CRISIL has
Company had filed an appeal before the Hon’ble Supreme reaffirmed the rating on short-term facilities and commercial
53
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
paper at ‘CRISIL A1+’. CRISIL, on July 31, 2020 reaffirmed Issue of Shares Pursuant to Rights Issue
the rating at ‘CRISIL AA’, ‘CRISIL AA-’ and assigned a
‘Negative’ outlook. CRISIL has reaffirmed the rating on The Company has allotted 54,545,455 and 18,181,819 fully
short-term facilities and commercial paper at ‘CRISIL A1+’. paid up equity shares having face value of H 10/- each of the
Company to Niyogi Enterprise Private Limited (the “Holding
India Ratings and Research (“Ind-Ra”) had affirmed the Company”) on Rights basis on June 8, 2020 and July 22,
Company Long-Term Issuer Rating at ‘IND AA’, while 2020, respectively. This resulted in increase in the issued,
resolving the Rating Watch Evolving (“RWE”) on October 16, subscribed and paid-up share capital of the Company to
2020, following an announcement of the Company entering H 3,150,890,610; divided into 315,089,061 equity shares
into a binding agreement to acquire 100% stake in NVL. having face value of H 10/- each.
54
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
review, the Company has on April 16, 2021, fully redeemed Board Committees
the outstanding balance of the said NCDs.
The Board, at its Meeting held on April 7, 2021, has
As on March 31, 2021, NCDs aggregating H 2,700 crores constituted the Stakeholders Relationship Committee and has
were outstanding. reconstituted the Audit and Corporate Social Responsibility
Committees. The Composition of the Committees of the
All the NCDs of the Company are listed on the Debt segment Board has been provided in the “Corporate Governance
of the National Stock Exchange of India Limited (“NSE”). Report”.
Directors In accordance with Section 152 of the Act and the Articles
of Association of the Company, Mr. Kaushikbhai Patel
Resignation of Director (DIN: 00145086), Non-Executive Director of the Company,
retires by rotation at the ensuing 22nd Annual General
Mr. Suketu Shah (DIN: 07211283), Non-Executive Director, Meeting (“AGM”), and being eligible, has offered himself for
has stepped down from the Board of the Company w.e.f. reappointment. Attention of the Members is invited to the
April 7, 2021. relevant item in the Notice of the ensuing 22nd AGM.
Appointment of Director Declaration from Independent Directors
The Board and the Members of the Company at their The Company has received declarations from all Independent
respective meetings held on April 7, 2021, based on the Directors confirming that they meet the criteria of
recommendation of the Nomination and Remuneration independence as prescribed under Section 149(6) of the
Committee, appointed Mr. Achal Bakeri (DIN: 00397573) as Act. There has been no change in the circumstances affecting
an Independent Director of the Company w.e.f. April 7, 2021 their status as Independent Directors of the Company.
for a period of 3 (three) years.
55
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
BOARD EVALUATION and improper practices and events, which have taken
place/ reasonable apprehension involving: (a) Abuse of
Pursuant to Sections 134 and 178 of the Act, performance authority; (b) Breach of contract; (c) Negligence causing
evaluation of the Board, its Committees and Individual substantial and specific danger to public health and safety;
Directors including the Chairman of the Company was (d) Manipulation of the Company’s data/records; (e)
carried out. The evaluation framework for assessing the Financial irregularities, including fraud or suspected fraud or
performance of the Directors of the Company comprises of deficiencies in internal control and check, or deliberate error
contributions at the meetings, strategic perspective or inputs in preparations of financial statements, or misrepresentation
regarding the growth and performance of the Company. of financial reports; (f) Any unlawful act; whether criminal/
civil; (g) Pilferage of confidential/propriety information;
Further, the Independent Directors of the Company, at
(h) Deliberate violation of law/regulation; (i) Bribery or
their exclusive meeting held during the year under review,
corruption; (j) Harassment; (k) Retaliation; (l) Breach of
appraised the performance of the Board, its Chairman and
IT security and data privacy; (m) Social media misuse; (n)
Non-Executive Directors and other matters as required under
Wastage/misappropriation of Company’s funds/assets; (o)
the Act and assessed the quality, quantity and timelines
Taking kickbacks/seeking bribes, forgery, misuse of the
of flow of information between the management of the
Company’s resources, etc; (p) Breach of Company’s policies
Company and the Board that is necessary for the Board to
or failure to implement or comply with any existing policies
effectively and reasonably perform its duties.
of the Company, as notified from time to time, by or against
the Directors and employees, etc.
DIRECTORS/ KEY MANAGERIAL PERSONNEL
Further, the mechanism adopted by the Company encourages
During the year under review, there was no change in the Key the Whistleblower to disclose the reportable matters to the
Managerial Personnel (“KMP”) of the Company. Whistle Officer who in turn reports the matter to the Ethics
and Compliance Committee for further action. The Policy sets
As at March 31, 2021, following are the KMP of the Company: out a detailed mechanism of investigation and also provides
for adequate safeguards against retaliation and victimization
- Mr. Jayakumar Krishnaswamy, Managing Director
of the Whistleblower, who avails of such a mechanism and
- Mr. Maneesh Agrawal, Chief Financial Officer also provides for direct access to the Chairman of the Audit
- Ms. Shruta Sanghavi, Company Secretary Committee, in appropriate or exceptional cases. The Audit
Committee supervises the development and implementation
of the Policy, including the work of the Ethics and
REMUNERATION POLICY Compliance Committee. Co-ordination of the investigation
of any serious Protected Disclosures concerning the alleged
The Nomination and Remuneration Committee has framed
violation of laws or regulations is the responsibility of the
a policy on the appointment and remuneration for Directors
Audit Committee. During the year under review, the Company
and Senior Management Personnel, including criteria for
has received 7 (seven) complaints under the Whistleblower
determining qualifications, independence of a Director and
Policy, which were resolved expeditiously. There were no
other related matters, in accordance with Section 178 of the
pending complaints at the end of the year.
Act and the Rules framed thereunder. The salient features of
the Policy are set out in the Corporate Governance Report, It is affirmed that no personnel of the Company has been
which forms part of the Annual Report. denied access to the Ethics and Compliance Committee and
Audit Committee.
Subsequent to the year under review, the Board at its Meeting
held on April 7, 2021 had amended the Remuneration Policy Subsequent to the year under review, the Board at its Meeting
of the Company. The amended Remuneration Policy is held on April 7, 2021 had amended the Whistleblower
available on the Company’s website www.nuvoco.com. Policy and the same is hosted on the Company’s website
www.nuvoco.com.
WHISTLEBLOWER POLICY AND VIGIL MECHANISM
CODE OF BUSINESS CONDUCT
The Company has adopted a Whistleblower Policy (the
“Policy”) and established the necessary vigil mechanism, The Company has laid down a robust Code of Business
which is in line with Section 177 of the Act. Pursuant to Conduct, which is based on the principles of ethics, integrity
the Policy, the Whistleblower can raise concerns relating to and transparency.
Reportable Matters such as general malpractice/unethical
56
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
RISK MANAGEMENT to improve their quality of life and thus creating shared value
both for nearby communities and the Company. Through
The Company has a Business Risk Management framework in the 5 (five) pillars of the CSR Policy, namely Surakshit
place to identify, evaluate business risks and opportunities. Bharat (Safety), Swastha Bharat (Health), Shikshit Bharat
This framework focuses to assess risks to the achievement (Education), Saksham Bharat (Employability) and Sanrachit
of business objectives and to deploy mitigation measures. Bharat (Infrastructure), the Company continues to foster a
safe and responsible environment for sustained development.
The framework has been established across the organisation
and is designed to identify, assess and frame a response The brief outline of the CSR Policy of the Company and
to threats that affect the achievement of its objectives. The initiatives undertaken by the Company on CSR activities
Company’s management systems, organisational structures, during the year under review are set out in Annexure 1
processes, standards, code of conduct, and behaviours of this Board’s Report in the format prescribed in the
together govern how the Company conducts its business and Companies (Corporate Social Responsibility Policy) Rules,
manages associated risks. 2014. Subsequent to the year under review, the Board at its
Meeting held on April 7, 2021 amended the CSR Policy. The
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY amended CSR Policy is hosted on the Company’s website
www.nuvoco.com.
The Company has in place adequate internal financial controls
befitting the size and complexity of its operations. Controls
CONSOLIDATED FINANCIAL STATEMENTS
were tested during the year under review and no reportable
material weakness in the operations or in the design were A statement containing the salient features of the Financial
observed. These controls are periodically revisited to ensure Statements, including the performance and financial position
that they remain updated to the change in environment. of the Joint Venture and the wholly owned subsidiary as per
the provisions of the Act, is provided in the prescribed Form
The Board has laid down Internal Financial Controls and believes
AOC-1, which is annexed as Annexure 2.
that the same are commensurate with the nature and size
of its business. Based on the framework of internal financial Pursuant to Section 129 of the Act, the attached Consolidated
controls; work performed by the internal, statutory and external Financial Statements of the Company have been prepared in
consultants, including audit of internal financial controls over accordance with the applicable Ind AS provisions.
financial reporting by the Statutory Auditors; and the reviews
performed by the Management and the Audit Committee, the The Company will make available the said Financial
Board is of the opinion that the Company’s Internal Financial Statements, including consolidated financial statements,
Controls were adequate and effective during FY 2020-21 for auditor’s report and other documents, upon the request by
ensuring the orderly and efficient conduct of its business, any Member and Debenture Holder of the Company. These
including adherence to the Company’s policies, the safeguarding Financial Statements will also be kept open for inspection
of its assets, the prevention and detection of frauds and errors, electronically by any Member and the Debenture Holder of
the accuracy and completeness of accounting records, and the Company during business hours on working days up to
timely preparation of reliable financial disclosures. the date of the ensuing 22nd AGM.
57
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Details of Loans, Securities and Investments covered under The statement containing particulars of employees as
the provisions of Section 186 of the Act read with the Rules required under Section 197(12) of the Act read with Rule 5(2)
framed thereunder are given in the Notes to the financial and (3) of the Companies (Appointment and Remuneration
statements. of Managerial Personnel) Rules, 2014 forms part of this
Board’s Report. Further, in terms of Section 136 of the Act,
the Annual Report and the Audited Financial Statements
AUDITORS
are being sent to the Members and others entitled thereto,
Statutory Auditors and Their Report excluding the aforesaid statement. The said statement is
available for inspection electronically by the Members of the
M/s MSKA & Associates, Chartered Accountants (Firm Company during business hours on working days up to the
Registration Number 105047W) (“MSKA”) were appointed as date of the ensuing 22nd AGM. If any Member is interested
Statutory Auditors of the Company by the Members at the in obtaining a copy thereof, such Member may write to the
19th AGM held on September 27, 2018 to hold office up to the Company Secretary in this regard.
conclusion of the 23rd AGM of the Company to be held in the
year 2022; and have confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company.
HEALTH, SAFETY AND ENVIRONMENT (“HSE”)
As per Section 148 of the Act read with the Companies (Cost FY 2020-21 was a challenging year from the HSE perspective.
Records and Audit) Rules, 2014, the Company is required The entire world was fighting COVID-19; with several lives
to prepare, maintain as well as have the audit of its cost being claimed across the globe. The Company worked
58
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
systematically and implemented various COVID-19 infection non-negotiable tenets of the Company. The spirit of winning
control measures. The HSE team closely monitored the and agility was visible across all levels of the organisation.
effectiveness and adequacy of planned and implemented Every function articulated its Functional Strategic Actions
control systems during the COVID-19 pandemic to ensure in line with the Company Strategic Actions. The Company
that there was no or minimal impact on the business and adapted to and implemented a Management Routine in a
staff. virtual form and cascaded the annual objectives across the
organisation. Extensive training sessions on Virtual Meeting
Despite the challenges posed by the prevalent COVID-19 Etiquettes were also conducted to improve the efficiency of
environment; the HSE team’s performance in the year under virtual meetings.
review showed improvement over the previous year. This is
illustrated by some of the achievements stated below: In accordance with our commitment to build a sustainable
organisation, while pursuing revenue and profitability;
1. Zero Onsite Fatality, which was accomplished after a the Sales and Manufacturing functions also focused on
gap of 7 (seven) years. There was no loss of life due to implementing world-class operating processes through the
accidents in FY 2020-21. “LEAP O” and “LEAP S” programmes. Similar functional
process improvements have been taken up as an important
2. Reduction of 54% in Total Injury and 17% in Loss Time
agenda by all functions for the next two years.
Injury Frequency Rate (“LTIFR”) vis-à-vis FY 2019-20.
Identifying and nurturing young talent was an important area
3. No Loss Time Injury (“LTI”) during critical activities like
of focus during the year under review. These high-potential
shutdowns, silo cleaning and RMX plant dismantling.
employees underwent Development Centres Training
4. Increase in the reporting of Unsafe Conditions by 35%. Programmes, and their specific development needs were
dovetailed into the annual training calendar. A mentoring
5. Increase in the reporting of Unsafe Acts by 27%. programme, ‘Inspiring Insights’ was also kicked-off to
accelerate and track their development journey.
6. Introduction of the ‘Behavioural Improvement with
Realization and Development (Reprimand system)’. The Industrial Relations situation in the Company continued
to be cordial during the year under review. The union and the
7. Reduction in total water consumption by 12% over FY
workmen continued to extend their full support in achieving
2019-20.
maximum productivity and promoting the safety culture
8. Commissioning of One Megawatt Solar Power Station at within the organisation.
Bhiwani Cement Plant to reaffirm our commitment to
The Company aspires to be in the top quadrant of Best
sustainability.
Employers to work for and started its journey with
During the year, the Company has received 13 (Thirteen) participation in first external survey two years ago. Following
Awards from various prestigious organisations like Indian continuous commitment to working on the feedback
Chamber of Commerce (“ICC”), Confederation of India received, the dipstick survey this year showed significant
Industry (“CII”), and Director General of Mines Safety improvement in most of the areas of concern that arose in
(“DGMS”), for making significant contributions in the field of the previous year’s survey. Overall employee engagement
“OCCUPATIONAL HEALTH AND SAFETY”. score moved from 76% to 83%. The Company provides a
congenial work atmosphere for all employees, which is
The Company celebrated the Health, Safety and Environment free from discrimination and harassment, including sexual
Month from mid-February to mid-March 2021 by launching harassment. To boost efforts on creating a sustainable and
a theme for the year “Safety – No Compromise, STOP future-ready organisation, a ‘Diversity and Inclusion Agenda’
and Re-organize”. Various theme-based activities were has been redefined by the Talent Acquisition team. Apart
conducted across the organisation to develop and improve from just providing equal opportunities of employment to
the intervention practices at all levels. all, irrespective of their caste, religion, colour, gender; it also
encompasses an industry mix and qualifications.
HUMAN RESOURCES Employees were offered e-Learning opportunities like the
One Hour Learning platform, which is an e-learning tool
The Company’s vision, mission, core values and expected
that has a multitude of courses on Functional, Behavioural
behaviours were clearly communicated to all employees to
and Leadership skills. Apart from focusing on development
ensure this culture is instilled into all employees. While dealing
of officers, Company also introduced virtual sessions for
with the unprecedented COVID-19 crisis, all employees
spouses and children.
displayed an unwavering commitment to the values and all
59
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Initiatives in the Wake of COVID-19 Using the ‘Business Partnership’ approach, the IM function
has entrenched itself in each of the Company’s business
In order to keep employees apprised of the risks involved in functions, ably backed by an experienced IM team. This
contracting COVID-19, the Company organised a number of function is responsible for formulating and administering
interactive sessions with empanelled and external medical the IM strategy and policies, IS/IT security, IT standards and
specialists at various times through the year. Employees, solutions, information risk management, and governance.
along with family members, attended these sessions and
have benefited greatly in understanding how to identify Through the ‘IM Centre of Excellence’ mode, the IM function,
early symptoms, different tests and treatments and home supports country-wide robust and scalable IT Infrastructure
isolation guidelines. The programme was extended to and Services (DC/DR/LAN/WAN/Collaboration/AV tools), and
greatly appreciated by the Company’s channel partners and Enterprise Business Applications including SAP, Ariba, and
dealer network. The Company also invested in providing an Business Intelligence Tools for Core Business Functions. For
additional top-up equivalent to the individual base sums of Industrial IT Automation, systems like IP-21, BCMix, Labmix,
employees’ Mediclaim policies, which specifically include QIMS, etc are implemented.
expenses for the treatment of COVID-19. A Central Medical
Helpdesk was introduced, which caters to employees’ The IM systems and audio/video platforms are designed for
COVID-19 related queries across the country and provides an “Office Anywhere” facility with the highest IS/IT security
24*7-support to with respect to appointments with medical standards and platform to protect Company’s information
practitioners, tests, coordination with nearby hospitals. assets, while working remotely.
In addition, Helpdesk has also started maintaining central
As a future roadmap, the IM function engages with business
database on vaccination status of all employees and family
transformation projects in deploying enterprise architecture
members across locations, this helps leadership team and
through S4-HANA technology platform, best practices and
HR to identify locations where it is particularly slow and
digital technologies like Artificial Intelligence, Cloud, Mobility,
initiate special tie ups. Special financial assistance packages
Analytics and IOT, and ChatBot.
are offered to families of employees who lost life in COVID-19
battle. Company enhanced OHCs ability to support through
investment in additional medical staff and also specific CONSERVATION OF ENERGY, TECHNOLOGY
equipments like oxygen Concentrators. ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
INFORMATION TECHNOLOGY The information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
The Company’s Information Technology (or Information
stipulated under Section 134(3)(m) of the Act and Rules
Management/IM as it is known) function, works closely with
framed thereunder, is annexed as Annexure 5.
the business leadership, corporate functions and partners,
for providing a strategic direction to the business through
state-of-the-art IM initiatives and technology solutions. SUSTAINABLE GROWTH
The IM function leads all the initiatives in digital transformation, Our Approach
cost improvements, innovations, acquisitions, knowledge
For the Company, sustainable development is an enduring
management and collaboration. It has underpinned the
commitment based on the conviction that there can be no
Company’s business growth trajectory to become a Leading
long-term economic development without the preservation
Building Materials Company by 2025 by preparing a
of our natural resources. The Company has always been
five-year digital road map through an innovative Digital
committed to sustainable development by contributing to
Business Ecosystem transformation.
the society and minimizing its environmental footprint. The
This initiative includes optimization of logistics with state- Company is committed to reduce the emissions of green
of-the-art technology using ML/AI. The key thrust was to house gases and energy consumption, and conserve natural
focus on customer-centricity by providing an enjoyable user resources; thereby making a net positive contribution to the
experience and operation excellence for the sales team environment while maximizing the value created for all the
through CRM systems. The IM function is focusing on using stakeholders.
technology to improve the synergy of working with NVL;
thereby reducing costs through economies of scale.
60
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Water pits and the ponds in the surrounding villages have been
deepened to enhance water storage capacity. While Nimbol
The Company is committed to reducing its water footprint by cement plant uses a dry borewell for RWH, Chittor cement
following best practices such as rainwater harvesting, reusing plant has developed rainwater storage inside the plant area.
waste water and water recycling. To conserve water, the In Mejia cement plant, a RWH pond has been constructed
empty mines pits of Arasmeta and Sonadih cement plants and at Jojobera cement plant, the commissioning of 3 (three)
have been converted into Rainwater Harvesting (“RWH”) RWH pits has helped to conserve water. Waste water from
sewage treatment plants (“STP”) has been regularly reused
at all plants for plantation purposes.
Energy
The following pie shows the increasing trend of Green Energy consumption in the Company:
0.1%, 0.2%,
22%, 19%,
Solar Solar
CPP CPP
11%, 18%,
100%, 67%, 63%,
WHR WHR
Grid Grid Grid
61
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Waste heat recovery (“WHR”) is one of major initiative taken Specific Electrical Energy (Kwh/t KK)
by the Company to reduce emissions. In all its integrated
plants, the Company has invested in WHR, which resulted 64.0 62.6
in the generation of approximately 25 MW of electrical 62.0
energy; thus fulfilling the partial requirement of electrical
60.0 58.7
energy at the plants. In recent years, WHR systems have
57.6 57.2
been commissioned at Sonadih, Arasmeta and Chittorgarh 58.0
cement plants to produce up to 29.7 MW along with a 56.0
solar power plant at Bhiwani cement plant with a capacity
54.0
of 1 MWp; thus producing 30.7 MWp in an environment-
FY 18 FY 19 FY 20 FY 21
friendly manner, i.e. without any fossil fuel consumption.
Climate
Reduction in Emissions
62
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
cement production. Despite achieving one of the best increase the strength of the structure’s foundation, and
quality products in the market, the Company has one of the prevent sulphate ion and chloride attacks on reinforcements.
highest cementitious material additions in the industry. The
Company produces both PSC and PPC resulting in lower CO2
emission/ton of cement production.
Green Belt
Other Initiatives
63
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has submitted its Annual Report on the cases e) they have laid down internal financial controls to be
of sexual harassment at workplace to the District Officer, followed by the Company and that such internal financial
Mumbai, pursuant to Section 21 of the aforesaid Act and controls are adequate and were operating effectively; and
Rules framed thereunder.
f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
ANNUAL RETURN systems are adequate and operating effectively.
Pursuant to Section 92(3) of the Act and Rules framed
thereunder, the Annual Return has been placed on the COMPLIANCE OF SECRETARIAL STANDARDS
website of the Company www.nuvoco.com.
The Company is in compliance with all the mandatory
applicable Secretarial Standards issued by the Institute of
DIRECTORS’ RESPONSIBILITY STATEMENT Company Secretaries of India.
64
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure 1
Annual report on Corporate Social Responsibility (“CSR”) activities
(Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014)
The Company is committed towards sustainable development, pursuing a strategy that combines industrial know-how with
performance, value creation, respect for community and local cultures, environmental protection and the conservation of
natural resources and energy.
The themes of CSR activities and programmes at various locations of the plants are mainly:
3. The web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the
board are disclosed on the website of the Company.
www.nuvoco.com
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
Not Applicable
65
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any
Not Applicable
6. Average net profit of the company as per Section 135(5) (J in crores) - H 234.83 crores
7. (a) Two percent of average net profit of the company as per Section 135(5) - H 4.69 crores
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years (J in crores) - Nil
(c) Amount required to be set off for the financial year, if any - Nil
(d) Total CSR obligation for the financial year (7a+7b-7c) - H 4.69 crores
6.05 crores Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name Item from Local Location of the project Project Amount Amount Amount Mode of Mode of Implementation
No. of the the list of area duration. allocated spent transferred Implementation - Through Implementing
Project activities (Yes/ for the in the to Unspent - Direct (Yes/ Agency
in No) State District project current CSR No) Name CSR
Schedule (in J) financial Account Registration
VII to the Year for the number
Act (in J) project as
per Section
135(6)
(in J)
Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
66
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(b) Swasth Bharat – Reducing child mortlity Yes Chhattisgarh Janjgir- 0.05 No NIDHEE Not
Health and improving maternal Champa Trust Applicable*
health; combating human
immunodeficiency virus, acquired
immune deficiency syndrome,
malaria and other diseases
(c) Nirman Bharat - Ensuring environmental Yes Chhattisgarh Janjgir- 0.58 No NIDHEE Not
Rural Infrastructure sustainability, social business Champa Trust Applicable*
projects
2 Sonadih Cement Plant
(a) Sakshar Bharat – Promotion of education Yes Chhattisgarh Raipur 0.01 No NIDHEE Not
Education Trust Applicable*
(b) Saksham Bharat Promoting gender equality and Yes Chhattisgarh Raipur 0.11 No NIDHEE Not
- Employability empowering women; employment Trust Applicable*
enhancing vocational skills;
eradicating extreme hunger and
poverty
(c) Swasth Bharat – Reducing child mortlity Yes Chhattisgarh Raipur 0.05 No NIDHEE Not
Health and improving maternal Trust Applicable*
health; combating human
immunodeficiency virus, acquired
immune deficiency syndrome,
malaria and other diseases
(d) Nirman Bharat - Ensuring environmental Yes Chhattisgarh Raipur 0.69 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
3 Jojobera Cement Plant
(a) Sakshar Bharat – Promotion of education Yes Jharkhand Jamshedpur 0.13 No NIDHEE Not
Education Trust Applicable*
(b) Saksham Bharat Promoting gender equality and Yes Jharkhand Jamshedpur 0.21 No NIDHEE Not
- Employability empowering women; employment Trust Applicable*
enhancing vocational skills;
eradicating extreme hunger and
poverty
(c) Swasth Bharat – Reducing child mortlity Yes Jharkhand Jamshedpur 0.06 No NIDHEE Not
Health and improving maternal Trust Applicable*
health; combating human
immunodeficiency virus, acquired
immune deficiency syndrome,
malaria and other diseases
(d) Nirman Bharat - Ensuring environmental Yes Jharkhand Jamshedpur 0.23 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
4 Mejia Cement Plant
(a) Sakshar Bharat – Promotion of education Yes West Bengal Bankura 0.06 No NIDHEE Not
Education Trust Applicable*
(b) Saksham Bharat Promoting gender equality and Yes West Bengal Bankura 0.18 No NIDHEE Not
- Employability empowering women; employment Trust Applicable*
enhancing vocational skills;
eradicating extreme hunger and
poverty
(c) Nirman Bharat - Ensuring environmental Yes West Bengal Bankura 0.05 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
5 Chittorgarh Cement Plant/GKW Mines villages
(a) Sakshar Bharat - Promotion of education Yes Rajasthan Chittorgarh 0.11 No NIDHEE Not
Education Trust Applicable*
67
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
(b) Saksham Bharat Promoting gender equality and Yes Rajasthan Chittorgarh 0.05 No Nidhee Not
- Employability empowering women; employment Applicable*
enhancing vocational skills;
eradicating extreme hunger and
poverty
(c) Swasth Bharat – Reducing child mortlity and improving Yes Rajasthan Chittorgarh 0.27 No NIDHEE Not
Health maternal health; combating human Trust Applicable*
immunodeficiency virus, acquired
immune deficiency syndrome, malaria
and other diseases
(d) Nirman Bharat - Ensuring environmental Yes Rajasthan Chittorgarh 0.32 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
6 Nimbol Cement Plant
(a) Swasth Bharat – Reducing child mortlity and improving Yes Rajasthan Pali 0.05 No NIDHEE Not
Health maternal health; combating human Trust Applicable*
immunodeficiency virus, acquired
immune deficiency syndrome, malaria
and other diseases
(b) Nirman Bharat - Ensuring environmental Yes Rajasthan Pali 0.45 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
7 Bhiwani Cement Plant
(a) Sakshar Bharat- Promotion of education Yes Haryana Bhiwani 0.04 No NIDHEE Not
Education Trust Applicable*
(b) Saksham Bharat Promoting gender equality and Yes Haryana Bhiwani 0.04 No NIDHEE Not
- Employability empowering women; employment Trust Applicable*
enhancing vocational skills;
eradicating extreme hunger and
poverty
(c) Swasth Bharat – Reducing child mortlity and improving Yes Haryana Bhiwani 0.03 No NIDHEE Not
Health maternal health; combating human Trust Applicable*
immunodeficiency virus, acquired
immune deficiency syndrome, malaria
and other diseases
(d) Nirman Bharat - Ensuring environmental Yes Haryana Bhiwani 0.13 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
8 Gulbarga Projects
(a) Nirman Bharat - Ensuring environmental Yes Karnataka Gulbarga 0.14 No NIDHEE Not
Rural Infrastructure sustainability, social business Trust Applicable*
projects
9 Mumbai Head Office
(a) Sakshar Bharat – Promotion of education Yes Gujarat Ahmedabad 2.00 No Nirma Not
Education Education Applicable**
and Research
Foundation
Total 6.05
* NIDHEE Trust was not required to obtain CSR Registration Number in the FY 2020-21. NIDHEE Trust has obtained CSR Registration Number
(CSR00004421) on May 1, 2021 from the Ministry of Corporate Affairs
** Nirma Education and Reserach Foundation (NERF) was not required to obtain CSR Registration Number in the FY 2020-21. NERF has
obtained CSR Registration Number (CSR00005482) on May 11, 2021 from the Ministry of Corporate Affairs
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – H 6.05 crores
68
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(i) Two percent of average net profit of the company as per Section 135(5) 4.69 crores
(ii) Total amount spent for the Financial Year 6.05 crores
(iii) Excess amount spent for the financial year [(ii)-(i)] 1.36 crores
(iv) Surplus arising out of the CSR projects or programmes or activities of the -
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 1.36 crores
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount transferred to Amount spent in the Amount transferred to Amount remaining
No. Financial Year Unspent CSR Account reporting Financial any fund specified under to be spent in
under Section 135 (6) Year (in J) Schedule VII as per Section succeeding financial
(in J) 135(6), if any years. (in J)
Name of Amount Date of
the Fund (in J) transfer
Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year (asset-wise details)
b) Amount of CSR spent for creation or acquisition of capital asset - Not Applicable
c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc. - Not Applicable
d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset) - Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5) -
Not Applicable
69
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Annexure 2
Form AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read
with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
(H in lakhs)
Sr. Particular Details
No
(H in lakhs)
70
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(H in lakhs)
1. Names of associates or joint ventures which are yet to commence operations: None
2. Names of associates or joint ventures which have been liquidated or sold during the year: None
Place: Mumbai
Date: May 21, 2021
71
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Annexure 3
FORM MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended March 31, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Nuvoco Vistas Corporation Limited
Equinox Business Park, Tower-3,
East Wing, 4th Floor,
LBS Marg, Kurla (West),
Mumbai – 400 070.
We have conducted the secretarial audit of the compliance (iv) Foreign Exchange Management Act, 1999 and the rules
of applicable statutory provisions and the adherence to good and regulations made thereunder to the extent of Foreign
corporate practices by Nuvoco Vistas Corporation Limited Direct Investment, Overseas
(hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis (v) Direct Investment and External Commercial Borrowings
for evaluating the corporate conducts/statutory compliances (Not applicable to the Company during the audit period);
and expressing our opinion thereon.
(vi) The following Regulations and Guidelines prescribed
Based on our verification of the Company’s books, papers, under the Securities and Exchange Board of India Act,
minute books, forms and returns filed and other records 1992 (“SEBI Act”) as amended from time to time:
maintained by the Company, to the extent the information
(a) The Securities and Exchange Board of India
provided by the Company, its officers, agents and authorised
(Substantial Acquisition of Shares and Takeovers)
representatives during the conduct of secretarial audit,
Regulations, 2011 (Not applicable to the Company
the explanations and clarifications given to us and the
during the audit period);
representations made by the Management and considering
the relaxations granted by the Ministry of Corporate Affairs (b) The Securities and Exchange Board of India
and Securities and Exchange Board of India warranted (Prohibition of Insider Trading) Regulations, 2015
due to the spread of the COVID-19 pandemic, we hereby including all notifications, circulars and guidelines
report that in our opinion, the Company has, during the issued thereunder;
audit period covering the financial year ended on March 31,
2021, generally complied with the statutory provisions listed (c) The Securities and Exchange Board of India (Issue of
hereunder and also that the Company has proper Board Capital and Disclosure Requirements) Regulations,
processes and compliance mechanism in place to the extent, 2018 and amendments from time to time; (Not
in the manner and subject to the reporting made hereinafter: applicable to the Company during the audit period);
We have examined the books, papers, minute books, forms (d) The Securities and Exchange Board of India (Share
and returns filed and other records made available to us and Based Employee Benefits) Regulations, 2014; (Not
maintained by the Company for the financial year ended on applicable to the Company during the audit period);
March 31, 2021 according to the provisions of:
(e) The Securities and Exchange Board of India (Issue
(i) The Companies Act, 2013 (the “Act”) and the rules made and Listing of Debt Securities) Regulations, 2008;
thereunder;
(f) The Securities and Exchange Board of India
(ii) The Securities Contract (Regulation) Act, 1956 (“SCRA”) (Registrars to an Issue and Share Transfer Agents)
and the rules made thereunder; Regulations, 1993 regarding the Companies Act and
dealing with client; (Not applicable to the Company
(iii) The Depositories Act, 1996 and the Regulations and Bye- during the audit period);
laws framed thereunder;
72
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(g) The Securities and Exchange Board of India 20. The Bureau of Indian Standards Act 2016 read
(Delisting of Equity Shares) Regulations, 2009; (Not with The Bureau of Indian Standards (Conformity
applicable to the Company during the audit period); Assessment) Regulations 2018;
and
21. The Indian Boilers Act, 1923 read with The Indian
(h) The Securities and Exchange Board of India Boiler (Second Amendment) Regulations, 1950;
(Buyback of Securities) Regulations, 2018; (Not 22. The Sexual Harassment of Women at Workplace
applicable to the Company during the audit period). (Prevention, Prohibition and Redressal) Act, 2013
(vii) Other laws applicable specifically to the Company namely: We have also examined compliance with the applicable
clauses of the following:
1. The Mines and Minerals (Development & Regulation)
Act, 1957 & amendments made thereto (i) Secretarial Standards issued by The Institute of
Company Secretaries of India with respect to board and
2. The Mineral Conservation and Development Rules,
general meetings.
2017;
3. The Mines Act, 1952 with the Mines Rules, 1955 & (ii) The Listing Agreements entered into by the Company with
The Metalliferous Mines Regulations, 1961; the National Stock Exchange of India Limited read with the
Securities and Exchange Board of India (Listing Obligations
4. The Minerals (other than Atomic and Hydrocarbons and Disclosure Requirements) Regulations, 2015.
Energy Minerals) Concession Rules, 2016 &
amendments made thereto; During the period under review, the Company has
generally complied with the provisions of the Act, Rules,
5. The Mines Vocational Training Rules, 1966;
Regulations, Guidelines, standards etc. mentioned above.
6. The Mines and Minerals (Contribution to District
Mineral Foundation) Rules, 2015 We further report that:
7. The Explosives Act, 1884 and Explosives Rules, 2008; The Board of Directors of the Company is duly
constituted with proper balance of Executive Directors,
8. The Manufacture, Storage and Import of Hazardous
Non-Executive Directors and Independent Directors.
Chemicals Rules, 1989;
There was no change in the composition of the Board of
9. The Legal Metrology Act, 2009 read with The Legal Directors during the period under review.
Metrology (Packaged Commodities) Rules, 2011
and amendments made thereto; Adequate notice was given to all Directors to schedule the
Board Meetings, agenda and detailed notes on agenda
10. The Factories Act,1948 & The Factories Rules (State- were sent at least seven days in advance for meetings
wise); other than those held at shorter notice, and a system
11. The Contract Labour (Regulation and Abolition) Act, exists for seeking and obtaining further information and
1970 & State-wise Rules; clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
12. The Industrial Disputes Act, 1947 & State-wise
Rules; Decisions at the Board Meetings were taken unanimously.
13. The Petroleum Act, 1934 and The Petroleum Rules, We further report that there are adequate systems and
2002; processes in the Company commensurate with the size
14. Cement Quality Control Order (2003); and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
15. The Gas Cylinder Rules, 2004; guidelines.
16. The Environment Protection Act, 1986 & the
We further report that during the audit period the
Environment Protection Rules ,1986;
following events occurred which have a major bearing on
17. The Air (Prevention and Control of Pollution) Act, the Company’s affairs in pursuance of the laws, rules,
1981; regulations, guidelines, standards etc. referred to above:
18. The Water (Prevention and Control of Pollution) Act, (i) Pursuant to the provisions of Section 62(1)(a) of
1974; the Companies Act, 2013 the Company had allotted
19. The Atomic Energy Act, 1962 read with The Atomic 5,45,45,455 and 18,181,819 Equity Shares of
Energy (Radiation Protection) Rules 2004; H 10/- each and at a premium of H 210/- per share
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
(H 220/- per share) to Niyogi Enterprise Private 2020 and on July 21, 2020 and w.e.f. July 14, 2020,
Limited on June 8, 2020 and July 22, 2020 NU Vista (formerly known as Emami Cement Limited)
respectively on Rights Issue basis. became a wholly owned subsidiary of the Company.
(ii) The Following list of Non-Convertible Debentures (vi) The approval of members was obtained on June 24,
were issued and allotted on private placement 2020 for Adoption of new set of Articles of Association
basis:- of the Company.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
‘Annexure I’
To,
The Members,
Nuvoco Vistas Corporation Limited
Equinox Business Park, Tower-3, East Wing, 4th Floor,
LBS Marg, Kurla (West),
Mumbai – 400 070.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for
our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Jigyasa N. Ved
Partner
Place: Mumbai FCS No: 6488 CP No: 6018
Date: May 21, 2021 Udin: F006488C000351569
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Annexure 4
Details of Remuneration of Directors, Key Managerial Personnels and Employees
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the
percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary for FY 2020-21:
I Non-Executive Director
1 Mr. Hiren Patel Chairman 26:1 (74.92)
2 Mr. Suketu Shah* Non-Executive Director - -
3 Mr. Kaushikbhai Patel$ Non-Executive Director 2:1 -
4 Ms. Bhavna Doshi Independent Director 2:1 (9.52)
5 Mr. Berjis Desai Independent Director 2:1 6.99
6 Mr. Achal Bakeri** Independent Director - -
II Executive Director and Key Managerial Personnel
1 Mr. Jayakumar Krishnaswamy Managing Director 68:1 10.98
2 Mr. Maneesh Agrawal Chief Financial Officer 35:1 22.30
3 Ms. Shruta Sanghavi Company Secretary 11:1 9.56
Note:
a) Remuneration of Directors also includes Commission and Sitting fees
b) Commission related to FY 2020-21 will be paid during FY 2021-22
* Resigned w.e.f. April 7, 2021
$
No remuneration was paid for FY 2019-20, hence not comparable
** Appointed w.e.f. April 7, 2021
ii) In FY 2020-21, there was a increase of 6.53% in the median remuneration of employees
iii) There were 2,883 permanent employees on the rolls of Company as on March 31, 2021
iv) Average percentage increase in the remuneration of employees, other than the Managerial Personnel in FY 2020-21 was
9.01% whereas the managerial remuneration decreased by 29.94%
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
Hiren Patel
Chairman
(DIN: 00145149)
Place: Mumbai
Date: May 21, 2021
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure 5
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
(A) Conservation of Energy: • New Clinker handling system had been installed
to support clinker transport to Grinding Unit
i. Steps taken or impact on conservation of energy (“GU”), helping in NU Vista Limited Risda
clinker transport through above mentioned
1. Commissioning of Captive Power Plant (“CPP”)
system resulting in lower energy consumption.
at Sonadih Cement plant (“SCP”);
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
• Raw Mill Fan RPM optimization; • Variable Frequency Drive installations across all
locations;
• Raw mill Water spray logic modification;
• Replacement of old compressors for energy
• Raw mill nozzle ring modification to reduce fan
efficiency.
and main drive power;
• Preheater cyclone C4A feed pipe relocation ii. Benefits derived like product improvement,
(height decreased) for better heat transfer; cost reduction, product development or import
substitution
• Coal Mill water spray being stopped to reduce
the fluctuation in main drive load; • Water conservation;
• Furnace and new Pond ash feeding circuit • Sinter cast blow bar in limestone crusher to
installation in cement mill in order to increase increase its life;
pond fly ash addition and to reduce SPC; • Cost reduction by using Tyre Oil in place of
• Felt installation in Cement Mill dynamic diesel for Kiln firing;
separator to reduce seal gap and to increase • Cost Reduction in Internal Clinker/Raw Material
separator efficiency; shifting and loading.
• Kiln burner blower pipe rerouting and insulation; iii. In case of imported technology (imported during
• Separate compressor installation for IKN cooler, the last three years reckoned from the beginning of
in view of reduction in purging pressure of the financial year) - Nil
existing system;
iv. The expenditure incurred on Research and
• Inverted cone installation at raw mill table to Development - H 1.09 crores
reduce main drive power;
• Gypsum feeding Compressed air line modified; (C) Foreign Exchange Earnings and Outgo
• AFR Bag filter selection provided in CCR and will i. Foreign exchange earnings for the year ended March
start only if Agro/ TDI will run; 31, 2021: H 0.24 crores
• Clinker extraction extra compressed air line removed;
ii. Foreign exchange outgo for the year ended March
• Raw Mill Magnetic Separator logic modified to 31, 2021: H 240.16 crores
avoid mill tripping;
• Separate Selection provide in Raw Mill water For and on behalf of the Board of Directors
spray pump to reduce water consumption.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
1
As per world bank report 6
https://www.cmaindia.org/
2
IMF WEO April 2021 Budget FY22
7
3
Ministry of Statistics & Programme Implementation (MoSPI) 8
https://www.infomerics.com/db-include/uploads/Indian_Cement_
4
As per RBI Data Industry_Nov_19_2020.pdf
5
As per data by Department for Promotion of Industry And Internal Trade
(DPIIT)
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Slow pick-up in infrastructure projects and waning pent- a sequential decline of 5.5% month on month and
up demand has led to a drop in production of cement decline of 6.4% year on year, indicative of the stress
in the country along with muted capex additions by in the industry and slow demand pick-up. Even as
companies. The cement industry witnessed severe production increased by 13.3% during March 2021, due
demand contraction in the beginning of FY 2020-21 as to peak season dynamics, the second wave of COVID-19
construction activities are at its peak in the first and last associated regional lockdowns during April- May 2021
quarter9. During February 2021, production registered has adversely impacted the cement production.
35 33 33
30 31 31
29 30 30
29 29 28 29 28 29 29
30 28 29 28 28 27 27
26 26 26 26 26 26
24 24 25 24 25 25
25
in million tonnes
22
21
20
15
10
5 4
0
il ay e ly t r er r r ry ry ch
Ap
r
M Ju
n Ju g us be ob be be a ua ar
Au m t em m nu br M
pt
e Oc ov ce Ja Fe
Se N De
Capacity utilisation of domestic manufacturers has been low projects indicating reversal from conservative strategy and
during most of the months in FY 2020-21 as units have been rise in demand. Cement demand is closely linked to the
operating at sub-par capacities along with staggered shifts, overall economic growth, particularly of the housing and
but it has been improving since H2 FY 2020-219. Cement infrastructure sector. Increasing demand from affordable
manufacturers had cut down or deferred capital expenditure housing and construction work for other government
given the fall in demand and also as companies looked to infrastructure projects like roads, metros, airports, irrigation
conserve their capital/cash flows. However, lately many of etc. are demand drivers which support cement demand.
the players have been announcing expansion and CAPEX
9
https://www.careratings.com/uploads/newsfiles/24052021044817_Cement_Production_in_FY21_and_Outlook_for_FY22.pdf
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Opportunities Threats
Resilient Rural Economy: The rural economy has Delay in Projects and Production due to COVID-19:
exhibited resilience amidst the pandemic as cement With the resurgence of the new phase, the Indian
consumption is growing in the rural, semi-urban and government has reintroduced lockdowns across
retail markets. Over the months, cement demand the country, which has impacted availability of
is being driven by rural India due to better labour labour and consequently, bringing many industrial
availability, an increase in construction of rural activities to a near standstill. This led to a delay in
infrastructure and low-cost housing. Rural demand the construction of the existing projects and launch
is usually with regard to the retail market largely of new ones. This could again have a short-term
which is the housing and repair and modification negative impact on the cement industry.
market. There has been a steady pick up in housing
and government infrastructure projects during H2 Unsustainable Price Increase: While the price
FY 2020-21, which has resulted in reviving demand increase towards the end of the fiscal year is likely
across our markets even in urban India. to benefit the industry to absorb some of the cost
increases, the trend may not be sustainable. The
‘Work From Home’ and its influence on Tier-1 industry is expected to witness a volume growth due
Cities: Real estate markets in Tier-1 cities have been to demand revival in infrastructure and urban housing
opening up and the adoption of work from home segments, especially from the price conscious
culture is most probably influencing consumers to segment, driven from a low base. Concurrently,
buy own houses as part of the adaptation process power and fuel costs are further expected to rise
to the new normal. Cement demand in terms of low- leading to a margin compression although higher
cost housing is showing green shoots of recovery volumes may compensate to some extent.
riding on the back of cheap housing loans, extension
of the CLSS and the need for dwelling space.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
II. Changes in Economic Environment and Industry prospects of increased demand of cement; the
Dynamics Company expects a good realization.
The slowdown in the economy and muted Developing capabilities in plants to consume all
infrastructural growth can have a significant types of wastes including hazardous industrial
impact on the demand in the cement industry. waste as alternate fuel; thereby, promoting
Also, fluctuation in the foreign exchange rates environmental sustainability and mitigating the
may impact the Company’s financial condition risk of high raw material prices.
and operations.
Continued focus on sourcing of cheaper and
Delays in implementation and cost overruns in new alternative raw materials, which meet the
capacity expansion plans. Company’s quality standards.
Experiencing supply disruptions, unforeseen Closely monitoring the commodity markets for
costs and demand volatility. all key commodities to optimize sourcing costs.
Timely execution of projects and better The operations of the Company are exposed to a
collaboration with suppliers will play an range of environmental laws and regulations. In
important role. such an ever-evolving environment of regulatory
framework, non-compliance of any law could
Reducing costs and improving efficiency will result in increased legal costs for the Company
also contribute to sustaining profitability. and also affect its reputation and profitability.
III. Raw Material and Fuel Price Fluctuations Government allowed pet coke usage for
registered industrial units of cement, lime kiln,
Associated Risks: calcium carbide and gasification, post ban
imposed by Supreme Court in August 2018.
The Company’s cement facilities are situated
The Company is operating its kilns with 30%
in eastern and northern India; and the eastern
pet coke in the East. While the operations in the
region has experienced relatively low price
North operated with 100% Pet coke; the usage
volatility with a healthy demand in the past.
has now stopped due to an increase in pet coke
However, these realizations are constrained
prices. There is a risk of this ban being extended
by demand, supply, sales, and other regional
to the exempted industries in future.
factors. As a result, the margins also remain
sensitive to the cyclical nature of cement Stringent laws release by Central Ground Water
industry. The lockdown in market, production Authority (“CGWA”) and its monitoring.
units as well as at supply end have directly
impacted the business. Changes in the mining rules and royalty payable
by the Company as well as the new Mines and
Overall prices of fuel, major raw materials and Minerals (Development and Regulation) Act.
packing bags are in increasing trend, which may
impact the profitability, however looking to the Using hazardous waste material in operations.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
provides a strong foundation by controlling across the economy and business segments. With the
thermal cracks in mass concrete foundation and GoI announcing nation-wide lockdown in 1st half of Q1
offering improved durability; to name a few. FY 2020-21 to contain the spread COVID-19 pandemic.
All the plants across locations were shut during the
Continue investing in the prevention and lockdown. Operations were resumed in phased manner
maintenance of existing technology while also in line with the directives of the GoI.
adopting new and improved technologies.
Cement Segment:
The FY 2020-21 was a very challenging year for the During FY 2020-21, RMX production has reduced by
Company. The impact of COVID -19 pandemic was felt 67% from 2711 Km3 to 904 Km3.
7,239 3,090
FY’19 12,666 FY’19
5,872 2,881
FY’18 10,661 FY’18
Clinker Cement Ready Mix Concrete
B. Financial Highlights
H in crores
Standalone Consolidated
Description
FY’21 FY’20 % change FY’21 FY’20 % change
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
H in crores
Standalone Consolidated
Description
FY’21 FY’20 % change FY’21 FY’20 % change
The Revenue from Operations (net of taxes) of the Company reduced by 15% on a Y-o-Y basis. Revenue from operations have
decreased primarily due to decrease in RMX sales volumes mainly on account of nationwide lockdown due to outbreak of
COVID-19 in Q1 FY 2020-21.
7%
16%
93% 84%
Cement sales volume was 11,871 KT compared 12,242 KT For cement operations, the raw material cost of the
for the previous year. The Company continued to retain a Company have decreased by 4% from H 529/T in
strong leadership presence in the Eastern Region Markets. FY 2019-20 to H 508/T in FY 2020-21. Raw Material cost
The average selling price (net of taxes) decreased to has reduced mainly due to decrease in mineral gypsum
H 4,503/T in FY 2020-21 as compared to H 4,663/T in FY prices and reduction in flyash prices.
2019-20.
** Net of taxes
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
C. Ratio Analysis
Freight and Forwarding
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Internal Control Systems and their Adequacy of young talent, and has established processes for the
identification and development of employees with high
The Company has in place adequate internal financial aptitude. The endeavour is to position the Company as
controls commensurate with the size and complexity a Leading Building Materials Company with world-class
of its operations. Controls were tested during the year processes and talent, delivering top-notch performance.
and no reportable material weakness in the operations The Human Resources function also achieved recognition
or in the design were observed. These controls are from Confederation of Indian Industry (“CII”) for
periodically revisited to ensure that they remain updated establishing strong people development processes.
to the change in environment.
Engaged and committed employees have been one of
The Board has laid down Internal Financial Controls the cornerstones of Nuvoco’s growth. In addition to
and believes that the same are commensurate with the interacting with its employees on a number of platforms
nature and size of its business. Based on the framework like the cascade sessions, quarterly town halls, and
of internal financial controls, work performed by the one-on-one interactions; the Company’s leadership also
internal, statutory and external consultants, including believes in receiving feedback through a structured
audit of internal financial controls over financial medium. Consequently, it carried out a follow-up to
reporting by the Statutory Auditors, and the reviews its previous year’s employee engagement survey in
performed by the Management and the Audit Committee, December 2020 that achieved a participation level of
the Board is of the opinion that the Company’s internal 99.4%. The findings were shared with the employees and
financial controls were adequate and effective during FY will comprise the evolving blueprint for the organisation
2020-21 for ensuring the orderly and efficient conduct that will accomplish ‘Mission 25’.
of its business including adherence to the Company’s
policies, the safeguarding of its assets, the prevention The Company aspires to be in the top quadrant of Best
and detection of frauds and errors, the accuracy Employers to work for and has started its journey with
and completeness of accounting records and timely participation in an external survey. This is backed by a
preparation of reliable financial disclosures. commitment to continue working on feedback received
in the survey to make it one of the best workplaces. The
Material Developments in Human Resources / Industrial Company provides a congenial atmosphere for work to
Relations Front, including Number of People Employed all employees, which is free from discrimination and
harassment, including sexual harassment. It provides
The Company firmly believes that people build
equal opportunities of employment to all irrespective of
organisations, and this conviction is strongly reflected in
their caste, religion, colour, gender and marital status.
its progressive people policies and systems. As on March
31, 2021, the Company had 2,883 employees working Industrial Relations: The Industrial Relations continued
across its various plants and offices in the country. to be cordial during the year under review across all
locations. The union and the workmen extended their
Employee Engagement and Talent Development:
full support in achieving maximum productivity and
The Company’s mission, core values and expected
promoting the safety culture in the organisation.
behaviours are well communicated to and clarified with
all employees. While dealing with the unprecedented Occupational Health and Safety: Providing a safe
COVID-19 crisis, all employees displayed an unwavering and healthy environment for its employees and all its
commitment to the values and all non-negotiable tenets stakeholders is top priority for the Company. It achieved
of the Company. The spirit of winning and agility was Zero Onsite Fatality after a gap of seven years (last
visible across all levels of the organisation. Every achieved in FY 2013-14) and Zero LTI (Lost Time Injury)
function has an articulated functional vision statement in critical and high risk activities, for example, during
and roadmap to excel in its respective field over the planned/unplanned shutdowns, silo cleaning, and
next three years. With an all-new zeal rendered true with dismantling of RMX plants. It undertook a number of
the spirit of igniting profitable growth, the Company initiatives (shared in the Board’s Report) in order to
achieved ambitious targets set around introducing ensure the safety of its employees and associates through
innovative products, cost optimization and various the year. The Company also continued to advocate
initiatives around process improvements. COVID-19 precautions through timely communication,
SOPs (Standard Operating Procedures) and weekly PAR
While these initiatives will require training in various
(Positive Assurance Reports). The Company also received
new areas across functions and capability building;
accolades; details of the same are given separately in
the Company is also committed to the development
the Annual Report.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
All Independent Directors have confirmed that they meet Sanghavi, Company Secretary are holding office as Key
the criteria as mentioned in Section 149(6) of the Act. Managerial Personnel (“KMP”) of the Company.
The maximum tenure of the Independent Directors is in
compliance with the provisions of the Act. The terms and The composition of the Board, the number of directorship
conditions of the appointment of the Independent Directors (including the Company) and committee chairmanship/
are hosted on the Company’s website www.nuvoco.com. membership held by them in all public companies, attendance
at the Board meetings held during the year under review, at
As on March 31, 2021, as per Section 203 of the Act, 21st Annual General Meeting (“AGM”) and their shareholding
Mr. Jayakumar Krishnaswamy, Managing Director, as on March 31, 2021 are as given below:
Mr. Maneesh Agrawal, Chief Financial Officer and Ms. Shruta
The Board meets at least once in every calendar quarter and The agenda of the meetings along with the explanatory
4 (four) times in a year with a maximum time gap of not notes and relevant papers are circulated well in advance to
more than 120 days (one hundred and twenty days) between the Directors to enable them to take informed decisions at
two consecutive meetings. Dates for the Board meetings are the meetings. The Company Secretary monitors Board and
decided well in advance and communicated to the Directors. Committee proceedings in line with the charter/terms of
In case of exigencies or urgency of matters, resolutions are reference to ensure the compliances of the Act. Further,
passed by circulation, for such matters as permitted by the decisions of the meetings are properly recorded in the
the Act. The Board takes note of the resolutions passed by minutes and actions on the same are monitored regularly.
circulation at its subsequent meeting. Additional meetings The Managing Director apprises the Board at the meeting
of the Board are held as and when deemed necessary. about the overall performance of the Company, followed by
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
recommendation and authorizations to the management for iv. Approve transactions of the Company with related parties
its implementation. The draft minutes of the proceedings of (including omnibus approval) and any subsequent
each Committee meeting are circulated to the Members of modification thereof.
the respective Committees for their comments, if any, and
thereafter confirmed and signed by the Chairman of the v. Approve the transactions referred to in Section 188 of
respective Committees. The Board also takes note of the the Act between the Company and its wholly owned
minutes of the meetings of the Committees, and material subsidiary company.
recommendations/decisions of the Committees are placed
vi. Make recommendations to the Board, in case of
before the Board for their approval and information.
transactions, other than transactions referred to in
The following Statutory Committees have been constituted Section 188 of the Act entered with, other than wholly
by the Board from time to time and were in force during the owned subsidiary company, and where Committee does
year under review: not approve the same.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
c. Major accounting entries involving estimates based b. Statement of significant related party transactions
on the exercise of judgment by management; (as defined by the Audit Committee), submitted by
management;
d. Significant adjustments made in the financial
statements arising out of audit findings; c. Management letters/letters of internal control
weaknesses issued by the statutory auditors;
e. Compliance with listing and other legal requirements
relating to financial statements; d. Internal audit reports relating to internal control
weaknesses;
f. Disclosure of any related party transactions; and
e. The appointment, removal and terms of
g. Modified Opinion/Qualifications in the draft audit remuneration of the Internal Auditor; and
report.
f. Statement of Deviations: Quarterly, Annually
xiv. Review the adequacy of internal audit function including including report of monitoring agency.
the structure of the internal audit department, staffing
and seniority of the official heading the department, xxiv.
Review compliance with the provisions of the SEBI
reporting structure coverage and frequency of internal (Prohibition of Insider Trading) Regulations, 2015 as
audit. amended from time to time at least once in a financial
year, and verify that the systems for internal control are
xv. Discuss with internal auditors any significant findings adequate and are operating effectively.
and follow up there on.
xxv. Review, investigate and recommend to the Board the
xvi. Review the findings of any internal investigations by the complaints received under the Policy and Procedure
internal auditors into matters where there is suspected for inquiry in the case of any leak of Unpublished Price
fraud or irregularity or a failure of internal control Sensitive Information or suspected leak of Unpublished
systems of a material nature and reporting the matter Price Sensitive Information.
to the Board.
xxvi. Review with the management, performance of internal
xvii.
Discuss with statutory auditors, before the audit auditors, and adequacy of the internal control systems.
commences about the nature and scope of audit and
post-audit, to ascertain any area of concern. xxvii.Select, engage and approve fees for professional
advisors/consultants that the Committee may require to
xviii.Look into the reasons for substantial defaults in carry out their duties.
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared xxviii.Review and recommend the Cost Audit Report to the
dividends) and creditors. Board.
xix. Review the functioning of the Vigil Mechanism and xxix. Periodically review the adequacy and appropriateness
Whistleblower policy. of the Company’s compliance programmes and the
system of storage, and retrieval of books of accounts
xx. Have oversight of the Company’s financial reporting maintained in electronic mode.
process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient xxx. Carry out any other function as is mentioned in the
and credible. charter/terms of reference of the Audit Committee.
xxi. Review of internal controls for financial reporting and Subsequent to the year under review, the Board at its Meeting
review of significant changes in internal control over held on April 7, 2021 replaced and substituted the aforesaid
financial reporting. existing charter/terms of reference of the Audit Committee.
xxii. Approve payment to statutory auditors for any other The Composition of the Audit Committee and Attendance at
services rendered by the statutory auditors. its Meetings are as follows:
xxiii. Mandatorily review: During the year under review, 5 (five) meetings of the
Committee were held on June 24, 2020, August 14, 2020,
a. Management discussion and analysis of financial November 5, 2020, December 2, 2020 and February 12,
condition and results of operations; 2021; and the gap between two consecutive meetings of the
Committee did not exceed one hundred and twenty days. The
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Committee meeting held on December 2, 2020 was pursuant (iii) Guiding the Board in relation to appointment and
to SEBI Circular dated November 4, 2019 with the Rating removal of Directors, Key Managerial Personnel and
Agency viz. CRISIL Limited. Senior Management of the Company;
M/s MSKA & Associates (“MSKA”), Chartered Accountants, During the year under review, 1 (one) meeting of the
have carried out the Statutory Audit for FY 2020-21. The Committee was held on August 14, 2020.
Chairperson of the Audit Committee briefs the Board about
the significant discussions at the Audit Committee meetings. Name of the Category No. of
The minutes of each of the Audit Committee Meeting are Member Meetings
placed in the next meeting of the Board. Attended
95
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
- Ensuring that the Director identified for appointment is part of Notes to the Audited Financial Statements contained
not disqualified under Section 164 of the Act; in the Annual Report. The Nomination and Remuneration
Committee and the Board review the performance of the
- Considering the mentioned attributes/criteria for Non-Executive Directors on an annual basis.
recommendation of candidature for appointment as Director;
Details of Remuneration paid to the Non-Executive
- Recommending the remuneration payable to the Directors:
Directors and Senior Management Employees based on
the criteria prescribed in the Policy; (H in lakhs)
Name of the Director Sitting Fees Commission*
- Identifying a person of integrity who possesses relevant
expertise, experience and leadership qualities in line Hiren Patel - 200.00
with the HR Policy of the Company for the position of Berjis Desai 6.25 8.50
MD/CEO/Executive Director. Bhavna Doshi 5.75 8.50
Kaushikbhai Patel 3.25 8.50
Subsequent to the year under review, the Board at its Meeting
*Commission for FY 2020-21 will be paid in FY 2021-22.
held on April 7, 2021 had amended the Remuneration Policy
of the Company. The amended Remuneration Policy is Managing Director
available on the Company’s website www.nuvoco.com.
The Company pays remuneration by way of salary, benefits,
Remuneration of Directors: perquisites and allowances being fixed component along with
variable component to the Managing Director. Increments
Non-Executive Directors
are recommended by the Nomination and Remuneration
A sitting fee of H 50,000/- was paid to the Directors for Committee on a yearly basis and are effective from 1st April
attending each meeting of the Board, Independent Director each year. However, due to COVID-19 Pandemic, as a cost
and Audit Committee; and H 25,000/- for Nomination and control measure, increments in FY 2020-21 were effective
Remuneration Committee and Corporate Social Responsibility from August 1, 2020. The Nomination and Remuneration
Committee meetings. Committee recommends the remuneration payable to
the Managing Director out of the profits for the financial
The Board has increased sitting fees to H 75,000/- for year, computed as per Section 198 of the Act read with
attending each meeting of the Board and Independent Rules framed thereunder, based on the performance of the
Directors and H 50,000/- for attending each meeting of the Company as well as that of the Managing Director.
Nomination and Remuneration Committee and Corporate
Social Responsibility Committee meetings w.e.f. April 1, 2021. Details of Remuneration paid to the Managing Director are
It has also been decided to pay H 50,000/- for attending each as given below:
meeting of the Stakeholders Relationship Committee w.e.f.
(H in crores)
April 1, 2021. Sitting fees of H 50,000/- paid/payable to the
Directors for attending each meeting of the Audit Committee Name of the Director Salary, Allowance,
remain unchanged. Bonus and Perquisites
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
remuneration amounting to H 21 lakhs paid to Mr. Jayakumar existing charter/terms of reference of the CSR Committee
Krishnaswamy, Managing Director of the Company in FY 2020- and amended the CSR Policy of the Company. The CSR Policy
21, subject to the approval of the Members of the Company at is hosted on the Company’s website www.nuvoco.com. For
the ensuing 22nd AGM of the Company. details of the CSR activities undertaken by the Company and
amount spent thereon during the year under review, kindly
The terms of appointment and remuneration of the Managing refer to the Annexure to the Board’s Report.
Director are contractual in nature. As per the provisions of
the service contracts entered into by the Company with The Composition of CSR Committee and Attendance at its
Managing Director, the validity period of service contract is Meeting are as follows:
up to 5 (five) years from the date of appointment by the
Board. The Notice period for the Managing Director is 6 (six) During the year under review, 2 (two) meetings of the Committee
months. The service contract may be terminated earlier, were held on June 24, 2020 and February 12, 2021.
by either Party by giving to the other Party a 6-month (six-
month) notice of such termination or the payment of basic Name of the Category No. of
salary in lieu of the notice period or part thereof by either Member Meetings
party. There is no provision for payment of severance fees. Attended
(iv) Monitoring the CSR Policy of the Company from time to CODE OF BUSINESS CONDUCT
time;
The Company has in place a comprehensive Code of Business
(v) Carrying out such other functions as may be entrusted Conduct (“Code”) which is applicable to all the employees,
by the Board or which may be required to be undertaken officers, vendors, suppliers, representatives, agents and
pursuant to any regulatory or statutory requirements/ consultants of the Company. The Code lays down the rules
stipulations prescribed from time to time; to be followed for ensuring compliance with the laws while
carrying out the duties, preventing conflict of interest in a
(vi) Obtaining outside legal or other professional advice with given professional engagement, ensuring health and safety,
relevant expertise. protecting the Company’s assets, resources and ensuring
fairness in financial reporting. Violation of the Code would
Subsequent to the year under review, the Board at its Meeting
lead to disciplinary action against the employees and officers
held on April 7, 2021 replaced and substituted the aforesaid
of the Company.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Location, date and time of the Annual General Meetings held during the preceding 3 (three) years and the Special Resolutions
passed thereat are as follows:
21 Annual
st
August 14, 2020 Via video conference at deemed None
General Meeting at 1.00 p.m. venue - Equinox Business Park,
Tower-3, East Wing, 4th Floor, LBS
Marg, Kurla (West) Mumbai-400 070
20th Annual August 7, 2019 a. Increase in the Borrowing limits of the
General Meeting at 2.30 p.m. Company pursuant to Section 180(1)
(c) of the Companies Act, 2013 to
Equinox Business Park, Tower-3, H 7,750 crores;
East Wing, 4th Floor, LBS Marg, b. Increase in the limits for creation of
Kurla (West) Mumbai-400 070 mortgage/charge on the assets of
the Company upto H 7,750 crores,
pursuant to Section 180(1)(a) of the
Companies Act, 2013.
19th Annual September 27, 2018 Equinox Business Park, Tower-3, None
General Meeting at 11.30 a.m. East Wing, 4th Floor, LBS Marg,
Kurla (West) Mumbai-400 070
June 24, 2020 at 2.15 p.m. a. Issue and allotment of Compulsorily and
Mandatorily Convertible Debentures on a
preferential basis;
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
a. 22nd Annual General Meeting The Non-Convertible Debentures of the Company are
listed and traded on NSE, depositories being National
Day and Date Monday, July 5, 2021 Securities Depository Limited (“NSDL”) and Central
Depository Services (India) Limited (“CDSL”).
Venue In accordance with the General Circular
issued by the MCA on May 5, 2020 read In terms of Regulation 14 of the Listing Regulations, the
together with circulars dated April 8, 2020, listing fee for the FY 2021-22 has been paid to NSE.
April 13, 2020 and January 13, 2021, the d. ISIN/Symbol/CIN
AGM will be held through VC/ OAVM.
The deemed venue for the AGM: Equity Shares (Unlisted) INE118D01016
Commercial Papers
ISIN Amount Issue date Maturity date
99
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company’s 100% equity shares are in dematerialized The details of Credit Ratings obtained by the Company
form and are transferable through the depository system have been disclosed in the Board’s Report which forms
under NSDL. For FY 2020-21, the Registrar and Share part of this Annual Report.
Transfer Agent (“RTA”) of the Company was MCS Share
Transfer Agent Limited. The Company is in the process g. Investor Helpdesk and RTA
of changing its RTA from MCS Share Transfer Agent
For any grievances/complaints/correspondence, the Members/
Limited to Link Intime India Private Limited.
Debenture holders may contact at the following addresses:
MCS Share Transfer Agent Limited IDBI Trusteeship Services Limited Nuvoco Vistas Corporation Limited
Promoter
- Individual 2,49,84,351 7.93
- Body Corporate* 27,27,27,274 86.56
Promoter Group
- Individual 1,73,77,436 5.52
Total 31,50,89,061 100.00
* The shareholding in the name of Niyogi Enterprise Private Limited includes the shares held by 6 individual members holding 1 share each as its
nominee.
i. Plant Locations
Cement Plants:
100
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
101
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
a. Disclosures on materially significant Related Party The Company has complied with the requirements of
Transactions that may have potential conflict with the the Stock Exchange, SEBI and Statutory Authority on all
interests of the Company at large: matters related to capital markets. During the last three
years, no penalties or strictures have been imposed on
During the year under review, all the related party the Company by these authorities on matters related to
transactions that were entered into were on an arm’s capital markets.
length basis and in the ordinary course of business,
and there were no transactions of material nature with c. Whistleblower Policy:
the Promoters, Directors, Key Managerial Personnel
The Company has adopted a Whistleblower Policy and
and Senior Management Personnel that had potential
established the necessary Vigil Mechanism, which is
conflict with the interest of the Company at large.
in line with Section 177 of the Act. Pursuant to the
The details of the transactions with the related parties Policy, the Whistleblower can raise concerns relating
are placed before the Audit Committee on a quarterly to Reportable Matters such as actual or suspected
basis in compliance with the provisions of Section 177 fraudulent practices, corruption, breach of Code of
of the Act and Rules framed thereunder. Details of Conduct, breach of Prevention of Sexual Harassment
related party transactions are disclosed in the notes to policy, and any other policy of the Company, as notified
the Financial Statements as per the applicable Indian from time to time, by or against the Directors and
Accounting Standards. employees, etc.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Further, the mechanism adopted by the Company - number of complaints disposed of during the
encourages the Whistleblower to disclose the Reportable financial year – Nil
Matters to the Ethics and Compliance Committee;
provides for adequate safeguards against victimization - number of complaints pending as of the end of the
of any Whistleblower, who avails of such a mechanism; financial year – Nil
and also provides for direct access to the Chairperson
During the year under review, no complaints of sexual
of the Audit Committee in appropriate or exceptional
harassment were received and 20 (twenty) Awareness
cases. The Audit Committee supervises the development
Programmes about Sexual Harassment Policy were
and implementation of the Policy, including the work of
conducted virtually due to COVID-19 Pandemic. This has
the Ethics and Compliance Committee. Coordination of
been made part of the induction training for the benefit of
the investigation of any serious Protected Disclosures
all new joinees.
concerning the alleged violation of laws or regulations
is the responsibility of the Audit Committee. During the The Company has submitted its Annual Report on the
year under review, the Company has received 7 (seven) cases of sexual harassment at workplace to District Officer,
complaints under the Whistleblower Policy, which were Mumbai, pursuant to Section 21 of the aforesaid Act and
resolved expeditiously. There were no pending complaints Rules framed thereunder.
at the end of the year. It is affirmed that no personnel of
the Company has been denied access to the Ethics and
CODES AS PER THE SEBI (PROHIBITION OF
Compliance Committee and Audit Committee.
INSIDER TRADING) REGULATIONS, 2015 AND
Subsequent to the year under review, the Board at its POLICIES AS PER THE LISTING REGULATIONS
Meeting held on April 7, 2021 had amended the Vigil
CODES:
Mechanism and Whistleblower Policy and the same is
hosted on the Company’s website www.nuvoco.com. Pursuant to the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time
d. Disclosure of Accounting Treatment:
(the “PIT Regulations”), the Board has adopted the Code of
Pursuant to the provisions of the Act, the Financial Practices and Procedures for Fair Disclosure of Unpublished
Statements of the Company have been prepared in Price Sensitive Information and the Code of Conduct for
accordance with the Indian Accounting Standards Prevention of Insider Trading to regulate, monitor and report
notified under the Companies (Indian Accounting trading in the securities of the Company by its employees
Standards) Rules, 2015, as amended from time to time. and other connected persons. The Company has also
adopted the Policy and Procedure for inquiry in case of Leak
e. Confirmation by the Board of Directors acceptance of of Unpublished Price Sensitive Information or suspected
Recommendations of Committees: leak of Unpublished Price Sensitive Information.
During the year under review, the Board has accepted all Ms. Shruta Sanghavi, Company Secretary of the Company
recommendations received from all its Committees. has been designated as Chief Investor Relations Officer, for
dealing with dissemination of information and disclosure of
f. Disclosures in relation to the Sexual Harassment of
Unpublished Price Sensitive Information. She has also been
Women at Workplace (Prevention, Prohibition and
designated as Compliance Officer for regulating, monitoring
Redressal) Act, 2013
trading and reporting on trading by the Insiders as required
The Company has in place an Anti-Sexual Harassment under the PIT Regulations and Code of Conduct of the
Policy in line with the requirements of the Sexual Company.
Harassment of Women at Workplace (Prevention,
Subsequent to the year under review, the Board at its Meeting
Prohibition and Redressal) Act, 2013. The Complaints
held on April 7, 2021 had amended the above mentioned
Committee redresses the complaints received regarding
Policy and Code of Conduct.
sexual harassment of women at workplace. All employees
are covered under this Policy. POLICIES:
Disclosures in relation to the Sexual Harassment of Pursuant to Regulation 9 of the Listing Regulations,
Women at Workplace (Prevention, Prohibition and the Company has adopted the Policy on Preservation of
Redressal) Act, 2013 are as follows: Documents.
- number of complaints filed during the financial year Pursuant to the Listing Regulations, the Board at its meeting
– Nil held on April 7, 2021, adopted the below policies/code
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
of conduct which are hosted on the Company’s website - Policy for Formulation of Criteria for Evaluation of
www.nuvoco.com, in line with the requirements of Listing Performance of the Board of Directors;
Regulations:
- Archival Policy;
- Policy on Succession Planning for the Board and Senior
Management; - Policy for Familiarisation Programme for Independent
Directors;
- Policy on the Diversity of the Board of Directors;
- Code of Conduct for the Company’s Board of Directors
- Policy for Determination of Material Subsidiary; and the Senior Management.
- Policy on Materiality of Related Party Transactions and The Management Discussion and Analysis Report forms part
dealing with Related Party Transactions; of this Annual Report.
104
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
1 Recognition, Measurement and Presentation of Our audit procedures in respect of this area included:
Litigations, Claims and Contingent Liabilities:
1. We understood the processes, evaluated the design and
a) Claim receivable under the Industrial Promotional implementation of controls and tested the operating
Assistance scheme related to Mejia Cement Plant: effectiveness of the Company’s controls over the recording
and re-assessment of uncertain legal positions, litigations,
The Company has an outstanding litigation with
claims and contingent liabilities.
respect to Claims receivable from Government
of West Bengal under the West Bengal Incentive 2. We obtained an understanding of the nature of litigations
Scheme 2004. Outstanding claim receivable as at pending against the Company by reading the minutes
March 31, 2021 amounts to H 427.14 crores [Refer of the Board of Directors meetings and discussing the
Note 56 to the standalone financial statements]. developments during the year for key litigations with Head
of Legal and Compliance and other Senior Management
b) Contingent liabilities and other litigations:
personnel.
The Company operates in multiple jurisdictions,
3. Verified the completeness of the litigations and claims
exposing it to a variety of different laws, regulations,
by examining, on a sample basis, the Company’s legal
and interpretations thereof. In such an environment,
expenses.
there is an inherent risk of litigation.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
Further, the Company has disclosed significant 4. Involved our internal tax experts to challenge management
open legal cases with respect to Competition decisions and rationale with respect to provisions not
Appellate Tribunal (COMPAT) [Refer Note 48 (iii) made in the books of account or disclosed as contingent
to the standalone financial statements], and other liability or cases which are remote and do not warrant any
material contingent liabilities [Refer Note 48 to the disclosure.
standalone financial statements].
5. We read the correspondence from Court authorities and
Given the complexity and magnitude of potential considered legal opinion obtained by the Management
exposures to the Company, the assessment of the from external law firms to evaluate the basis for not
existence of legal or constructive obligation and recognising any provision in the standalone financial
analysis of the probability of the related outflow statements. We also tested the independence, objectivity
of resources involves significant judgement by the and competence of such management experts involved
management.
6. We also obtained direct legal confirmations for significant
Due to the level of judgement relating to matters from the law firms handling such matters to
recoverability of fiscal incentive, recognition of corroborate management’s conclusions.
provisions and disclosure of contingent liabilities,
7. For those matters where Management concluded that
this is considered to be a key audit matter.
no provision should be recorded, we also considered the
adequacy and completeness of the Company’s disclosures
made in relation to litigations, claims and contingent
liabilities.
2 Revenue Recognition: Discounts and Rebates: Our key audit procedures, in respect of this matter are
described below:
Refer to the disclosures related to Revenue recognition
in Note 43 to the standalone financial statements. 1. Verified whether accounting policy adopted by the
Company is in accordance with Ind AS 115 - Revenue from
The Company records revenue net of such discounts
contracts with customers.
and rebates as required under Ind AS 115- Revenue
from contracts with customers. The Company sells 2. Performed procedures to assess whether the design,
cement in various states through its dealers. The implementation and operating effectiveness of the
Company gives various types of discounts and rebates controls related to the approval, recording, calculation
to these dealers through various scheme based on the and payments of rebates and discounts and the estimates
market conditions and competition. for the year end provisions are in accordance with the
discount schemes approved by the Head of Department.
Due to the Company’s presence across different
marketing regions within the country and the 3. Recalculated the discounts for certain schemes on test
competitive business environment, the estimation check basis.
of the various types of discounts and rebates to be
4. Verified on test check basis the subsequent payments
recognized based on sales made during the year is
made against the year-end provision and also verified the
material and considered to be judgmental and involve
actual pay-outs made against the previous year provision
significant estimation by the management, therefore
to test the reasonableness of the management estimation
this is considered to be a key audit matter.
process.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
3 Financial instruments -Issuance of Compulsory and Our key audit procedures, in respect of this matter are
Mandatorily Convertible Debentures (CCDs): described below:
During the year, Company has issued convertible 1. Critically assessed the terms and conditions for the
debentures amounting to INR 500 crores. The number issuance of the CCDs and evaluated whether the CCDs
of equity shares to be issued on conversion of CCDs is constitutes an instrument within the meaning of Ind AS
given in the debenture subscription agreement. 32 that must be recognised as a financial liability and/or
as an equity instrument in accordance with Ind AS 32.
In accordance with the provisions of Ind AS 32
“Financial Instruments: Presentation”, the Company 2. For the equity component, we, inter alia, assessed to
has accounted for this instrument as a Compound what extent the requirements under Ind AS 32 were met
Instrument. and whether the substance of the contractual terms and
conditions of the CCDs suffice to classify the debentures
The Company’s detailed disclosures pertaining terms
as equity.
of the instrument and the related accounting treatment
are contained in Note 57 to the standalone financial 3. Evaluated the obligation to make ongoing coupon
statements. payments in accordance with Ind AS 32 in order to
determine to what extent Company does not have a right
Since the classification of CCDs as debt or partially as
to avoid delivering cash to settle a contractual obligation,
equity and partially as debt impacts the Company’s
thus giving rise to a financial liability.
capital structure, credit rating and complying with
covenants, etc. this matter was particular importance 4. Validated the assessment carried out by the Management
during our audit and considering the magnitude of to determine whether these should be accounted for
the transaction and significant management judgment entirely as debt or equity or split into an equity component
involved, we have determined this as a key audit matter. and a debt component in light of the economic substance
and legitimate corporate objectives.
In terms with Ind AS 36 ‘Impairment of Assets’, the 2. Obtained the impairment analysis model from the
carrying amount of the RMX CGU (including goodwill) management and reviewed their conclusions.
is compared with the recoverable amount of the RMX
3. Tested the inputs used in the Model by examining the
CGU. In determining the fair value/value in use of
underlying data and validating the future projections by
RMX CGU units, the Company has applied judgment in
comparing past projections with actual results, including
estimating future revenues, operating profit margins,
discussions with management.
long-term growth rate and discount rates. The carrying
value of goodwill is tested annually for impairment. 4. Assessed the reasonableness of the assumptions used and
The Company performed its annual impairment test of appropriateness of the valuation methodology applied.
goodwill and determined that there was no impairment. Tested the discount rate and long term growth rates used
Key assumptions concerning the impairment test are in the forecast including comparison to economic and
disclosed in Note 4 to the standalone Ind AS financial industry forecasts where appropriate.
statements.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
Due to the significance of the carrying value of goodwill 5. Performed sensitivity analysis on these key assumptions
and judgment involved in performing impairment test, to assess potential impact of downside in the underlying
this matter was considered significant to our audit. cash flow forecasts and assessed the possible mitigating
actions identified by management.
Information Other than the Standalone Financial the Act; for safeguarding of the assets of the Company and
Statements and Auditor’s Report Thereon for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
The Company’s Board of Directors is responsible for the making judgments and estimates that are reasonable and
other information. The other information comprises the prudent; and design, implementation and maintenance of
information included in the Company’s annual report but adequate internal financial controls, that were operating
does not include the standalone financial statements and our effectively for ensuring the accuracy and completeness of
auditor’s report thereon. the accounting records, relevant to the preparation and
presentation of the standalone financial statement that give
Our opinion on the standalone financial statements does not
a true and fair view and are free from material misstatement,
cover the other information and we do not express any form
whether due to fraud or error.
of assurance conclusion thereon.
In preparing the standalone financial statements, the Board
In connection with our audit of the standalone financial
of Directors is responsible for assessing the Company’s
statements, our responsibility is to read the other
ability to continue as a going concern, disclosing, as
information and, in doing so, consider whether the other
applicable, matters related to going concern and using the
information is materially inconsistent with the standalone
going concern basis of accounting unless the Board of
financial statements or our knowledge obtained in the audit
Directors either intends to liquidate the Company or to cease
or otherwise appears to be materially misstated. If, based
operations, or has no realistic alternative but to do so.
on the work we have performed, we conclude that there is
a material misstatement of this other information, we are Those Board of Directors are also responsible for overseeing
required to report that fact. We have nothing to report in this the Company’s financial reporting process.
regard.
108
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
We give in “Annexure A” a detailed description of Auditor’s (g) With respect to the other matters to be included in
responsibilities for Audit of the Standalone Financial the Auditor’s Report in accordance with Rule 11 of
Statements. the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
Report on Other Legal and Regulatory Requirements
i. The Company has disclosed the impact of
1. As required by the Companies (Auditor’s Report) Order,
pending litigations on its financial position in its
2016 (“the Order”), issued by the Central Government of
standalone financial statements – Refer Note 48
India in terms of sub-section (11) of section 143 of the
and 56 to the standalone financial statements.
Act, we give in “Annexure B” a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the ii. The Company did not have any long-term
extent applicable. contracts including derivative contracts for
which there were any material foreseeable
2. As required by Section 143(3) of the Act, we report that:
losses.
(a) We have sought and obtained all the information and
iii. There were no amounts which were required to
explanations which to the best of our knowledge and
be transferred to the Investor Education and
belief were necessary for the purposes of our audit.
Protection Fund by the Company.
(b) In our opinion, proper books of account as required
3. As required by The Companies (Amendment) Act, 2017,
by law have been kept by the Company so far as it
in our opinion, according to information, explanations
appears from our examination of those books.
given to us, the remuneration paid by the Company to
(c) The Balance Sheet, the Statement of Profit and its director has exceeded the limits prescribed under
Loss, the Statement of Changes in Equity and the Section 197 of the Act and rules thereunder by H 0.21
Statement of Cash Flow dealt with by this Report are crore. As informed, the Company would be seeking
in agreement with the books of account. Shareholder’s approval in accordance with sub section
10 of section 197 of the Act, 2013 for the said excess
(d) In our opinion, the aforesaid standalone financial amount at the ensuing annual general meeting.
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
the Companies (Indian Accounting Standards)
Rules, 2015, as amended.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Auditor’s Responsibilities for the Audit of the • Evaluate the overall presentation, structure and content
Standalone Financial Statements of the financial statements, including the disclosures,
and whether the financial statements represent the
As part of an audit in accordance with SAs, we exercise underlying transactions and events in a manner that
professional judgment and maintain professional skepticism achieves fair presentation.
throughout the audit. We also:
We communicate with those charged with governance
• Identify and assess the risks of material misstatement of regarding, among other matters, the planned scope and
the financial statements, whether due to fraud or error, timing of the audit and significant audit findings, including
design and perform audit procedures responsive to those any significant deficiencies in internal control that we identify
risks, and obtain audit evidence that is sufficient and during our audit.
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from We also provide those charged with governance with a
fraud is higher than for one resulting from error, as fraud statement that we have complied with relevant ethical
may involve collusion, forgery, intentional omissions, requirements regarding independence, and to communicate
misrepresentations, or the override of internal control. with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
• Obtain an understanding of internal control relevant to where applicable, related safeguards.
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3) From the matters communicated with those charged with
(i) of the Act, we are also responsible for expressing our governance, we determine those matters that were of most
opinion on whether the company has internal financial significance in the audit of the financial statements of the
controls with reference to financial statements in place current period and are therefore, the key audit matters. We
and the operating effectiveness of such controls. describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
• Evaluate the appropriateness of accounting policies when, in extremely rare circumstances, we determine that a
used and the reasonableness of accounting estimates matter should not be communicated in our report because
and related disclosures made by management. the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
• Conclude on the appropriateness of management’s use of
communication.
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
For MSKA & Associates
going concern. If we conclude that a material uncertainty
Chartered Accountants
exists, we are required to draw attention in our auditor’s
ICAI Firm Registration No. 105047W
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence Siddharth Iyer
obtained up to the date of our auditor’s report. However, Partner
future events or conditions may cause the Company to Place: Mumbai Membership No. 116084
cease to continue as a going concern. Date: May 21, 2021 UDIN: 21116084AAAABF5723
110
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
i. (a) The Company has maintained proper records having regard to the size of the Company and the
showing full particulars including quantitative nature of its assets. No material discrepancies were
details and situation of fixed assets (Property, Plant noticed on such verification.
and Equipment).
(c) According to the information and explanations given
(b) All the fixed assets were physically verified by the to us and on the basis of our examination of the
management in the previous year in accordance records of the Company, the title deeds of immovable
with a planned programme of verifying them once properties other than self-constructed building are
in three years which, in our opinion, is reasonable held in the name of the Company except for: -
In case of below immovable properties, title deeds were not available with the Company. As explained to us, the
Company is in the process of reconciling these properties with court order and hence we are unable to comment on
the same: -
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ii. The inventory (excluding stocks with third parties) has v. In our opinion and according to the information and
been physically verified by the management during the explanations given to us, the Company has not accepted
year. In respect of inventory lying with third parties, any deposits from the public within the meaning of
these have substantially been confirmed by them. In Sections 73, 74, 75 and 76 of the Act and the rules
our opinion, the frequency of verification is reasonable. framed there under.
No material discrepancies were noticed on verification
between the physical stocks and the book records. vi. We have broadly reviewed the books of account relating
to materials, labour and other items of cost maintained
iii. The Company has granted unsecured loan to two by the Company pursuant as specified by the Central
Companies covered in the register maintained under Government for the maintenance of cost records
section 189 of the Companies Act, 2013 (‘the Act’). under sub-section (1) of section 148 of the Act related
to manufacture of cement, ready mix concrete and
(a) According to the information and explanations given aggregates and we are of the opinion that prima facie
to us and on the basis of our examination of the the prescribed accounts and records have been made
records of the Company, the rate of interest and and maintained. We have not, however, made a detailed
other terms and conditions on which the loans examination of the records with a view to determine
have been granted to the Companies listed in the whether they are accurate or complete.
register maintained under Section 189 of the Act
are not, prima facie, prejudicial to the interest of the vii. (a) According to the information and explanations given
Company. However, the loan and interest has been to us and the records of the Company examined by us,
fully provided for in the Financial Statements with in our opinion , undisputed statutory dues including
respect to Joint venture amounting to H 2.23 crores. provident fund, employees’ state insurance, income-
tax, sales-tax, service tax, duty of custom, duty
(b) According to the information and explanations given of excise, value added tax, goods and service tax,
to us and on the basis of our examination of the cess and other statutory dues have generally been
records of the Company in case of the loans granted regularly deposited with the appropriate authorities.
(other than the loans granted and fully provided as
stated in clause iii (a) above) to the Company listed (b) According to the information and explanations given
in the register maintained under section 189 of to us, no undisputed amounts payable in respect of
the Act, schedule of repayment of principal and provident fund, employees’ state insurance, income-
payment of interest have been stipulated and the tax, service tax, sales-tax, duty of custom, duty of
borrowers have been regular in the payment of the excise, value added tax, goods and service tax, cess
principal and interest. and other statutory dues were outstanding, at the
year end, for a period of more than six months from
iv. In our opinion and according to the information and the date they became payable.
explanations given to us, the Company has not either
directly or indirectly, granted any loan to any of its (c) According to the information and explanation given
directors or to any other person in whom the director to us and examination of records of the Company,
is interested, in accordance with the provisions of the outstanding dues of income-tax, goods and
section 185 of the Act and the Company has not made service tax, duty of customs, cess and any other
investments through more than two layers of investment statutory dues on account of any dispute, are as
companies in accordance with the provisions of section follows:
186 of the Act. Accordingly, provisions stated in
paragraph 3(iv) of the Order are not applicable to the
Company.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
viii. In our opinion and according to the information and xi. According to the information and explanations given to
explanations given to us, the Company has not defaulted us and based on our examination of the records of the
in repayment of loans or borrowings to the financial Company, the remuneration paid by the Company to
institution, bank or dues to the debenture holders. The its directors has exceeded the limits prescribed under
Company does not have any loan or borrowings payable Section 197 of the Act and rules thereunder by H 0.21
to government. crore. As informed, the Company would be seeking
Shareholder’s approval in accordance with sub section
ix. In our opinion, according to the information explanation 10 of section 197 of the Act for the said excess amount
provided to us, money raised by way of term loans at the ensuing annual general meeting.
during the year have been applied for the purpose for
which they were raised. The unutilized amount pertains xii. In our opinion and according to the information and
to one outstanding term loan of H 200.00 crores which explanations given to us, the Company is not a Nidhi
has been invested in liquid mutual funds as at March 31, Company. Accordingly, the provisions stated in paragraph
2021. The Company has not raised any money by way of 3(xii) of the Order are not applicable to the Company.
initial public offer or further public offer (including debt
instruments) during the year. xiii. According to the information and explanations given to
us and based on our examination of the records of the
x. During the course of our audit, examination of the books Company, transactions with the related parties are in
and records of the Company, carried out in accordance compliance with sections 177 and 188 of the Act where
with the generally accepted auditing practices in India, applicable and details of such transactions have been
and according to the information and explanations given disclosed in the financial statements as required by the
to us, we have neither come across any instance of applicable accounting standards.
material fraud by the Company or on the Company by its
officers or employees.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
xiv. According to the information and explanations given to xvi. In our opinion, the Company is not required to be
us and based on our examination of the records of the registered under section 45 IA of the Reserve Bank of
Company, the Company has made private placement of India Act, 1934 and accordingly, the provisions stated in
fully convertible debentures during the year. In respect paragraph clause 3 (xvi) of the Order are not applicable
of the same, in our opinion, the Company has complied to the Company.
with the requirement of Section 42 of the Act and the
Rules framed thereunder. Further, in our opinion, the
amounts so raised have been used for the purposes for
For MSKA & Associates
which the funds were raised.
Chartered Accountants
xv. According to the information and explanations given to ICAI Firm Registration No. 105047W
us and based on our examination of the records of the
Company, the Company has not entered into non-cash Siddharth Iyer
transactions with directors or persons connected with Partner
him. Accordingly, provisions stated in paragraph 3(xv) of Place: Mumbai Membership No. 116084
the Order are not applicable to the Company. Date: May 21, 2021 UDIN: 21116084AAAABF5723
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Report on the Internal Financial Controls under obtain reasonable assurance about whether internal financial
Clause (i) of Sub-section 3 of Section 143 of the controls with reference to standalone financial statements
Companies Act, 2013 (“the Act”) was established and maintained and if such controls
operated effectively in all material respects.
We have audited the internal financial controls with reference
to standalone financial statements of Nuvoco Vistas Our audit involves performing procedures to obtain audit
Corporation Limited (“the Company”) as of March 31, 2021 evidence about the internal financial controls with reference
in conjunction with our audit of the standalone financial to standalone financial statements and their operating
statements of the Company for the year ended on that date. effectiveness. Our audit of internal financial controls with
reference to standalone financial statements included
obtaining an understanding of internal financial controls
Management’s Responsibility for Internal Financial
with reference to standalone financial statements, assessing
Controls
the risk that a material weakness exists, and testing and
The Company’s Management is responsible for establishing evaluating the design and operating effectiveness of internal
and maintaining internal financial controls based on the control based on the assessed risk. The procedures selected
internal control with reference to standalone financial depend on the auditor’s judgement, including the assessment
statements criteria established by the Company considering of the risks of material misstatement of the standalone
the essential components of internal control stated in the financial statements, whether due to fraud or error.
Guidance Note on Audit of Internal Financial Controls Over
We believe that the audit evidence we have obtained is
Financial Reporting issued by the Institute of Chartered
sufficient and appropriate to provide a basis for our audit
Accountants of India (ICAI) (the “Guidance Note”). These
opinion on the Company’s internal financial controls with
responsibilities include the design, implementation and
reference to standalone financial statements.
maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to Meaning of Internal Financial Controls with
Company’s policies, the safeguarding of its assets, the Reference to Standalone Financial Statements
prevention and detection of frauds and errors, the accuracy
A Company's internal financial control with reference to
and completeness of the accounting records, and the timely
standalone financial statements is a process designed
preparation of reliable financial information, as required
to provide reasonable assurance regarding the reliability
under the Act.
of financial reporting and the preparation of standalone
financial statements for external purposes in accordance
Auditors’ Responsibility with generally accepted accounting principles. A Company's
internal financial control with reference to standalone
Our responsibility is to express an opinion on the Company's
financial statements includes those policies and procedures
internal financial controls with reference to standalone
that (1) pertain to the maintenance of records that,
financial statements based on our audit. We conducted
in reasonable detail, accurately and fairly reflect the
our audit in accordance with the Guidance Note and the
transactions and dispositions of the assets of the company;
Standards on Auditing, issued by ICAI and deemed to be
(2) provide reasonable assurance that transactions are
prescribed under section 143(10) of the Act, to the extent
recorded as necessary to permit preparation of standalone
applicable to an audit of internal financial controls. Those
financial statements in accordance with generally accepted
Standards and the Guidance Note require that we comply
accounting principles, and that receipts and expenditures
with ethical requirements and plan and perform the audit to
of the company are being made only in accordance with
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Note As at As at
Particulars
No. 31 March 2021 31 March 2020
ASSETS
NON-CURRENT ASSETS
(a) Property, plant and equipment 2 5,992.02 6,220.80
(b) Capital work-in-progress (net of provision) 960.92 646.93
(c) Investment property 3 0.55 1.19
(d) Goodwill 4 2,443.86 2,443.86
(e) Other intangible assets 4 1,170.84 1,202.64
(f) Right of use asset 5 178.87 101.68
(g) Financial assets
(i) Investments 6 2,271.28 0.05
(ii) Loans 7 1,001.24 0.17
(iii) Other non-current financial assets 8 567.41 579.09
(h) Income tax assets (net) 131.32 133.93
(i) Other non current assets 9 95.68 107.06
14,813.99 11,437.40
CURRENT ASSETS
(a) Inventories 10 502.04 603.03
(b) Financial assets
(i) Investments 11 310.13 -
(ii) Trade receivables 12 387.34 506.30
(iii) Cash and cash equivalents 13 415.69 253.86
(iv) Bank balances other than Cash and cash equivalents 14 27.00 257.00
(v) Loans 15 2.44 2.26
(vi) Other current financial assets 16 191.49 265.81
(c) Income tax assets (net) 1.56 1.39
(d) Other current assets 17 121.62 117.23
1,959.31 2,006.88
TOTAL ASSETS 16,773.30 13,444.28
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 18 315.09 242.36
(b) Other equity 7,057.25 5,036.88
7,372.34 5,279.24
LIABILITIES
NON-CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 19 3,894.38 2,931.25
(ii) Other non-current financial liabilities 20 52.76 52.76
(iii) Lease liabilities 40 84.89 33.64
(b) Provisions (non-current) 21 68.33 70.31
(c) Deferred tax liabilities (net) 22 1,461.00 1,441.84
5,561.36 4,529.80
CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 23 - 661.31
(ii) Trade payables 24
- Due to micro and small enterprises 31.16 12.01
- Due to creditors other than micro and small enterprises 667.87 773.95
(iii) Other current financial liabilities 25 2,329.59 1,516.67
(iv) Lease liabilities 40 48.79 15.88
(b) Other current liabilities 26 430.09 333.84
(c) Provisions (current) 27 332.10 321.58
3,839.60 3,635.24
TOTAL EQUITY AND LIABILITIES 16,773.30 13,444.28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1B
The accompanying notes are an integral part of these Standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
For MSKA & Associates CIN: U26940MH1999PLC118229
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date : 21 May 2021 Date : 21 May 2021
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note
Particulars 2020-21 2019-20
No.
INCOME
Revenue from operations 28 5,805.35 6,793.24
Other income 29 83.41 36.70
Total Income 5,888.76 6,829.94
EXPENSES
Cost of materials consumed 30 807.13 1,273.82
Purchase of stock in trade 31 157.89 17.56
Changes in inventories of finished goods, work-in-progress and stock-in-trade 32 101.85 (61.37)
Power and fuel 1,023.88 1,225.63
Freight and forwarding charges 1,478.01 1,776.14
Employee benefits expense 33 403.80 404.61
Finance costs 34 516.91 419.21
Depreciation and amortization expense 35 587.33 527.88
Other expenses 36 712.47 859.71
Total expenses 5,789.27 6,443.19
The accompanying notes are an integral part of these Standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
For MSKA & Associates CIN: U26940MH1999PLC118229
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes :
i) The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting
Standard (Ind AS) 7 - "Cash Flow Statements".
ii) Disclosure as required by Ind AS 7 - "Cash Flow Statements" - Changes in liabilities arising from financing activities:
The accompanying notes are an integral part of these Standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
121
122
Standalone Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)
Balance at the beginning of the reporting year 24,23,61,787 242.36 20,00,00,000 200.00
Share issued on account of business combination (Refer note 51) - - 4,23,61,787 42.36
Shares Issued (Right Issue) 7,27,27,274 72.73 - -
Balance at the end of the reporting year 31,50,89,061 315.09 24,23,61,787 242.36
Other equity
Balance at 1 April 2019 37.33 (1,053.75) 838.28 2,197.19 23.33 493.50 2.53 90.00 0.01 2,122.90 42.36 - 4,793.68
Profit for the year - - - - - - - - - 249.25 - - 249.25
Other comprehensive loss for the year - - - - - - - - - (3.03) - - (3.03)
Total comprehensive income - - - - - - - - - 246.22 - - 246.22
Transfer to Debenture redemption - - - - - 73.07 - - - (73.07) - - -
reserve from retained earning*
Contribution from erstwhile owners of - - 39.91 - - - - - - - - - 39.91
demerged undertaking (Refer note 51)
Transfer to retained earning from - - - - - (303.96) - - - 303.96 - - -
Debenture redemption reserve*
Issue of shares on account of - - - - - - - - - - (42.36) - (42.36)
business combination (common
control) (Refer note 51)
Share issue expenses (net of tax)** - - - (0.57) - - - - - - - - (0.57)
Balance at 31 March 2020 37.33 (1,053.75) 878.19 2,196.62 23.33 262.61 2.53 90.00 0.01 2,600.01 - - 5,036.88
Profit for the year - - - - - - - - - 22.78 - - 22.78
Other comprehensive income for the - - - - - - - - - 2.86 - - 2.86
year
Total comprehensive income - - - - - - - - - 25.64 - - 25.64
Standalone Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)
Notes:
* As per notification GSR 574(E) in reference to amendment in rule 18, for sub rule 7 of the Companies (Share Capital and Debentures) Rules, 2014, Company has discontinued creating Debenture
CORPORATE OVERVIEW
The accompanying notes are an integral part of these Standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
123
Date : 21 May 2021 Date : 21 May 2021
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Subsequent costs are included in the asset’s Depreciation (other than on mining land) is calculated
carrying amount or recognised as a separate asset, on a straight-line basis to allocate the cost of assets,
as appropriate, only when it is probable that future net of their residual values, over their estimated
economic benefits associated with the item will flow useful lives. Components having value significant
to the Company and the cost of the item can be to the total cost of the asset and life different from
measured reliably. that of the main asset are depreciated over its useful
life. The useful lives have been determined based on
An item of spare parts that meets the definition of
technical evaluation which are higher than those
‘PPE’ is recognised as “PPE”. The depreciation on
specified by Schedule II to the Companies Act; 2013,
such an item of spare part will begin when the asset
in order to reflect the actual usage of the assets. The
is available for use i.e. when it is in the location and
useful lives so determined are as follows:
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company remeasures the lease liability (and 1. Financial assets at amortised cost
makes a corresponding adjustment to the related
right-of-use asset) whenever there is a change to 2. Financial assets at fair value
the lease terms or expected payments under the
Where assets are measured at fair value, gains
lease, or a modification that is not accounted for as
and losses are either recognized in the statement
a separate lease
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A financial asset is measured at amortised cost if All equity investments in scope of Ind AS 109 are
following two conditions are met: measured at fair value. Equity instruments which
are held for trading and contingent consideration,
1. The asset is held within a business model recognised by an acquirer in a business combination
whose objective is to hold assets for collecting to which Ind AS 103 applies are classified as at fair
contractual cash flows, and value through profit or loss. For all other equity
instruments, the Company may make an irrevocable
2. The contractual terms of the asset give rise
election to present in other comprehensive income
on specified dates to cash flows that are solely
subsequent changes in the fair value. The Company
payments of principal and interest (SPPI) on
makes such election on an instrument by instrument
the principal amount outstanding.
basis. The classification is made on initial recognition
After initial measurement, such financial assets are and is irrevocable.
subsequently measured at amortised cost using the
If the Company decides to classify an equity
effective interest rate (EIR) method. Amortised cost
instrument as at fair value through other
is calculated by taking into account any discount or
comprehensive income, then all fair value changes
premium on acquisition and fees or costs that are an
on the instrument, excluding dividends, are
integral part of the EIR.
recognized in the OCI. There is no recycling of the
The EIR amortisation is included in finance income amounts from OCI to Profit and loss, even on sale of
in the profit or loss. The losses arising from investment. However, the Company may transfer the
impairment are recognised in the profit or loss. cumulative gain or loss within equity.
This category generally applies to trade and other
Equity instruments included within the fair value
receivables.
through profit or loss category are measured at fair
Financial assets at fair value value with all changes recognised in the statement
of profit and loss.
Debt instruments
Derecognition
A debt instrument is classified as at FVTOCI if
following two conditions are met: A financial asset (or, where applicable, a part of a
financial asset or part of a group of similar financial
1. The objective of the business model is achieved
assets) is primarily derecognised (i.e. removed from
both by collecting contractual cash flows and
the Company’s statement of financial position)
selling the financial assets, and
when:
2. The asset’s contractual cash flows represent
1. The rights to receive cash flows from the asset
SPPI
have expired, or
Debt instrument included within the fair value
2. The Company has transferred its rights to receive
through other comprehensive income are measured
cash flows from the asset or has assumed an
initially as well as at each reporting date at fair
obligation to pay the received cash flows in full
value. Fair value movements are recognized in the
without material delay to a third party under a
other comprehensive income (OCI).
‘pass-through’ arrangement; and either
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
2. Full life time expected credit losses (expected Derivatives embedded in financial liability or a
credit losses that result from all possible default non-financial host are separated from the host and
events over the life of the financial instrument). accounted for as separate derivatives if:
The Company follows ‘simplified approach’ for • the economic characteristics and risks are not
recognition of impairment loss allowance on trade closely related to the host; a separate instrument
receivables. with the same terms as the embedded derivative
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
• the hybrid contract is not measured at fair value Financial liabilities are designated at fair value
through profit or loss. through profit or loss upon initial recognition
when one of the following criteria are met. Such
Embedded derivatives are measured at fair value designation is determined on an instrument-by-
with changes in fair value recognised in profit or instrument basis:
loss. Reassessment only occurs if there is either a
change in the terms of the contract that significantly • the designation eliminates, or significantly
modifies the cash flows that would otherwise be reduces, the inconsistent treatment that would
required or a reclassification of a financial asset out otherwise arise from measuring the assets or
of the fair value through profit or loss category liabilities or recognising gains or losses on them
on a different basis
Financial assets are classified in their entirety based
on the business model and SPPI assessments as Or
outlined in A. above
• the liabilities are part of a group of financial
C. Financial liabilities liabilities, which are managed and their
Initial recognition and measurement performance evaluated on a fair value basis,
in accordance with a documented risk
All financial liabilities are recognised initially at fair management or investment strategy
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction Or
costs.
• the liabilities contain one or more embedded
The Company’s financial liabilities include trade and derivatives, unless they do not significantly
other payables, loans and borrowings. modify the cash flows that would otherwise be
required by the contract, or it is clear with little
Subsequent measurement or no analysis when a similar instrument is first
considered that separation of the embedded
The measurement of financial liabilities depends on derivative(s) is prohibited
their classification, as described below:
Financial liabilities at fair value through profit or loss
1. Financial liabilities at fair value through profit or are recorded in the statement of financial position
loss at fair value. Changes in fair value are recorded in
profit and loss with the exception of movements
2. Loans and borrowings measured at amortised
in fair value of liabilities designated at FVPL due
cost
to changes in the Company’s own credit risk. Such
Financial liabilities at fair value through profit or changes in fair value are recorded in the Own credit
loss reserve through OCI and do not get recycled to the
profit or loss.
Financial liabilities at fair value through profit or
loss include financial liabilities held for trading Loans and borrowings measured at amortised cost
and financial liabilities designated upon initial
After initial recognition, interest-bearing loans
recognition as at fair value through profit or loss.
and borrowings are subsequently measured at
Financial liabilities are classified as held for trading
amortised cost using the EIR method. Gains and
if they are incurred for the purpose of repurchasing
losses are recognised in profit or loss when the
in the near term.
liabilities are derecognised as well as through the
EIR amortisation process.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Significant financing component - Generally, the Borrowing costs consist of interest and other
Company receives short-term advances from costs that a company incurs in connection with the
its customers. Using the practical expedient in borrowing of funds.
Ind AS 115, the Company does not adjust the
promised amount of consideration for the effects q) Income tax
of a significant financing component if it expects,
The Income tax expense or credit for the period is the
at contract inception, that the period between the
tax payable on the current period’s taxable income
transfer of the promised good or service to the
based on the applicable income tax rate for each
customer and when the customer pays for that good
jurisdiction adjusted by changes in deferred tax assets
or service will be one year or less.
and liabilities attributable to temporary differences.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
a. When the deferred tax liability arises from the Deferred tax assets and liabilities are measured at
initial recognition of goodwill or an asset or the tax rates that are expected to apply in the year
liability in a transaction that is not a business when the asset is realised or the liability is settled,
combination and, at the time of the transaction, based on tax rates (and tax laws) that have been
affects neither the accounting profit nor taxable enacted or substantively enacted at the reporting
profit or loss date.
b. In respect of taxable temporary differences Deferred tax relating to items recognised outside
associated with investments in subsidiaries, profit and loss is recognised outside profit and loss
associates and interests in joint arrangements, (either in other comprehensive income or in equity).
when the timing of the reversal of the temporary Deferred tax items are recognised in correlation
differences can be controlled and it is probable to the underlying transaction either in other
that the temporary differences will not reverse comprehensive income or directly in equity.
in the foreseeable future.
Deferred tax assets and deferred tax liabilities are
Deferred tax assets are recognised for all deductible offset if a legally enforceable right exists to set off
temporary differences, the carry forward of unused current tax assets against current tax liabilities and
tax credits and any unused tax losses. Deferred the deferred taxes relate to the same taxable entity
tax assets are recognised to the extent that it is and the same taxation authority.
probable that taxable profit will be available against
Minimum alternate tax (MAT) paid in a period is
which the deductible temporary differences, and the
charged to the Statement of Profit and Loss as
carry forward of unused tax credits and unused tax
current tax. The Company recognizes MAT credit
losses can be utilised, except:
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All employee benefits payable wholly within twelve • Service costs comprising current service
months of rendering services are classified as costs, past-service costs, gains and losses on
short term employee benefits. Benefits such as curtailments and non-routine settlements; and
salaries, wages, short-term compensated absences,
• Net interest expense or income
performance incentives etc., and the expected cost
of bonus, ex-gratia are recognised during the period Other Long-term employee benefits
in which the employee renders related service.
Other long term employee benefits are recognised
Retirement benefit in the form of provident fund is as an expense in the statement of profit and loss
a defined contribution scheme. The Company has for the period in which the employee has rendered
no obligation, other than the contribution payable services. The expenses are recognised at the
to the provident fund. The Company recognizes present value of the amount payable determined
contribution payable to the provident fund scheme using actuarial valuation technique. Actuarial gains
as an expense, when an employee renders the and loss in respect of other long term benefits are
related service. charged to the statement of profit and loss.
136
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
137
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company uses valuation techniques that are All other assets are classified as non-current.
appropriate in the circumstances and for which
A liability is current when:
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs 1. It is expected to be settled in normal operating
and minimising the use of unobservable inputs. cycle;
All assets and liabilities for which fair value is 2. It is held primarily for the purpose of trading;
measured or disclosed in the standalone financial
3. It is due to be settled within twelve months after
statements are categorised within the fair value
the reporting period,
hierarchy, described as follows, based on the
lowest level input that is significant to the fair value Or
measurement as a whole:
4. There is no unconditional right to defer the
1. Level 1 — Quoted (unadjusted) market prices in settlement of the liability for at least twelve
active markets for identical assets or Liabilities. months after the reporting period
138
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
139
140
Notes to Standalone Financial Statements
(All amounts are in H crore, unless otherwise stated)
Cost as at 1 April 2019 770.46 70.55 4.39 1,549.64 6,708.69 657.76 18.76 36.80 19.30 9,836.35
Additions 6.47 - 3.90 64.57 505.69 3.40 2.19 2.58 0.98 589.78
Disposals - - - (14.93) (15.97) - (0.00) (4.27) (0.07) (35.24)
Reclassified on adoption of Ind AS - (70.55) - - - - - - - (70.55)
116 (Refer note 5)
Cost as at 31 March 2020 (A) 776.93 - 8.29 1,599.28 7,198.41 661.16 20.95 35.11 20.21 10,320.34
Additions 7.14 - 0.33 19.26 203.84 0.50 1.64 1.50 1.36 235.57
Disposals - - - (12.90) (41.66) - (0.01) (0.07) (0.15) (54.79)
Reclassification - - - (0.69) 0.69 - - - - -
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Cost as at 31 March 2021 (C) 784.07 - 8.62 1,604.95 7,361.28 661.66 22.58 36.54 21.42 10,501.12
Accumulated depreciation as at 1 28.16 13.17 3.19 574.95 2,795.28 247.78 9.20 30.77 11.95 3,714.45
April 2019
Depreciation for the year 7.42 - 0.22 54.26 336.52 23.61 2.30 2.60 2.52 429.45
Disposals/adjustments - - - (14.90) (11.96) - (0.00) (4.26) (0.07) (31.19)
Reclassified on adoption of Ind AS - (13.17) - - - - - - - (13.17)
116 (Refer note 5)
Accumulated depreciation as at 31 35.58 - 3.41 614.31 3,119.84 271.39 11.50 29.11 14.40 4,099.54
March 2020 (B)
Depreciation for the year 7.01 - 0.48 55.22 368.76 23.82 2.51 1.69 2.54 462.03
Disposals/adjustments - - - (12.83) (39.49) - (0.01) (0.03) (0.11) (52.47)
Reclassification - - - (0.42) 0.42 - - - - -
Accumulated depreciation as at 31 42.59 - 3.89 656.28 3,449.53 295.21 14.00 30.77 16.83 4,509.10
March 2021 (D)
Net carrying amount as at 31 741.35 - 4.88 984.97 4,078.57 389.77 9.45 6.00 5.81 6,220.80
March 2020 (A)- (B)
Net carrying amount as at 31 741.48 - 4.73 948.67 3,911.75 366.45 8.58 5.77 4.59 5,992.02
March 2021 (C)- (D)
Notes:
a. Freehold land includes H 2.11 (31 March 2020 : H 2.11 Crores) Crores being used by third party
b. Refer note 19 for property, plant and equipment provided as collateral against borrowings
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
3. Investment property
Description Amount
Additions -
Disposals/transfer -
Cost as at 31 March 2020 (A) 1.59
Additions -
Disposals (0.80)
Cost as at 31 March 2021 (C) 0.79
In March 2021, the Company has received quotation from one of the customer for sale of said investment property at
H 0.80 crores. The fair value, as on 31 March 2020, was H 1.60 crores.
Cost as at 1 April 2019 60.86 939.92 506.66 71.90 17.78 1,597.12 2,443.86
141
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Goodwill pertains to the two CGUs below, which are also operating and reportable segments, for impairment testing:
• Cement CGU
Cement RMX
Particulars
31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20
The Company performed its annual impairment test for years ended 31 March 2021 and 31 March 2020 respectively and
no Goodwill impairment was deemed necessary.
i. Cement CGU
The recoverable amount of the Cement CGU has been determined based on a value in use calculation using cash flow
projections covering a five-year period. The projected cash flows have been updated to reflect the demand for Cement.
The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended March 21 is
14.75% and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate that is the same as the
long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded the carrying
value of cash generating unit hence there is no impairment.
142
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The recoverable amount of the Ready mix CGU has been determined based on a value in use calculation using cash
flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for
Ready mix. The pre-tax discount rate applied to cash flow projections for impairment testing during the year ended
March 21 is 14.75% and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate that is the
same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded
the carrying value of cash generating unit hence there is no impairment.
The calculation of value in use for both units is most sensitive to the following assumptions:
Sales Growth Rate - Management expects a stable sales growth rate over the forecast period. The management further
expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the
Company.
Raw Material Price inflation - Past material price movements are used as indicators of future price movements.
Market growth rate - Management expects the Company position in Cement & RMX business to be stable over the forecast
period. The management further expects the Company position in relative to its competitors to strengthen following sales
aggressive targets taken by the Company.
The implications of the key assumptions for the recoverable amount are discussed below:
Sales Growth Rate - Management recognises the effect of new entrant and additional capacity expansion of existing
competitors as not to have material adverse impact on the forecasts.
Raw Material Price inflation - The management has considered the possibility of greater than forecast increases in raw
material price inflation. This may occur if anticipated regulatory changes result in an increase in demand that cannot be
met by suppliers. If prices of raw materials increase greater than the forecast price inflation, then the RMX CGU will have
to pass on such increase to the customer, for Cement CGU raw material prices do not vary significantly.
Market growth rate - Based on industrial data and infrastructure growth action taken by the government, the Company is
of the view that the growth rate will be higher than the forecast estimated by the Company.
While it is unlikely for all the above assumptions to move adversely together, it would require a significant increase/
decrease to result in an impairment charge.
143
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Accumulated amortisation as at
1 April 2019
Amortisation for the year 5.82 - 8.67 6.22 0.39 21.10
Reclassified on adoption 13.17 - - - - 13.17
Disposals/ Adjustment (0.67) - - (1.09) - (1.76)
Accumulated amortisation as at 18.32 - 8.67 5.13 0.39 32.51
31 March 2020 (B)
Amortisation for the year 4.28 14.82 10.15 20.82 0.43 50.50
Disposals - - (10.40) (5.69) (0.06) (16.15)
Accumulated amortisation as at 22.60 14.82 8.42 20.26 0.76 66.86
31 March 2021 (D)
As at As at
Particulars
31 March 2021 31 March 2020
144
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
Note :
The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a
member. The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a joint
venture Company incorporated in India as a special purpose vehicle. The Company’s ownership in the jointly controlled
entity is 19.14%. The other owners in the joint venture being IST Steel & Power Limited (53.59%) and Ambuja Cements
Limited (27.27%).
In prior years, the allotment of the coal block has been cancelled and the Joint Venture (JV) company has been show
caused for allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block
has been challenged before the Hon'ble Delhi High Court and the matter is sub-judice. The guarantees given by the JV has
also been sought to be invoked but the same has been stayed by the Hon'ble Delhi High Court subject to the guarantee
being kept alive. Subsequently such guarantee furnished by the Company has been cancelled.
c. Investment in others
As at As at
Particulars
31 March 2021 31 March 2020
145
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
7. Loans
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Loans to related party (Refer note 42)# 1.21 1.17
Less: Provision for doubtful loans (1.21) (1.17)
Sub total (b) - -
Total (a+b) 1,001.24 0.17
#
Represents intercorporate loan given to Wardha Vaalley Coal Field Private Limited for working capital requirements.
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Deposits with govt. authorities and others 4.89 4.90
Less: Provision for doubtful deposits (4.89) (4.90)
Sub total (b) - -
Total (a+b) 567.41 579.09
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Capital advances 1.26 1.26
Less: Provision for doubtful advances (1.26) (1.26)
Sub total (b) - -
Total (a + b) 95.68 107.06
146
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
10. Inventories
As at As at
Particulars
31 March 2021 31 March 2020
The Company has provided for write down to the value of stores and spare parts in the statement of profit and loss of H
5.11 crores (31 March 2020 - H 0.03 crores).
11. Investments
As at As at
Particulars
31 March 2021 31 March 2020
SBI Liquid Fund (1,55,274.966 Units, (31 March 2020 : Nil)) 50.02 -
Kotak Liquid Fund Dir Gr (1,20,268.653 Units, (31 March 2020 : Nil)) 50.02 -
Nippon Liquid Fund Dir Gr (1,09,338.453 Units, (31 March 2020 : Nil)) 55.03 -
Aditya Birla Sun Life Liquid Fund Dir Gr (15,08,740.328 Units, 50.02 -
(31 March 2020 : Nil))
Axis Liquid Fund (2,40,826.604 Units, (31 March 2020 : Nil)) 55.02 -
UTI Liquid Cash Fund - Dir Growth (1,48,404.558 units, (31 March 2020 : Nil)) 50.02 -
Total 310.13 -
147
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
15. Loans
As at As at
Particulars
31 March 2021 31 March 2020
148
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Interest accrued on loan to related party# 1.02 0.83
Provision for doubtful interest accrued on loan (1.02) (0.83)
Sub total (b) - -
Total (a+b) 191.49 265.81
#
For other receivable outstanding from related parties (Refer note 42)
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
Authorized
7,801,110,000 (31 March 2020 - 7,801,110,000) equity shares of H 10/- each 7,801.11 7,801.11
1,000,000,000 (31 March 2020 - 1,000,000,000) preference shares of H 10/- 1,000.00 1,000.00
each
8,801.11 8,801.11
Issued, subscribed and fully paid-up
315,089,061 (31 March 2020 - 242,361,787) equity shares of H 10/- each 315.09 242.36
315.09 242.36
149
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has only one class of equity shares having a par value of H10 per share. Each holder of equity shares
is entitled to one vote per share. The shareholders are entitled to dividends in Indian Rupees, proposed by the Board
of Directors and subject to the approval of the shareholders in the Annual General Meetings.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.
As at As at
Particulars
31 March 2021 31 March 2020
As per records of the Company, including its register of shareholder/members and other declarations received from
shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of
shares.
(c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
i) Equity shares issued pursuant to merger scheme in financial year 2016-17 - 150,000,000 shares of H 10/- each
ii) On 19th February 2019, the Company has converted Compulsory Convertible Debentures (CCD) of H 1,000 crores
into 50,000,000 numbers of equity shares of H 10/- each. Difference between the equity component of CCD and
face value of the equity shares issued on conversion has been credited to security premium account. Difference
between the outstanding debt component related to CCD (including accrued interest till the date of conversion
accounted as per Ind AS) and interest payable @ 2% till the date of conversion, has been credited to retained
earnings. Remaining portion of the debt component has been treated as Inter Corporate Deposit from Nirma
Limited to the Company bearing interest @ 8% p.a..
iii) Pursuant to the Scheme of arrangement between the Company and Nirma Limited in February, 2020, 42,361,787
equity shares were allotted as fully paid up to the equity shareholders of Nirma Limited, without payment being
received in cash.
A - Capital Reserve, Capital Reserve on Amalgamation, Capital Reserve on Merger and Amalgamation Reserve
Capital reserve is used to record excess of net assets taken over pursuant to amalgamation.
The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and
Debentures) Rules, 2014 (as amended), requires the Company to create Debenture Redemption Reserve (DRR) out
of profits of the Company available for payment of dividend. DRR was required to be created for an amount which is
equal to 25% of the value of debentures issued. As per notification GSR 574(E) in reference to amendment in rule
18, for sub rule 7 of the Companies (Share Capital and Debentures) Rules, 2014, Company has discontinued creating
Debenture Redemption Reserve w.e.f. 16th August 2019
150
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
C - Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance
with the provisions of the Companies Act, 2013.
Capital redemption reserve was created by transferring from retained earnings. The balance will be utilised in
accordance with the provision of the Companies Act, 2013.
E - General Reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation
purposes.
Statutory Reserve under section 45IC of RBI Act was created by transferring profits as per the rules stated therein
when the Company was registered as a Non Banking Financial Company (NBFC).
G - Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, debenture
redemption reserve. Retained Earnings is a free reserve available to the Company.
19. Borrowings
As at As at
Particulars
31 March 2021 31 March 2020
Note :
a. The Company has issued Non convertible debentures (NCD) of H 1,600.00 crores which are secured by first ranking
exclusive charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in respect
151
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
b. The Company has issued Non convertible debentures (NCD) of H 350.00 crores which are secured by first ranking
charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in respect of and
over the fixed assets of the Company. The interest is payable yearly at the applicable rate and principle is payable at
the end of the tenure.
c (i). On merger of the cement undertaking of Nirma Ltd with the Company, proportionate liability in form of
Unsecured, Subordinated, Rated, Listed Non Convertible Debentures redeemable at par on 6th July 2077 was
also transferred. These debentures have a call option which can be exercised by the Company at the end of 7
years from 6th July 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.
(ii). On merger of the cement undertaking of Nirma Ltd with the Company, proportionate liability in form of
Unsecured, Subordinated, Rated, Listed Non Convertible Debentures redeemable at par on 6th July 2077 was
also transferred. These debentures have a call option which can be exercised by the Company at the end of 10
years from 6th July 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.
d. i) The Company has issued Non convertible debentures (NCD) of H 800.00 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in
respect of and over the fixed assets of the Company. The interest is payable quaterly at the applicable rate and
principle is payable at the end of the tenure.
ii) The Company has issued Non convertible debentures (NCD) of H 650.00 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in
respect of and over the fixed assets of the Company. The interest is payable quaterly at the applicable rate and
principle is payable at the end of the tenure. These debentures have a call option which can be exercised by the
Company on 11th December 2020 and 11th March 2021 with the maximum additional interest of 0.25% p.a.
post 11th December 2020 and 1% post 11th March 2021 till date of final settlement.
iii) The Company has issued Non convertible debentures (NCD) Series I of 215 crs and Series II of H 185 crores which
are secured by first ranking pari passu charge in favour of the debenture trustee over all rights, title, interest and
benefit of the Company in respect of and over the fixed assets of the Company. The interest is payable quaterly
at the applicable rate and principle is payable at the end of the tenure.
iv) The Company has issued Non convertible debentures (NCD) of H 500 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company
in respect of and over the fixed assets of the Company. The interest is payable yearly at the applicable rate and
principle is payable at the end of the tenure.
v) The Company has issued Non convertible debentures (NCD) of H 400 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in
respect of and over the fixed assets of the Company. The interest is payable annually along with Redemption of
NCD.
152
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company has taken term loan of H 150.00 crores from The Hongkong and Shanghai Banking Corporation Ltd , carrying
average interest of 7.93%, which is secured by first pari passu charge to be shared with other term lenders and debenture
holders on all rights, title, interest and benefits of the borrower pertaining to entire fixed assets to the extent of 1.25x at
all times and second pari passu charge over current assets. 10% of Loan to be repaid in equal quarterly installment during
2 nd year following the expiry of moratorium of 1year from the date of disbursement and rest 90% in following 3 years in
equal quaterly installment. The interest is payable on monthly basis at the applicable rates.
The Company has taken term loan of H 150.00 crores from Axis Bank Ltd , carrying average interest of 7.62%, which
is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties. Loan shall be repaid in 16 equal quarterly installments starting from the quarter following the expiry of
moratorium period of 24 month from the date of first disbursement. The interest is payable on monthly basis at the
applicable rates.
The Company has taken term loan of H 150.00 crores from First Abu Dhabi Bank PJSC , carrying average interest of
7.93%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on
all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and
immovable properties and second pari passu charge over current assets. Loan shall be repaid in 5 equal quarterly
installments starting from 36th month after the date of first disbursement. The interest is payable on monthly basis
at the applicable rates.
The Company has taken term loan of H 145.00 crores from Axis Finance Ltd , carrying interest of 9.75%, which is
secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties. Loan shall be repaid in 10 equal quarterly installments starting from the quarter following the expiry of
moratorium period of 13month from the date of first disbursement. The interest is payable on monthly basis at the
applicable rates.
The Company has taken term loan of H 965.00 crores from Axis Bank Ltd , carrying average interest of 7.98%, which
is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties and Second charge on the entire current assets of the company on pari pasu basis. Loan shall be repaid in
36 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12 month from
the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
Axis Bank Ltd has down sell H 2,11.28 crores to Bank of Maharashtra, H 183.72 crores to Indian Bank, H 100 crores
to Karur Vyasa Bank and H 75 crores to HSBC Bank at 8.25% which is secured by first pari passu charge to be shared
with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining
to all existing and future moveable fixed assets and immovable properties and Second charge on the entire current
assets of the Company on pari pasu basis. Loan shall be repaid in 36 equal quarterly installments starting from the
quarter following the expiry of moratorium period of 12 month from the date of first disbursement. The interest is
payable on monthly basis at the applicable rates.
153
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has taken term loan of H 200.00 crores from RBL , carrying interest of 7.03%, which is secured by first
pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits
of the borrower pertaining to all existing and future fixed assets and immovable properties. Loan shall be repaid in 20
equal quarterly installments starting from the quarter following the expiry of moratorium period of 12 month from
the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
The Company has taken term loan of H 150.00 crores from HSBC , carrying interest of 7.15%, which is secured by
first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and
benefits of the borrower pertaining to all existing and future fixed assets and immovable properties. Loan shall be
repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12
month from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
f. During the year the Company has issued H500 crores of compulsorily convertible debentures (Refer note 57)
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
154
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
23. Borrowings
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
This information on Micro and Small Enterprises has been determined to the extent such parties have been identified on
the basis of information available with the Company and the same has been relied upon by the auditors.
As at As at
Particulars
31 March 2021 31 March 2020
155
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
Sale of products
Manufactured goods 5,492.76 6,682.98
Traded goods 192.40 26.43
156
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Cement 133.90 -
Construction chemicals and Others 23.99 17.56
157.89 17.56
157
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Interest on :
Non convertible debentures 286.10 281.13
Term loans 159.02 84.93
Inter corporate deposits 11.40 32.33
Compulsory convertible debentures 0.00 -
Security deposits from dealers, transporters and others 22.57 26.80
Others 64.30 24.75
543.39 449.94
Less: Borrowing cost capitalised (26.48) (30.73)
516.91 419.21
158
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Weighted average number of equity shares for Basic earnings per share 31,81,89,602 24,23,61,787
Weighted average number of equity shares for Diluted earnings per share 31,81,89,602 24,23,61,787
Basic earnings per share (in H) 0.72 10.28
Diluted earning per share (in H) 0.72 10.28
Face value per equity Share (in H) 10.00 10.00
159
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Effective tax rate for the year March 31, 2021 is higher on account of one-time deferred tax expenses amounting to
H 54.19 Cr as explained above. Excluding the impact of one time deferred tax expense, effective tax rate would have
been 22.64%.
On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted
Section 115BAA in the Income Tax Act, 1961 which provides domestic companies a non-reversible option to pay
corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. Opting for the new tax rates
depends upon evaluating and comparing factors like savings on account of the lower tax rates in the new tax regime
v/s benefits that Company may have to forego with respect to Minimum Alternative Taxes and other exemptions and
deductions available under the old tax regime. The Company continues to evaluate the above factors to assess when
it is most likely to move into the new tax regime. Currently considering the amount of Minimum Alternative Taxes and
other exemptions and deductions available under the old regime and the uncertainties on account of Covid 19, the
Company on a conservative basis has applied the existing tax rate for measurement of deferred tax with respect to
temporary differences which will reverse in all future periods and have not made any adjustment on account of any
remeasurement of deferred tax due to opting of lower tax rate in a future period.
160
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
2019-20 2020-21
As at Recognised As at 31 Recognised As at 31
Recognised Recognised
Particulars 1 April in statement Recognised March in statement Recognised March
in other in other
2019 of profit and in OCI 2020 of profit and in OCI 2021
equity equity
loss loss
Net deferred tax 1,393.04 50.69 (1.64) (0.25) 1,441.84 30.24 1.54 (12.62) 1,461.00
liability (a-b)
40. Disclosures required by Indian Accounting Standard (Ind AS) 116 - Leases
The following table summarizes the movement of lease liabilities during the year:
161
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The following table provides additional disclosures related to right-of-use assets and lease liabilities:
The Company contributes to the following post-employment defined benefit plans in India.
The Company makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined
contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a
specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The Company recognised H 16.53 crores ((31 March 2020 : 14.73 crores) for superannuation contribution in the
statement of Profit and Loss. The Company recognised H 11.75 crores ((31 March 2020: H11.80 crores) for provident fund
contributions in the Statement of Profit and Loss.
The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
(ii)
Defined Benefit Plan:
A. The Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by HDFC Life,
a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:
As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.
As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were
carried out as at March 31, 2021. The present value of the defined benefit obligations and the related current service cost
and past service cost, were measured using the Projected Unit Credit Method.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and
the amounts recognised in the Company’s financial statement as at balance sheet date:
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit
liability/(asset) and its components.
Represented by
Net defined benefit asset (b-a) - - - -
Net defined benefit liability (a-b) 1.31 6.84 3.84 3.87
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
C. Plan assets
Plan assets comprises the following :
2020-21 2019-20
Particulars
Gratuity (Funded)
The estimate of future salary increase, considered in actuarial valuation takes into consideration inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
E. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
Discount rate (1% movement) (4.12) 4.59 (0.14) 0.14 (3.72) 4.14 (0.15) 0.16
Future salary growth (1% 3.90 (3.67) 0.05 (0.04) 3.56 (3.35) 0.05 (0.05)
movement)
Employee turnover rate (1% (0.25) 0.27 (0.05) 0.06 (0.14) 0.14 (0.06) 0.06
movement)
Mortality pre-retirement - - 0.15 (0.14) - - 0.17 (0.16)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
164
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
G. Other information
Expected employer contribution for the next annual reporting period 1.31 6.84
Weighted average duration of defined benefit obligation 4- 6 years 6 years
Nirma University
Nirma Education and Research Foundation
165
166
Notes to Standalone Financial Statements
(All amounts are in H crore, unless otherwise stated)
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
Subsidiary over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Company Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
(NVL) exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
Finance Cost 0.88 - 10.52 - 0.10 - 11.50 2.57 29.80 - 0.10 - 32.47
Nirma Limited - - 10.52 - - - 10.52 2.57 29.80 - - - 32.37
Niyogi Enterprise Private 0.88 - - - - - 0.88 - - - - - -
Limited
Mr. Kaushikbhai Patel* - - - - 0.10 - 0.10 - - - 0.10 - 0.10
Mrs. Toralben Kaushikbhai - - - - - - - - - - - - -
Patel*
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
Subsidiary over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Company Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
(NVL) exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
Limited
Nirma Limited - - 160.00 - - - 160.00 - 230.00 - - - 230.00
167
168
Notes to Standalone Financial Statements
(All amounts are in H crore, unless otherwise stated)
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
Subsidiary over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Company Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
(NVL) exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
Subsidiary over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Company Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
(NVL) exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
Outstanding amount - 10.48 0.94 0.08 (2.09) - 9.41 - 66.58 - (7.25) - 59.33
Receivable/(Payable)
NU Vista Limited - (11.91) - - - - (11.91) - - - - - -
NU Vista Limited - 22.39 - - - - 22.39 - - - - - -
Nirma Limited - - 0.65 - - - 0.65 - 66.34 - - - 66.34
Constera Realty Pvt. Ltd. - - 0.29 - - - 0.29 - 0.24 - - - 0.24
CORPORATE OVERVIEW
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Professional services availed from relative of Key Management Personnel 0.18 0.18
43. Revenue
The Company is primarily in the Business of manufacture and sale of cement and cement related products. All sales are
made at a point in time and revenue recognised upon satisfaction of the performance obligations which is typically upon
dispatch/delivery. The Company has a credit evaluation policy based on which the credit limits for the trade receivables
are established. The amounts receivable from customers become due after expiry of credit period. There is no significant
financing component in any transaction with the customers. The Company does not provide performance warranty for
products, therefore there is no liability towards performance warranty.
In compliance with Ind AS 115, certain sales promotion schemes treated as variable components of consideration and
have been recognised as revenue deductions instead of other expenses.
The Contract liability outstanding at the beginning of the year has been recognised as revenue during the year ended
March 31, 2021
Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
170
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the
carrying amount is a reasonable approximation of fair value.
Financial assets
Investment 310.13 - 2,271.28 2,581.41 310.13 - - 310.13
Trade receivables - - 387.34 387.34 - - - -
Cash and cash equivalents - - 415.69 415.69 - - - -
Bank balances other than - - 27.00 27.00 - - - -
Cash and cash equivalents
Loans - - 1,003.68 1,003.68 - - - -
Others - - 758.90 758.90 - - - -
310.13 - 4,863.89 5,174.02 310.13 - - 310.13
Financial liabilities
Borrowings - - 5,545.97 5,545.97 - 5,545.94 - 5,545.94
Trade payables - - 699.03 699.03 - - - -
Lease Liability - - 133.68 133.68 - - - -
Others - - 730.76 730.76 - - - -
- - 7,109.44 7,109.44 - 5,545.94 - 5,545.94
Financial assets
Investment - - 0.05 0.05 - - - -
Trade receivables - - 506.30 506.30 - - - -
Cash and cash equivalents - - 253.86 253.86 - - - -
Bank balances other than - - 257.00 257.00 - - - -
Cash and cash equivalents
Loans - - 2.43 2.43 - - - -
Others - - 844.90 844.90 - - - -
- - 1,864.54 1,864.54 - - - -
Financial liabilities
Borrowings - - 4,463.27 4,463.27 - 4,463.27 - 4,463.27
Trade payables - - 785.96 785.96 - - - -
Lease Liability - - 49.52 49.52 - - - -
Others - - 698.72 698.72 - - - -
- - 5,997.47 5,997.47 - 4,463.27 - 4,463.27
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk, and
• Market risk
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial
performance. The Company’s risk management assessment and policies and processes are established to identify
and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks
and compliance with same. Risk assessment and management policies and processes are reviewed regularly to
reflect changes in market conditions and the Company’s activities. The Board of Directors and the Audit Committee
is responsible for overseeing the Company’s risk assessment and management policies and processes.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers. Credit risk
is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of
customers to which the Company grants credit terms in the normal course of business.
The Company has disclosed the cases where legal case has been filed against the customer and Company believes
that the likelihood of the court proceedings will take longer time. Company has shown these cases net of provisions.
Trade receivables
The Company’s exposure to credit risk is determined by the individual characteristics and specifications of each
customer. The profile of the customer, including the market risk of the industry has an influence on credit risk
assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring
the credit worthiness of customers to which the Company grants credit terms in the normal course of business.
Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as
follows:
172
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine
credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given
that the macro economic indicators affecting customers of the Company have not undergone any substantial change,
the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the
unimpaired amounts that are past due are still collectable in full, based on historical payment behaviour and extensive
analysis of customer credit risk. The allowance at 31 March 2021 related to several customers that may default on
their payments to the Company and may not pay their outstanding balances, mainly due to economic circumstances.
The movement in the allowance for impairment in respect of trade receivables during the year was as follow :
The Company held cash and cash equivalents with credit worthy banks and financial institutions. The credit worthiness
of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be
good.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s
reputation.
The Company has obtained both fund based and non-fund based working capital loans from various banks. The
Company also constantly monitors, as and when required, funding options available in the debt and capital markets
with a view to maintain financial liquidity. The Company also enjoys A1+ ratings from CRISIL on short term facilities
from banks indicating very strong degree of safety regarding timely payment of financial obligations and carries
lowest credit risk.
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual
maturities for all non derivative financial liabilities
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive
instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-
sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The
Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
a. Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit before tax account and
equity, where any transaction references more than one currency or where assets/liabilities are denominated in a
currency other than the functional currency of the entity.
Considering economic environment in which the Company operates, its operations are subject to risks arising from
fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates
of USD & EURO, on account of payables to foreign suppliers, for import of petcoke, gypsum and spares.
The Company, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange
exposure. The Company does not use derivative financial instruments for trading or speculative purposes.
The summary quantitative data about the Company's exposure to currency risk as reported to the management of the
Company is as follows:
Sensitivity analysis
A 10% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company
would result in increase or decrease in profit before tax and equity as shown in table below. This analysis assumes
that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and
purchases. The following analysis has been worked out based on the exposures as of the date of statements of
financial position.
174
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Effect in J Crores
Effect in K Crores
b.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s exposure to market risk for changes in interest rates relates to fixed
deposits and borrowings from financial institutions. For details of the Company’s short-term and long term loans and
borrowings, including interest rate profiles, Refer to Note 19 and 23 of these financial statements.
Sensitivity analysis
Interest rate sensitivity for floating rate borrowings (impact of increase in 100 bps)
Interest rate sensitivity for floating rate borrowings (impact of decrease in 100 bps)
The Company engages the services of CFA agents for selling the cement. As per the terms of the agreement, Company has
a right to offset balances with CFA against debtors balances if debtor has not paid for a period of 90 days. Hence such
amounts have been offset in the balance sheet. The amount of CFA assignment, as on reporting date, is not material.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company’s policy is to maintain a strong capital base so as to maintain investors, creditors and to sustain future
development of the business. The Company carefully monitors cash and bank balances, deployment of surplus funds and
regularly assesses any debt requirements.
As at As at
Particulars
31 March 2021 31 March 2020
For management purposes, the Company is organised into business units based on its products and has two reportable
segments, as follows:
Others - All the segments other than segments identified above are collectively included in this segment.
The Chief Operating Decision Maker (“CODM”) evaluates the Company’s performance and allocates resources based on
an analysis of various performance indicators by operating segments.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial
statements.
Transfer prices between operating segments are on arm’s length basis in a manner similar to transaction with third
parties.
176
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Reportable segments
Others Total
Cement RMX
Particulars For the For the For the For the For the For the For the For the
year ended year ended year ended year ended year ended year ended year ended year ended
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2021 2020 2021 2020 2021 2020 2021 2020
Revenue
External sales 5,424.90 5,685.14 380.45 1,105.11 - 2.99 5,805.35 6,793.24
Inter segment sales 24.18 103.87 - - - 0.51 24.18 104.38
Total 5,449.08 5,789.01 380.45 1,105.11 - 3.50 5,829.53 6,897.62
Less : Eliminations (24.18) (103.87) - - - (0.51) (24.18) (104.38)
Net Revenue 5,424.90 5,685.14 380.45 1,105.11 - 2.99 5,805.35 6,793.24
Segment Results 605.59 792.86 (67.00) (16.81) (5.60) (6.79) 532.99 769.26
OTHER INFORMATION
Segment assets 15,830.00 12,300.83 754.28 960.30 14.71 18.58 16,598.99 13,279.71
Un-allocated assets - - - - - - 174.31 164.57
Total Assets 15,830.00 12,300.83 754.28 960.30 14.71 18.58 16,773.30 13,444.28
Segment liabilities 2,184.00 1,755.40 205.01 369.37 4.97 135.17 2,393.98 2,259.94
Un-allocated liabilities - - - - - - 7,006.98 5,905.11
Total Liabilities 2,184.00 1,755.40 205.01 369.37 4.97 135.17 9,400.96 8,165.04
Capital Expenditure
Tangible assets 549.43 629.30 0.13 2.52 - - 549.56 631.82
Intangible assets 42.95 3.67 - - - - 42.95 3.67
Depreciation / Amortization 557.59 495.59 26.19 27.86 3.55 4.43 587.33 527.88
Other non cash expense/ (18.41) 0.25 (0.74) 9.95 - (0.80) (19.15) 9.40
(income)
C.
Geographic information
All assets of the Company are domiciled in India. The Company does not have any single customer contributing more than
10 % of revenue. The Company does not have any revenue from exports.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
ii. The State of Chhattisgarh has filed a Revision Application challenging the Amount not Amount not
adjudication order of the District Registrar and Collector of Stamps; Janjgir determinable determinable
-Champa for alleged under-valuation of the properties, which the Company
acquired from Raymond Ltd. Against this, Raymond Ltd. has filed a Special
Leave Petition before the Hon’ble Supreme Court, which has stayed the
proceedings before the Board of Revenue.
The Collector of Stamps, Raipur has commenced enquiry proceedings Amount not Amount not
under Section 47 (A)(3) of the Indian Stamp Act, 1899 questioning the determinable determinable
amount of stamp duty paid by The Tata Iron and Steel Company Limited
(TISCO) on transfer of the immovable properties at Sonadih from TISCO to
the Company. The Company has filed a Writ Petition in the Hon’ble High
Court of Bilaspur, Chhattisgarh challenging the enquiry commenced by the
Collector of Stamps. The matter is pending before the High Court.
The Company’s liability, if at all arises, in both the above cases, is Amount not Amount not
restricted to 50% by virtue of business transfer agreement between determinable determinable
Lafarge and Raymond Ltd/TISCO.
iii. In June 2012, the Competition Commission of India (CCI) passed an Order levying a penalty of H 490 crores on the
Company in connection witha complaint filed by the Builders Association of India against leading cement companies
(includingthe Company) for alleged violation of certain provisionsof the Competition Act, 2002. The Company filed
an appeal before the Competition Appellate Tribunal (COMPAT) for setting aside thesaid Order of CCI. The COMPAT
granted stay onlevying the penalty imposed on the Company byCCI against deposit of 10% of the penalty amount.In
December 2015, the COMPAT finally set asidethe said Order of CCI and remanded back to CCIfor fresh adjudication
of the issues and passing of fresh Order. However, in August 2016 the case was reheard by CCI and it passed an
Order levying a penalty of H 490 crores on the Company. The Company had filed an appeal against the Order before
the COMPAT. The COMPAT has granted a stay 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”).
178
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
iv.
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
Estimate amount of contracts remaining to be executed on capital account and 130.15 482.00
not provided for (net of advances)
50. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
As at As at
Particulars
31 March 2021 31 March 2020
i) The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year (including capex vendors)
Principal amount due to micro and small enterprises 34.48 14.88
Interest due on above 0.31 0.23
ii) The amount of interest paid by the buyer in terms of section 16 of the
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting year
iii) The amount of interest due and payable for the period of delay in making 3.82 1.06
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the MSMED Act, 2006.
iv) The amount of interest accrued and remaining unpaid at the end of each 4.13 1.29
accounting year
v) The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.
179
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The National Company Law Tribunal, Mumbai vide its order dated 9 January 2020 sanctioned the Scheme of Arrangement
amongst cement business of Nirma Limited (“Demerged undertaking”), the Company and their respective shareholders
and creditors (“the Scheme”). The certified copy of the NCLT order was filed with Registrar of Companies, Mumbai on 1
February 2020. The Scheme becomes effective from 1 June 2019 i.e (“Appointed Date”).
The Company has accounted the merger as per Appendix C – “Business combinations of entities under common control”
of Ind AS 103 “Business Combinations”.
The excess of assets over liabilities taken over on 1 April 2018 has been credited to Capital Reserve. In consideration of
the above Scheme of Arrangement, the Company has issued 4,23,61,787 fully paid up equity shares of H 10/- each to the
equity shareholders of Nirma Limited in proportion of their holding in Nirma Limited and the same has been adjusted in
Capital Reserve
Carrying amount at the 33.54 31.86 112.07 106.61 181.82 180.81 28.18 28.17 355.61 347.45
beginning of the year
Additional provision 28.16 2.93 81.37 80.44 18.83 14.61 0.08 0.97 128.44 98.95
made during the year
Amounts used during (1.57) (1.25) (81.14) (69.20) (4.15) (13.60) (0.38) (0.96) (87.24) (85.01)
the year
Amounts written back (0.43) - (8.29) (5.78) - - (17.70) - (26.42) (5.78)
during the year
Carrying amount at the 59.70 33.54 104.01 112.07 196.50 181.82 10.18 28.18 370.39 355.61
end of the year#
#
This includes current and non current portion.
The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation
expenses is apportioned over the estimate of mineral reserves and a provision is made based on the minerals extracted
during the year. Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The
actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.
The provision for discounts is on account of various promotion and incentive schemes proposed to be announced to
dealers on products sold by the Company. The provision is based on the historic data/ estimated figures of discounts
passed on. The timing and amount of the cash flows that will arise will be determined as and when these schemes
are formalised and pay-offs approved by management, which is generally 12 to 18 months.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Provision for indirect tax and legal cases includes disputed cases of excise tax, value added tax, sales tax, entry tax
and other disputed legal cases.
Provision for contractors' charges pertains to gratuity amount payable by contractor to its employees which as per the
terms of the contract shall be reimbursed by the Company.
Note - 53
The Company had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of H12.22 Crores
(31 March 2020 H12.22 Crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such
Fly Ash classifier in terms of the agreement, which along with certain operational settlements are currently under discussion
with DVC. Pending resolution on the matters, the Company has not recognized the above claims in its books. Further, the
management is confident that the use of the Fly Ash classifier and operational settlements shall be amicably resolved with the
party.
Note - 54
The impact of Covid -19 pandemic was felt across the economy and business segments. The Company has considered the
possible impact of COVID-19 in preparing the financial statement including the recoverable value of its assets and its liquidity
position based on internal and external information up to the date of approval of these financial statement.
Note - 55
As per the limit specified under Section 135 of the Companies Act, 2013, the Company was required to spend H 4.69 crores
(31 March 2020 H 3.48 crores) during the year on account of Corporate Social Responsibility (CSR). However, the actual
amount spent during the year amounts to H 6.05 crores (31 March 2020 H 4.17 crores).
Note - 56
The Company is entitled to Industrial Promotional Assistance related to the Mejia Cement Plant (MCP) of 75% of the VAT and
CST paid by it, for a period of 12 years, from the Government of West Bengal under the West Bengal Incentive Scheme 2004
with effect from 23 April 2008. Accordingly, the Company has accrued such fiscal incentive in its books up to 31 March 2019
(outstanding claim balance as of balance sheet date is H 427.14 crores). The authorities disputed the claim of the Company,
pursuant to which, the Company filed a writ petition against the Industry, Commerce & Enterprise Department, Government
of West Bengal during the year 2017-18 in the Honourable High Court of Kolkata (High Court). The High Court passed an
order on 27 June 2018 directing Principal Secretary of the State of West Bengal to re-consider the claim and contention
lodged by the Company. The Additional Chief Secretary to the Government of West Bengal had rejected the Company’s claim
for incentive vide order dated 18 March 2019, following which the Company has filed a writ petition against said Order in the
High Court of Kolkata on 25 July 2019. While the Company, based on advice of legal counsel, is confident of the ultimate
recovery of balances accrued till date, the Company on a conservative basis on account of ongoing litigation as stated above,
has discontinued the accrual of such incentive in the books from 1 April 2019.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note - 57
The Company, Niyogi Enterprise Private Limited (‘Holding Company’), and Kotak Special Situations Fund (“Kotak”) entered
into a Debenture Holders and Shareholders Agreement, Debenture Subscription Agreement and a Springing Share Pledge
Agreement (“the agreements”) on July 3, 2020. In terms of the above agreements, Kotak subscribed to 50,000,000 Compulsory
and Mandatorily Convertible Debentures (CCDs) of the Company of H 100 each. CCDs carry 0.001% interest per annum which
is to be paid annually on the anniversary of the date of issue until maturity. CCDs do not carry any voting rights.
CCDs will be automatically converted into equity shares of the Company on maturity or earlier on occurrence of certain events
specified in the agreements. The number of equity shares to be issued on conversion of CCDs is based on the conversion price
calculated as per the formula given in the debenture subscription agreement. The conversion price is dependent upon number
of parameters including Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA), Entry multiple, Enterprise
Value, maximum and minimum conversion price, anti-dilution adjustments etc. In addition to the above, the Company has
an option of early conversion at any time during the tenure of the CCDs. In case of exercise of early conversion option, the
Company will have to deliver shares at a floor valuation (i.e. maximum number of shares).
The Company has performed assessment of the CCD instrument to determine whether these should be accounted for entirely
as debt or equity or split into an equity component and a debt component. The assessment identified Company’s right to early
conversion of the CCDs as an important criterion in this regard and the economic substance of this right was examined. The
Company has a control and ability to settle for a fixed number of shares under the terms of the agreements. The Company
determined that the terms of the agreement are substantive as there are legitimate corporate objectives (which, amongst
various considerations, could include maintaining capital structure, credit ratings, complying with covenants, etc,) that could
cause the Company to seek early conversion of the CCDs, especially when the financial results and position of the Company
could be impacted by Covid. On the basis of this assessment, the mandatory convertible debenture are accounted for as a
compound financial instrument.
Accordingly, Net proceeds of H 497.23 crores, consisting of gross proceeds of H 500 crores less transaction costs of
H 2.77 crores directly related to the issuance, were received from the issuance of the CCDs. The amount determined for the
liability component at issuance was H 0.03 crores which was calculated as the present value of the coupon payments due,
less allocated transaction costs that are accounted for as a debt component. The remaining net proceeds of H 497.20 crores
(including allocated transaction costs of H 2.77 crores) was recognized as equity.
Note - 58
The Company entered into a share purchase agreement on February 6, 2020 with Emami Group, for the acquisition of 100%
shareholding of Emami Cement Limited (ECL).The transaction was approved by the Competition Commission of India (CCI)
on May 21, 2020. With effect from July 14, 2020, being the acquisition date, ECL became a wholly owned subsidiary of the
Company. Effective June 4, 2020, ECL has been renamed as NU Vista Limited (""NVL"").
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note - 59
Disclosures pursuant to securities and exchange board of India (Listing obligations and disclosure requirements) Regulations,
2015 and section 186 of the Companies Act 2013:
Loan to Subsidiaries:
NU Vista Limited (NVL)
Balance including accrued interest as at the year end 999.74 -
Maximum amount outstanding at anytime during the year 999.74 -
(NVL has utilised this loan for repayment of its debt. The loan is repayable after
10 years or at mutually agreed date, whichever is earlier, at 8% Interest rate
compounded annually)
Loan to Joint venture:
Wardha Vaalley Coal Field Private Limited
Balance including accrued interest as at the year end 2.23 2.00
Maximum amount outstanding at anytime during the year 2.23 2.00
Provision against the receivables 2.23 2.00
(Wardha Vaalley Coal Field Private Limited has utilised the loan for its working
capital requirement. The loan is repayable after one year at interest rate of
16.75% p.a.)
Investment by Subsidiary in the shares of the Company
NU Vista Limited Nil -
Note - 60
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. 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 - 61
The figures of the previous year have been regrouped wherever necessary to conform to current year's classification.
The accompanying notes are an integral part of these Standalone financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
183
NUVOCO
VISTAS
CORP. LTD.
CONSOLIDATED
FINANCIALS
STATEMENTS
Consolidated Financials Statements 185
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Report on the Audit of the Consolidated Financial generally accepted in India, of their consolidated state of
Statements affairs of the Group and its joint venture as at March 31,
Opinion 2021, of consolidated loss, consolidated changes in equity
and its consolidated cash flows for the year then ended.
We have audited the accompanying consolidated financial
statements of Nuvoco Vistas Corporation Limited Basis for Opinion
(hereinafter referred to as the “Holding Company”) and its
We conducted our audit in accordance with the Standards
subsidiary (Holding Company and its subsidiary together
on Auditing (SAs) specified under section 143(10) of the
referred to as “the Group”), and its joint venture, which
Act. Our responsibilities under those Standards are further
comprise the Consolidated Balance Sheet as at March
described in the Auditor’s Responsibilities for the Audit of
31, 2021, the Consolidated Statement of Profit and Loss,
the Consolidated Financial Statements section of our report.
the Consolidated Statement of Changes in Equity and the
We are independent of the Group and its joint venture in
Consolidated Statement of Cash Flows for the year then
accordance with the ethical requirements that are relevant to
ended, and notes to the Consolidated Financial Statements,
our audit of the consolidated financial statements in India in
including a summary of significant accounting policies and
terms of the Code of Ethics issued by Institute of Chartered
other explanatory information (hereinafter referred to as “the
Accountant of India (“ICAI”), and the relevant provisions of
consolidated financial statements”).
the Act and we have fulfilled our other ethical responsibilities
In our opinion and to the best of our information and in accordance with these requirements. We believe that the
according to the explanations given to us, and based on audit evidence we have obtained is sufficient and appropriate
consideration of reports on separate financial statements to provide a basis for our opinion.
and on the other financial information of subsidiary being
Key Audit Matters
audited by us and unaudited accounts of joint venture being
furnished by the management, the aforesaid consolidated Key audit matters are those matters that, in our professional
financial statements give the information required by the judgment, were of most significance in our audit of the
Companies Act, 2013 (“the Act”) in the manner so required consolidated financial statements of the current period.
and give a true and fair view in conformity with the Indian These matters were addressed in the context of our audit
Accounting Standards prescribed under section 133 of the of the consolidated financial statements as a whole, and
Act read with Companies (Indian Accounting Standards) in forming our opinion thereon, and we do not provide a
Rules, 2015 as amended and other accounting principles separate opinion on these matters.
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
1 Recognition, Measurement and Presentation of Our audit procedures in respect of this area included:
Litigations, Claims and Contingent Liabilities:
1. We understood the processes, evaluated the design and
a) Claim receivable under the Industrial Promotional implementation of controls and tested the operating
Assistance scheme related to Mejia Cement Plant effectiveness of the Group’s controls over the recording
and Panagarh Cement Plant: and re-assessment of uncertain legal positions, litigations,
claims and contingent liabilities.
The Group has an outstanding litigation with respect
to Claims receivable from Government of West Bengal 2. We obtained an understanding of the nature of litigations
under the West Bengal Incentive Scheme 2004 and pending against the Group by reading the minutes of
West Bengal Incentive Scheme 2013, respectively. the Board of Directors meetings and discussing the
Outstanding claim receivable as at March 31, 2021 developments during the year for key litigations with Head
amounts to INR 591.80 crores [Refer Note 58 to the of Legal and Compliance and other Senior Management
consolidated financial statements]. personnel.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
b) Contingent liabilities and other litigations: 3. Verified the completeness of the litigations and claims by
examining, on a sample basis, the Group’s legal expenses.
The Group operates in multiple jurisdictions,
exposing it to a variety of different laws, regulations, 4. Involved our internal tax experts to challenge management
and interpretations thereof. In such an environment, decisions and rationale with respect to provisions not
there is an inherent risk of litigation. made in the books of account or disclosed as contingent
liability or cases which are remote and do not warrant any
Further, the Group has disclosed significant
disclosure.
open legal cases with respect to Competition
Appellate Tribunal (COMPAT) [Refer Note 49 (iv) 5. We read the correspondence from Court authorities and
to the consolidated financial statements] and other considered legal opinion obtained by the Management
material contingent liabilities [Refer Note 49 to the from external law firms to evaluate the basis for not
consolidated financial statements]. recognising any provision in the consolidated financial
statements. We also tested the independence, objectivity
Given the complexity and magnitude of potential
and competence of such management experts involved
exposures to the Group, the assessment of the
existence of legal or constructive obligation and 6. We also obtained direct legal confirmations for significant
analysis of the probability of the related outflow matters from the law firms handling such matters to
of resources involves significant judgement by the corroborate management’s conclusions.
management.
7. For those matters where Management concluded that
Due to the level of judgement relating to no provision should be recorded, we also considered the
recoverability of fiscal incentive, recognition of adequacy and completeness of the Group’s disclosures
provisions and disclosure of contingent liabilities, made in relation to litigations, claims and contingent
this is considered to be a key audit matter. liabilities.
2 Revenue Recognition: Discounts and Rebates: Our key audit procedures, in respect of this matter are
described below:
Refer to the disclosures related to Revenue recognition
in Note 44 to the consolidated financial statements. 1. Verified whether accounting policy adopted by the Group
is in accordance with Ind AS 115 - Revenue from contracts
The Group records revenue net of such discounts and
with customers.
rebates as required under Ind AS 115- Revenue from
contracts with customers. The Group sells cement in 2. Performed procedures to assess whether the design,
various states through its dealers. The Group gives implementation and operating effectiveness of the
various types of discounts and rebates to these dealers controls related to the approval, recording, calculation
through various scheme based on the market conditions and payments of rebates and discounts and the estimates
and competition. for the year end provisions are in accordance with the
discount schemes approved by the Head of Department.
Due to the Group’s presence across different marketing
regions within the country and the competitive business 3. Recalculated the discounts for certain schemes on test
environment, the estimation of the various types of check basis.
discounts and rebates to be recognized based on sales
4. Verified on test check basis the subsequent payments
made during the year is material and considered to be
made against the year-end provision and also verified the
judgmental and involve significant estimation by the
actual pay-outs made against the previous year provision
management, therefore this is considered to be a key
to test the reasonableness of the management estimation
audit matter.
process.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
3 Accounting for Business Combination: Our key audit procedures, in respect of this matter are
described below:
Refer Note 53 to the Consolidated Financial Statements.
1. We have read the acquisition agreement to understand the
On July 14, 2020 the Group has acquired 100% stake in
key terms and conditions of the acquisition.
NU Vista Limited (formerly “Emami Cement Limited”).
2. Obtained an understanding, evaluated the design
The acquisition was accounted in accordance with
and tested the operating effectiveness of the Group’s
Ind AS 103 Business Combination by applying the
internal controls over accounting for acquisitions,
acquisition method. Identifiable assets (including
including controls over the identification, recognition and
intangibles), liabilities and contingent liabilities of NU
measurement of assets acquired, liabilities assumed and
Vista Limited as per the requirements of Ind AS 103
contingent consideration.
were measured and accounted at the fair value on the
date of acquisition. Fair values have been determined by 3. Evaluated the appropriateness of method of accounting
an independent valuer. The excess of cost of acquisition adopted by the management to account for the acquisition.
over the value of the assets acquired and liabilities
4. We corroborated management’s alignment of accounting
assumed is recognised as goodwill.
policies and estimates by comparing the significant
In view of magnitude of the transaction, significant accounting policies and estimates of NU Vista Limited
management judgment involved with respect to with the Group’s accounting policies and estimates.
valuation of acquired assets (including intangibles) and
5. Critically evaluated Management appointed Independent
liabilities assumed, this is considered to be a key audit
valuer’s report for key assumptions, purchase price
matter.
allocation adjustments and the identification and valuation
of acquired tangible assets, intangible assets and liabilities
assumed by involving our valuation specialists and based
on our knowledge of the Group and the industry.
During the year, Group has issued convertible 1. Critically assessed the terms and conditions for the
debentures amounting to INR 500 crores. The number issuance of the CCDs and evaluated whether the CCDs
of equity shares to be issued on conversion of CCDs is constitutes an instrument within the meaning of Ind AS
given in the debenture subscription agreement. 32 that must be recognised as a financial liability and/or
as an equity instrument in accordance with Ind AS 32.
In accordance with the provisions of Ind AS 32 “Financial
Instruments: Presentation”, the Group has accounted 2. For the equity component, we, inter alia, assessed to
for this instrument as a Compound Instrument. what extent the requirements under Ind AS 32 were met
and whether the substance of the contractual terms and
The Group’s detailed disclosures pertaining terms of
conditions of the CCDs suffice to classify the debentures
the instrument and the related accounting treatment
as equity.
are contained in Note 59 to the consolidated financial
statements. 3. Evaluated the obligation to make ongoing coupon
payments in accordance with Ind AS 32 in order to
Since the classification of CCDs as debt or partially as
determine to what extent Group does not have a right to
equity and partially as debt impacts the Group’s capital
avoid delivering cash to settle a contractual obligation,
structure, credit rating and complying with covenants,
thus giving rise to a financial liability.
etc. this matter was particular importance during our
audit and considering the magnitude of the transaction
and significant management judgment involved, we
have determined this as a key audit matter.
187
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No.
In terms with Ind AS 36 ‘Impairment of Assets’, the 2. Obtained the impairment analysis model from the
carrying amount of the RMX CGU (including goodwill) management and reviewed their conclusions.
is compared with the recoverable amount of the RMX
3. Tested the inputs used in the Model by examining the
CGU. In determining the fair value/value in use of
underlying data and validating the future projections by
RMX CGU units, the Group has applied judgment in
comparing past projections with actual results, including
estimating future revenues, operating profit margins,
discussions with management.
long-term growth rate and discount rates. The carrying
value of goodwill is tested annually for impairment. 4. Assessed the reasonableness of the assumptions used and
The Group performed its annual impairment test of appropriateness of the valuation methodology applied.
goodwill and determined that there was no impairment. Tested the discount rate and long term growth rates used
Key assumptions concerning the impairment test in the forecast including comparison to economic and
are disclosed in Note 4 to the consolidated financial industry forecasts where appropriate.
statements.
5. Performed sensitivity analysis on these key assumptions
Due to the significance of the carrying value of goodwill to assess potential impact of downside in the underlying
and judgment involved in performing impairment test, cash flow forecasts and assessed the possible mitigating
this matter was considered significant to our audit. actions identified by management.
Information Other than the Consolidated Financial In connection with our audit of the consolidated financial
Statements and Auditor’s Report Thereon statements, our responsibility is to read the other
information and, in doing so, consider whether the other
The Holding Company’s Board of Directors is responsible for information is materially inconsistent with the consolidated
the other information. The other information comprises the financial statements or our knowledge obtained in the audit
information included in the Group’s annual report but does or otherwise appears to be materially misstated. If, based
not include the consolidated financial statements and our on the work we have performed, we conclude that there is
auditor’s report thereon. a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this
Our opinion on the consolidated financial statements does
regard.
not cover the other information and we do not express any
form of assurance conclusion thereon.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Responsibilities of Management and Those opinion. Reasonable assurance is a high level of assurance,
Charged with Governance for the Consolidated but is not a guarantee that an audit conducted in accordance
Financial Statements with Standards on Auditing (“SAs”) will always detect a
material misstatement when it exists. Misstatements can
The Holding Company’s Board of Directors is responsible arise from fraud or error and are considered material if,
for the preparation and presentation of these consolidated individually or in the aggregate, they could reasonably be
financial statements in term of the requirements of the Act expected to influence the economic decisions of users taken
that give a true and fair view of the consolidated financial on the basis of these consolidated financial statements.
position, consolidated financial performance (including
other comprehensive income), the consolidated statement of We give in “Annexure A” a detailed description of Auditor’s
changes in equity and consolidated cash flows of the Group responsibilities for Audit of the Consolidated Financial
including Joint venture in accordance with the accounting Statements.
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section Other Matters
133 of the Act. The respective Board of Directors of the
companies included in the Group and of its joint venture are The consolidated financial statements also include the
responsible for maintenance of adequate accounting records Group’s share of net profit/loss of H Nil for the year ended
in accordance with the provisions of the Act, for safeguarding March 31, 2021, as considered in the consolidated financial
the assets of the Group and for preventing and detecting statements, in respect of one joint venture, whose financial
frauds and other irregularities; the selection and application statements have not been audited. These unaudited financial
of appropriate accounting policies; making judgments statements of the joint venture have been furnished to us
and estimates that are reasonable and prudent; and the by the Management and our opinion on the consolidated
design, implementation and maintenance of adequate financial statements, in so far as it relates to the amounts
internal financial controls, that were operating effectively and disclosures included in respect of the joint venture, and
for ensuring accuracy and completeness of the accounting our report in terms of sub-section (3) of Section 143 of the
records, relevant to the preparation and presentation of the Act in so far as it relates to the aforesaid joint venture, is
consolidated financial statements that give a true and fair based solely on such unaudited financial statements. In our
view and are free from material misstatement, whether due opinion and according to the information and explanations
to fraud or error, which have been used for the purpose of given to us by the Management, these financial statements
preparation of the consolidated financial statements by the are not material to the Group.
Directors of the Holding Company, as aforesaid.
Our opinion on the consolidated financial statements, and our
In preparing the consolidated financial statements, the report on Other Legal and Regulatory Requirements below, is
respective Board of Directors of the companies included in not modified in respect of the above matters with respect to
the Group and joint venture are responsible for assessing financial information certified by the Management.
the ability of the Group and its joint venture to continue as
a going concern, disclosing, as applicable, matters related Report on Other Legal and Regulatory Requirements
to going concern and using the going concern basis of
1. As required by Section 143(3) of the Act, we report, to
accounting unless the Board of Directors either intends to
the extent applicable, that:
liquidate the Group or to cease operations, or has no realistic
alternative but to do so. a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
The respective Board of Directors of the companies included
belief were necessary for the purposes of our audit
in the Group and its joint venture are responsible for
of the aforesaid consolidated financial statements.
overseeing the financial reporting process of the Group and
its joint venture. b. In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
Auditor’s Responsibilities for the Audit of the consolidated financial statements have been kept
Consolidated Financial Statements so far as it appears from our examination of those
books.
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole c. The Consolidated Balance Sheet, the Consolidated
are free from material misstatement, whether due to fraud Statement of Profit and Loss, the Consolidated
or error, and to issue an auditor’s report that includes our Statement of Changes in Equity and the Consolidated
Statement of Cash Flow dealt with by this Report
189
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
are in agreement with the relevant books of account ii. The Group and its Joint venture do not have
maintained for the purpose of preparation of the any material foreseeable losses on long-term
consolidated financial statements. contracts including derivative contracts.
d. In our opinion, the aforesaid consolidated financial iii. There were no amounts which were required to
statements comply with the Accounting Standards be transferred to the Investor Education and
specified under Section 133 of the Act read with the Protection Fund by the Group and its Joint
Companies (Indian Accounting Standards) Rules, venture incorporated in India.
2015, as amended.
2. As required by The Companies (Amendment) Act, 2017,
e. On the basis of the written representations received in our opinion, according to information, explanations
from the directors of the Holding Company and the given to us, the remuneration paid by the holding
Subsidiary Company as on March 31, 2021 taken Company to its director has exceeded the limits
on record by the Board of Directors of the Holding prescribed under Section 197 of the Act and rules
Company and the Subsidiary Company respectively, thereunder by H 0.21 crore. As informed, the holding
none of the directors of the Group companies Company would be seeking Shareholder’s approval in
incorporated in India are disqualified as on March accordance with sub section 10 of section 197 of the
31, 2021 from being appointed as a director in Act for the said excess amount at the ensuing annual
terms of Section 164 (2) of the Act. general meeting. Further, the remuneration paid by its
subsidiary company and its joint venture to its director is
f. With respect to the adequacy of internal financial within the limits as prescribed under section 197 of the
controls over financial reporting of the Group and Act and the rules thereunder.
the operating effectiveness of such controls, refer to
our separate report in “Annexure B”.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Auditor’s Responsibilities for the Audit of the statements represent the underlying transactions and
Consolidated Financial Statements events in a manner that achieves fair presentation.
As part of an audit in accordance with SAs, we exercise • Obtain sufficient appropriate audit evidence regarding
professional judgment and maintain professional skepticism the financial information of the entities or business
throughout the audit. We also: activities within the Group and its Joint venture to express
an opinion on the consolidated financial statements.
• Identify and assess the risks of material misstatement We are responsible for the direction, supervision and
of the consolidated financial statements, whether due performance of the audit of the financial statements
to fraud or error, design and perform audit procedures of such entities included in the consolidated financial
responsive to those risks, and obtain audit evidence statements of which we are the independent auditors.
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material We communicate with those charged with governance of
misstatement resulting from fraud is higher than for the Holding Company and such other entities included in
one resulting from error, as fraud may involve collusion, the consolidated financial statements of which we are the
forgery, intentional omissions, misrepresentations, or independent auditors regarding, among other matters, the
the override of internal control. planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal
• Obtain an understanding of internal control relevant to control that we identify during our audit.
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3) We also provide those charged with governance with a
(i) of the Act, we are also responsible for expressing our statement that we have complied with relevant ethical
opinion on the internal financial controls with reference to requirements regarding independence, and to communicate
the consolidated financial statements and the operating with them all relationships and other matters that may
effectiveness of such controls based on our audit. reasonably be thought to bear on our independence, and
where applicable, related safeguards.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates From the matters communicated with those charged with
and related disclosures made by management. governance, we determine those matters that were of
most significance in the audit of the consolidated financial
• Conclude on the appropriateness of management’s use statements of the current period and are therefore the key
of the going concern basis of accounting and, based audit matters. We describe these matters in our auditor’s
on the audit evidence obtained, whether a material report unless law or regulation precludes public disclosure
uncertainty exists related to events or conditions that about the matter or when, in extremely rare circumstances,
may cast significant doubt on the ability of the Group we determine that a matter should not be communicated in
and its Joint venture to continue as a going concern. our report because the adverse consequences of doing so
If we conclude that a material uncertainty exists, we would reasonably be expected to outweigh the public interest
are required to draw attention in our auditor’s report benefits of such communication.
to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the For MSKA & Associates
audit evidence obtained up to the date of our auditor’s Chartered Accountants
report. However, future events or conditions may cause ICAI Firm Registration No. 105047W
the Group and its Joint venture to cease to continue as a
going concern.
Siddharth Iyer
• Evaluate the overall presentation, structure and content Partner
of the consolidated financial statements, including the Place: Mumbai Membership No. 116084
disclosures, and whether the consolidated financial Date: May 21, 2021 UDIN: 21116084AAAABG5320
191
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Report on the Internal Financial Controls under statements of the Holding company, its subsidiary and its
Clause (i) of Sub-section 3 of Section 143 of the joint venture, which are companies incorporated in India,
Companies Act, 2013 (“the Act”) based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls
In conjunction with our audit of the consolidated financial Over Financial Reporting (the “Guidance Note”) issued by the
statements of the Company as of and for the year ended ICAI and the Standards on Auditing prescribed under section
March 31, 2021, we have audited the internal financial 143(10) of the Act, to the extent applicable to an audit of
controls with reference to consolidated financial statements internal financial controls. Those Standards and the Guidance
of Nuvoco Vistas Corporation Limited (hereinafter referred to Note require that we comply with ethical requirements and
as “the Holding Company”), its subsidiary company and its plan and perform the audit to obtain reasonable assurance
Joint venture, which are companies incorporated in India, as about whether internal financial controls with reference to
of that date. consolidated financial statements was established and
maintained and if such controls operated effectively in all
Management’s Responsibility for Internal Financial material respects.
Controls
Our audit involves performing procedures to obtain audit
The respective Board of Directors of the Holding company, evidence about the internal financial controls with reference
its subsidiary company and its joint venture, which are to consolidated financial statements and their operating
companies incorporated in India, are responsible for effectiveness. Our audit of internal financial controls with
establishing and maintaining internal financial controls reference to consolidated financial statements included
based on the internal control with reference to consolidated obtaining an understanding of internal financial controls with
financial statements criteria established by the respective reference to consolidated financial statements, assessing
companies considering the essential components of internal the risk that a material weakness exists, and testing and
control stated in the Guidance Note on Audit of Internal evaluating the design and operating effectiveness of internal
Financial Controls Over Financial Reporting issued by the control based on the assessed risk. The procedures selected
Institute of Chartered Accountants of India (“the ICAI”). depend on the auditor’s judgement, including the assessment
These responsibilities include the design, implementation of the risks of material misstatement of the consolidated
and maintenance of adequate internal financial controls financial statements, whether due to fraud or error.
that were operating effectively for ensuring the orderly and
We believe that the audit evidence we have obtained, is
efficient conduct of its business, including adherence to
sufficient and appropriate to provide a basis for our audit
the respective company’s policies, the safeguarding of its
opinion on the internal financial controls with reference to
assets, the prevention and detection of frauds and errors,
consolidated financial statements of the Holding company,
the accuracy and completeness of the accounting records,
its subsidiary company and its joint venture, which are
and the timely preparation of reliable financial information,
companies incorporated in India.
as required under the Act.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
193
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note As at As at
Particulars
No. 31 March 2021 31 March 2020
ASSETS
NON-CURRENT ASSETS
(a) Property, plant and equipment 2 9,324.18 6,220.80
(b) Capital work-in-progress (net of provision) 1,235.81 646.93
(c) Investment property 3 0.55 1.19
(d) Goodwill 4 3,278.47 2,443.86
(e) Other intangible assets 4 2,109.06 1,202.64
(f) Right of use assets 5 329.34 101.68
(g) Intangible assets under development 4.37 -
(h) Financial assets
(i) Investments 6 0.05 0.05
(ii) Loans 7 1.50 0.17
(iii) Other non-current financial assets 8 787.47 579.09
(i) Income tax assets (net) 133.22 133.93
(j) Other non current assets 9 191.27 107.06
17,395.29 11,437.40
CURRENT ASSETS
(a) Inventories 10 712.37 603.03
(b) Financial assets
(i) Investments 11 384.17 -
(ii) Trade receivables 12 453.90 506.30
(iii) Cash and cash equivalents 13 493.10 253.86
(iv) Bank balances other than Cash and cash equivalents 14 34.65 257.00
(v) Loans 15 2.66 2.26
(vi) Other current financial assets 16 210.15 265.81
(c) Income tax assets (net) 1.56 1.39
(d) Other current assets 17 219.68 117.23
2,512.24 2,006.88
TOTAL ASSETS 19,907.53 13,444.28
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 18 315.09 242.36
(b) Other equity 7,008.59 5,036.88
7,323.68 5,279.24
LIABILITIES
NON-CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 19 5,561.24 2,931.25
(ii) Other non-current financial liabilities 20 62.53 52.76
(iii) Lease liabilities 89.08 33.64
(b) Provisions 21 81.40 70.31
(c) Deferred tax liabilities (net) 22 1,880.95 1,441.84
(d) Other non current liabilities 23 2.14 -
7,677.34 4,529.80
CURRENT LIABILITIES
(a) Financial liabilities
(i) Borrowings 24 197.78 661.31
(ii) Trade payables 25
- Due to micro and small enterprises 56.81 12.01
- Due to creditors other than micro and small enterprises 850.76 773.95
(iii) Other current financial liabilities 26 2,735.43 1,516.67
(iv) Lease liabilities 60.57 15.88
(b) Other current liabilities 27 574.00 333.84
(c) Provisions 28 431.16 321.58
4,906.51 3,635.24
TOTAL EQUITY AND LIABILITIES 19,907.53 13,444.28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1B
The accompanying notes are an integral part of these Consolidated financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
For MSKA & Associates CIN: U26940MH1999PLC118229
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai
Date : 21 May 2021 Date : 21 May 2021
194
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note
Particulars 2020-21 2019-20
No.
INCOME
Revenue from operations 29 7,488.83 6,793.24
Other income 30 33.84 36.70
Total Income 7,522.67 6,829.94
EXPENSES
Cost of materials consumed 31 1,032.30 1,273.82
Purchase of stock in trade 32 47.61 17.56
Changes in inventories of finished goods, work-in-progress and stock-in-trade 33 126.88 (61.37)
Power and fuel 1,356.34 1,225.63
Freight and forwarding charges 2,029.42 1,776.14
Employee benefits expense 34 482.03 404.61
Finance costs 35 664.04 419.21
Depreciation and amortization expense 36 793.79 527.88
Other expenses 37 953.76 859.71
Total expenses 7,486.17 6,443.19
The accompanying notes are an integral part of these Consolidated financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
For MSKA & Associates CIN: U26940MH1999PLC118229
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
195
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
196
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Cash and cash equivalents at the beginning of the year 253.86 98.27
Additions through Business combination (Refer note 53) 26.30 -
Cash and cash equivalents at the end of the year 493.10 253.86
Reconciliation of Cash and Cash equivalents with the Balance Sheet
Notes :
i) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting
Standard (Ind AS) 7 - “Cash Flow Statements”
ii) Disclosure as required by IND AS 7 - “Cash Flow Statements” - Changes in liabilities arising from financing activities:
The accompanying notes are an integral part of these Consolidated financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
197
198
Consolidated Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)
Balance at the beginning of the reporting year 24,23,61,787 242.36 20,00,00,000 200.00
Share issued on account of business combination (Refer note 52) - - 4,23,61,787 42.36
Shares Issued (Right Issue) 7,27,27,274 72.73 - -
Balance at the end of the reporting year 31,50,89,061 315.09 24,23,61,787 242.36
Other equity
Balance at 1 April 2019 37.33 (1,053.75) 838.28 2,197.19 23.33 493.50 2.53 90.00 0.01 2,122.90 42.36 - 4,793.68
Profit for the year - - - - - - - - - 249.25 - - 249.25
Other comprehensive loss for the year - - - - - - - - - (3.03) - - (3.03)
Total comprehensive income - - - - - - - - 246.22 - - 246.22
Transfer to Debenture redemption - - - - - 73.07 - - - (73.07) - - -
reserve from retained earning
Contribution from erstwhile owners of - - 39.91 - - - - - - - - - 39.91
demerged undertaking
Transfer to retained earning from - - - - - (303.96) - - - 303.96 - - -
Debenture redemption reserve
Issue of shares on account of - - - - - - - - - - (42.36) - (42.36)
business combination (Refer note 52)
Share issue expenses (net of tax)** - - - (0.57) - - - - - - - - (0.57)
Balance at 31 March 2020 37.33 (1,053.75) 878.19 2,196.62 23.33 262.61 2.53 90.00 0.01 2,600.01 - - 5,036.88
Loss for the year - - - - - - - - - (25.95) - - (25.95)
Other comprehensive income for the - - - - - - - - - 2.93 - - 2.93
year
Total comprehensive loss - - - - - - - - - (23.02) - - (23.02)
Consolidated Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)
Notes:
* As per notification GSR 574(E) in reference to amendment in rule 18, for sub rule 7 of the Companies (Share Capital and Debentures) Rules, 2014, Company has discontinued creating Debenture
CORPORATE OVERVIEW
The accompanying notes are an integral part of these Cosolidated financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
Chartered Accountants
Firm Registration No. 105047W Jayakumar Krishnaswamy Bhavna Doshi
Managing Director Director
DIN: 02099219 DIN: 00400508
Siddharth Iyer
Partner
Membership No. 116084 Maneesh Agrawal Shruta Sanghavi
Chief Financial Officer Company Secretary
199
Date : 21 May 2021 Date : 21 May 2021
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Group re-assesses whether or not it controls Property, plant and equipment are stated at cost
an investee if facts and circumstances indicate comprising of purchase price and any initial directly
that there are changes to one or more of the three attributable cost of bringing the asset to its working
200
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
201
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202
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Group bases its impairment calculation on The cost of the right-of-use assets comprises the
detailed budgets and forecast calculations, which amount of the initial measurement of the lease
are prepared separately for each of the Group’s liability, adjusted for any lease payments made at
CGUs to which the individual assets are allocated. or prior to the commencement date of the lease,
These budgets and forecast calculations generally any initial direct costs incurred by the Group, any
cover a period of five years. For longer periods, a lease incentives received and expected costs for
long-term growth rate is calculated and applied to obligations to dismantle and remove right-of-use
project future cash flows after the fifth year. In any assets when they are no longer used.
case the growth rate does not exceed the long term
average growth rate for the products/industries in Subsequently, the right-of-use assets is measured
which the entity operates. at cost less any accumulated depreciation and
accumulated impairment losses, if any. The right-of-
Impairment losses are recognised in the statement use assets are depreciated on a straight-line basis
of profit and loss. from the commencement date of the lease over the
shorter of the end of the lease term or useful life of
Goodwill and intangible assets with indefinite useful the right-of-use asset.
lives are tested for impairment annually and when
circumstances indicate that the carrying value Right-of-use assets are assessed for impairment
may be impaired. Impairment is determined for whenever there is an indication that the balance
goodwill and intangible assets with indefinite useful sheet carrying amount may not be recoverable using
lives by assessing the recoverable amount of each cash flow projections for the useful life.
CGU (or group of CGUs) to which it relates. When
the recoverable amount of the CGU is less than its For lease liabilities at commencement date, the Group
carrying amount, an impairment loss is recognised. measures the lease liability at the present value of
Impairment losses relating to goodwill and intangible the future lease payments from the commencement
assets with indefinite useful lives cannot be reversed date of the lease to end of the lease term. The lease
in future periods. payments are discounted using the interest rate
implicit in the lease or, if not readily determinable,
g) Leases: the Group’s incremental borrowing rate for the asset
subject to the lease in the respective markets.
The Group evaluates each contract or arrangement,
whether it qualifies as lease as defined under Ind AS Subsequently, the Group measures the lease liability
116. by adjusting carrying amount to reflect interest on
the lease liability and lease payments made.
The Group as a lessee:
The Group remeasures the lease liability (and makes
The Group assesses, whether the contract is, or a corresponding adjustment to the related right-of-
contains, a lease at the inception of the contract or use asset) whenever there is a change to the lease
upon the modification of a contract. A contract is, or terms or expected payments under the lease, or a
contains, a lease if the contract conveys the right to modification that is not accounted for as a separate
control the use of an identified asset for a period of lease.
time in exchange for consideration.
203
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
All financial assets are recognised initially at fair value 1. The objective of the business model is achieved
plus, in the case of financial assets not recorded both by collecting contractual cash flows and
at fair value through profit and loss, transaction selling the financial assets, and
costs that are attributable to the acquisition of the
financial asset. 2. The asset’s contractual cash flows represent
SPPI
Subsequent measurement
Debt instrument included within the fair value
For purposes of subsequent measurement, financial through other comprehensive income are measured
assets are classified in two broad categories: initially as well as at each reporting date at fair
value. Fair value movements are recognized in the
1. Financial assets at amortised cost
other comprehensive income (OCI).
2. Financial assets at fair value
204
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
205
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
206
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
207
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The effective portion of the gain or loss on the hedging The remainder of the proceeds is allocated to the
instrument is recognised in OCI in the cash flow hedge conversion option that is recognised and included
reserve, while any ineffective portion is recognised in equity since conversion option meets Ind AS
immediately in the statement of profit and loss. 32 Financial Instruments presentation criteria for
fixed to fixed classification. Transaction costs are
The Group uses forward currency contracts as deducted from equity, net of associated income tax.
hedges of its exposure to foreign currency risk The carrying amount of the conversion option is not
in forecast transactions and firm commitments. remeasured in subsequent years. The conversion
The ineffective portion relating to foreign currency option classified as equity will remain in equity until
contracts is recognised in finance costs and the the conversion option is exercised, in which case,
ineffective portion relating to commodity contracts the balance recognised in equity will be transferred
is recognised in other income or expenses. to other component of equity. No gain or loss is
recognised in profit or loss upon conversion.
Amounts recognised as OCI are transferred to profit or
loss when the hedged transaction affects profit or loss, Transaction costs are apportioned between the
such as when the hedged financial income or financial liability and equity components of the convertible
expense is recognised or when a forecast sale occurs. debentures based on the allocation of proceeds
When the hedged item is the cost of a non-financial to the liability and equity components when the
asset or non-financial liability, the amounts recognised components are initially recognised. The portion
as OCI are transferred to the initial carrying amount of allocated to the equity component is reduced
the non-financial asset or liability. from equity as these are incremental costs directly
208
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
j) Investment in joint ventures The Group accounts for its business combination
under acquisition method of accounting. The cost
A joint venture is a type of joint arrangement of an acquisition is measured as the aggregate of
whereby the parties that have joint control of the the consideration transferred, which is measured at
arrangement have rights to the net assets of the joint acquisition date fair value. Acquisition related costs
venture. Joint control is the contractually agreed are recognised in the consolidated statement of
sharing of control of an arrangement, which exists profit and loss as incurred.
only when decisions about the relevant activities
require unanimous consent of the parties sharing Identifiable assets acquired and liabilities and
control. The Group accounts for investment in Joint contingent liabilities assumed in a business
venture using the equity method of accounting in combination are, with limited exceptions, measured
the consolidated financial statement. initially at their fair values at the acquisition date.
The group recognises any non-controlling interest in
k) Business combination the acquired entity on an acquisition-by-acquisition
Business Combination under common control: basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired
Business combinations involving entities that are entity’s net identifiable assets
controlled by the Group or ultimately controlled
by the same party or parties both before and after The excess of the
the business combination, and that control is not
• consideration transferred,
transitory, are accounted for using the pooling of
interests method as follows: • amount of any non-controlling interest in the
acquired entity, and
- The assets and liabilities of the combining
entities are reflected at their carrying amounts • acquisition-date fair value of any previous
equity interest in the acquired entity over the
- No adjustments are made to reflect fair values,
fair value of the net identifiable assets acquired
or recognise any new assets or liabilities.
is recorded as goodwill.
Adjustments are only made to harmonise
accounting policies. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred,
- The financial information in the financial
the Group re-assesses whether it has correctly
statements in respect of prior periods is
identified all of the assets acquired and all of the
restated as if the business combination had
liabilities assumed and reviews the procedures used
occurred from the beginning of the preceding
to measure the amounts to be recognised at the
period in the financial statements, irrespective
acquisition date. If the reassessment still results in
of the actual date of the combination, however,
an excess of the fair value of net assets acquired
where the business combination had occurred
over the aggregate consideration transferred, then
after that date, the prior period information is
the gain is recognised as capital reserve
restated only from that date.
After initial recognition, goodwill is measured at
- The balance of the retained earnings appearing
cost less any accumulated impairment losses.
in the financial statements of the transferor
For the purpose of impairment testing, goodwill
is aggregated with the corresponding balance
acquired in a business combination is, from the
appearing in the financial statements of the
acquisition date, allocated to each of the Group’s
transferee or is adjusted against general reserve.
cash-generating units that are expected to benefit
209
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
210
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
All other borrowing costs are expensed in the period b. In respect of taxable temporary differences
in which they occur. associated with investments in subsidiaries,
associates and interests in joint arrangements,
Borrowing costs consist of interest and other costs when the timing of the reversal of the temporary
that a Group incurs in connection with the borrowing differences can be controlled and it is probable
of funds. that the temporary differences will not reverse
in the foreseeable future
r) Income tax
Deferred tax assets are recognised for all deductible
The Income tax expense or credit for the period temporary differences, the carry forward of unused
is the tax payable on the current period’s taxable tax credits and any unused tax losses. Deferred
income based on the applicable income tax rate for tax assets are recognised to the extent that it is
each jurisdiction adjusted by changes in deferred probable that taxable profit will be available against
tax assets and liabilities attributable to temporary which the deductible temporary differences, and the
differences. carry forward of unused tax credits and unused tax
losses can be utilised, except:
211
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
212
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
213
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
For the purpose of calculating diluted earnings per 1. In the principal market for the asset or liability,
share, the profit or loss for the period attributable
Or
to equity shareholders and the weighted average
number of shares outstanding during the period 2. In the absence of a principal market, in the most
is adjusted for the effects of all dilutive potential advantageous market for the asset or liability.
equity shares. The principal or the most advantageous market
must be accessible by the Group.
w) Operating Segment
The fair value of an asset or a liability is measured
The Chief Operational Decision Maker monitors the using the assumptions that market participants
operating results of its business segments separately would use when pricing the asset or liability,
for the purpose of making decisions about resource assuming that market participants act in their
allocation and performance assessment. Segment economic best interest.
performance is evaluated based on profit or loss and The Group uses valuation techniques that are
is measured consistently with profit or loss in the appropriate in the circumstances and for which
financial statements. sufficient data are available to measure fair value,
maximising the use of relevant observable inputs
The Operating segments have been identified on the and minimising the use of unobservable inputs.
basis of the nature of products/services.
All assets and liabilities for which fair value is
The accounting policies adopted for segment measured or disclosed in the financial statements
are categorised within the fair value hierarchy,
reporting are in line with the accounting policies of
described as follows, based on the lowest level input
the Group. Segment revenue, segment expenses,
that is significant to the fair value measurement as a
segment assets and segment liabilities have whole:
214
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
3. Level 3 — Valuation techniques for which the Deferred tax assets and liabilities are classified as
lowest level input that is significant to the fair non-current assets and liabilities.
value measurement is unobservable.
The operating cycle is the time between the
For assets and liabilities that are recognised in the acquisition of assets for processing and their
financial statements on a recurring basis, the Group realisation in cash and cash equivalents. The Group
determines whether transfers have occurred between has identified twelve months as its operating cycle.
levels in the hierarchy by re-assessing categorisation
z) Exceptional items
(based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of Certain occasions, the size, type or incidence of an
each reporting period. item of income or expense, pertaining to the ordinary
activities of the Group is such that its disclosure
y) Current and non-current classification
improves the understanding of the performance of
The Group presents assets and liabilities in the the Group, such income or expense is classified as
balance sheet based on current/ non-current an exceptional item and accordingly, disclosed in
classification. An asset is treated as current when it the notes accompanying to the financial statements.
is:
aa) Rounding off
1. Expected to be realised or intended to be sold or
All amounts disclosed in the financial statements
consumed in normal operating cycle;
and notes have been rounded off to the nearest
2. Held primarily for the purpose of trading; crores as per the requirements of Schedule III,
unless otherwise stated. Any amount appearing as
3. Expected to be realised within twelve months H0.00 represents amount less than H 50,000.
after the reporting period,
bb) Significant estimates and judgments
Or
The preparation of the Group’s financial statements
4. Cash or cash equivalent unless restricted from requires management to make judgments, estimates
being exchanged or used to settle a liability and assumptions that affect the reported amounts
for at least twelve months after the reporting of revenues, expenses, assets and liabilities, and
period. the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
All other assets are classified as non-current. assumptions and estimates could result in outcomes
that require a material adjustment to the carrying
A liability is current when:
amount of assets or liabilities affected in future
1. It is expected to be settled in normal operating periods.
cycle;
The estimates and assumptions that may have a
2. It is held primarily for the purpose of trading; significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within
3. It is due to be settled within twelve months after the next financial period are described below:
the reporting period,
215
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Various litigations and claims related to Group are e. Compulsory convertible debentures (CCDs):
assessed primarily by the management and also in
certain cases by with the support of the relevant The Group has issued CCDs with an option of early
external advice. Disclosures related to such provision conversion available with the Group during the
for legal cases, as well as contingent liabilities, tenure of CCDs. Judgment is required to determine
require judgment and estimations. (a) whether the group’s early settlement option
is substantive and thus classify CCDs as equity
c. Revenue recognition instrument or (b) whether the group has an indirect
obligation to deliver a variable number of shares,
Group provides various discounts to the customers. which would meet the definition of a financial liability
The methodology and assumptions used to estimate and thus classify CCDs as liability instruments.
the same are monitored and adjusted regularly
216
Notes to Consolidated Financial Statements
(All amounts are in H crore, unless otherwise stated)
Cost as at 1 April 2019 770.46 70.55 4.39 1,549.64 6,708.69 657.76 18.76 36.80 19.30 9,836.35
Additions 6.47 - 3.90 64.57 505.69 3.40 2.19 2.58 0.98 589.78
Disposals - - - (14.93) (15.97) - (0.00) (4.27) (0.07) (35.24)
Reclassified on adoption of Ind AS - (70.55) - - - - - - - (70.55)
116 (Refer note 5)
Cost as at 31 March 2020 (A) 776.93 - 8.29 1,599.28 7,198.41 661.16 20.95 35.11 20.21 10,320.34
Adjustment on account of Business 568.99 - 29.34 448.67 2,390.77 - 8.49 3.69 2.05 3,452.00
combination (Refer note 53)
Additions 16.57 - 6.56 20.23 223.22 0.50 3.53 3.53 1.36 275.50
Disposals/Adjustment - - - (13.58) (41.27) - (0.43) (0.20) (0.45) (55.93)
Cost as at 31 March 2021 (C) 1,362.49 - 44.19 2,054.60 9,771.13 661.66 32.54 42.13 23.17 13,991.91
Accumulated depreciation as at 1 28.16 13.17 3.19 574.95 2,795.28 247.78 9.20 30.77 11.95 3,714.45
April 2019
CORPORATE OVERVIEW
Depreciation for the year 7.42 - 0.22 54.26 336.52 23.61 2.30 2.60 2.52 429.45
Disposals/adjustments - - - (14.90) (11.96) - (0.00) (4.26) (0.07) (31.19)
Reclassified on adoption of Ind AS - (13.17) - - - - - - - (13.17)
116 (Refer note 5)
Accumulated depreciation as at 31 35.58 - 3.41 614.31 3,119.84 271.39 11.50 29.11 14.40 4,099.54
March 2020 (B)
Depreciation for the year 9.87 - 2.42 79.27 496.50 23.82 3.73 2.83 2.80 621.24
Disposals/adjustments - - - (12.83) (39.72) - (0.13) (0.12) (0.25) (53.05)
STATUTORY REPORTS
Accumulated depreciation as at 31 45.45 - 5.83 680.75 3,576.62 295.21 15.10 31.82 16.95 4,667.73
March 2021 (D)
Net carrying amount as at 31 741.35 - 4.88 984.97 4,078.57 389.77 9.45 6.00 5.81 6,220.80
March 2020 (A) - (B)
Net carrying amount as at 31 1,317.04 - 38.36 1,373.85 6,194.51 366.45 17.44 10.31 6.22 9,324.18
March 2021 (C) - (D)
Notes:
a. Freehold land includes H 2.11 (31 March 2020 : H 2.11 Crores) Crores being used by third party
FINANCIAL STATEMENTS
217
b. Refer note 19 for property, plant and equipment provided as collateral against borrowings
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
3. Investment property
Description Amount
Additions -
Disposals/transfer -
Cost as at 31 March 2020 (A) 1.59
Disposals/transfer (0.80)
Cost as at 31 March 2021 (C) 0.79
In March 2021, the Company has received quotation from one of the customer for sale of said investment property at
H 0.80 cores. The fair value, as on 31 March 2020, was H 1.60 crores.
Cost as at 1 April 2019 60.86 939.92 506.66 71.90 17.78 1,597.12 2,443.86
218
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at March 31, 2021, the carrying value of goodwill relating to business acquisition is H 3278.47 crores. Management
has identified three operating cash generating units (CGUs) as below for the purpose of impairment testing
Goodwill arising from the acquisition of NU Vista Limited (NVL) amounting to H 834.61 crores has been allocated to NVL
Cement CGU as management is monitoring Goodwill at the that level.
The Group performed its annual impairment test for all the CGUs for years ended 31 March 2021 and 31 March 2020
respectively and no Goodwill impairment was deemed necessary.
The recoverable amount of the NVCL Cement CGU has been determined based on a value in use calculation using
cash flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand
for Cement. The pre-tax discount rate applied to cash flow projections for impairment testing during the the year
ended March 21 is 14.75% and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate
that is the same as the long-term average growth rate for the industry. It was concluded that the recoverable amount
exceeded the carrying value of cash generating unit hence there is no impairment.
219
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
ii.
NVL Cement CGU
The recoverable amount of the NVL Cement CGU has been determined based on a value in use calculation using cash
flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for
Cement. The pre-tax discount rate applied to cash flow projections for impairment testing during the the year ended
March 21 is 14.75% and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate that is the
same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded
the carrying value of cash generating unit hence there is no impairment.
The recoverable amount of the Ready mix CGU has been determined based on a value in use calculation using cash
flow projections covering a five-year period. The projected cash flows have been updated to reflect the demand for
Ready mix. The pre-tax discount rate applied to cash flow projections for impairment testing during the the year ended
March 21 is 14.75% and cash flows beyond the five-year period are extrapolated using a 2.0% growth rate that is the
same as the long-term average growth rate for the industry. It was concluded that the recoverable amount exceeded
the carrying value of cash generating unit hence there is no impairment.
The calculation of value in use for both units is most sensitive to the following assumptions:
(2)
Raw Material price inflation
Sales Growth Rate - Management expects a stable sales growth rate over the forecast period, the management further
expects the Company position in relative to its competitors to strengthen following sales aggressive targets taken by the
Company.
Raw Material Price inflation - Past material price movements are used as indicators of future price movements.
Market growth rate - Management expects the Company position in Cement & RMX business to be stable over the forecast
period, the management further expects the Company position in relative to its competitors to strengthen following sales
aggressive targets taken by the Company.
The implications of the key assumptions for the recoverable amount are discussed below:
Sales Growth Rate - Management recognises the effect of new entrant and additional capacity expansion of existing
competitors as not to have material adverse impact on the forecasts.
Raw Material Price inflation - The management has considered the possibility of greater than forecast increases in raw
material price inflation. This may occur if anticipated regulatory changes result in an increase in demand that cannot be
met by suppliers. If prices of raw materials increase greater than the forecast price inflation, then the RMX CGU will have
to pass on such increase to the customer, for Cement CGU raw material prices do not vary significantly.
Market growth rate - Based on industrial data and infrastructure growth action taken by the government, the Company is
of the view that the growth rate will be higher than the forecast estimated by the Company.
While it is unlikely for all the above assumptions to move adversely together, it would require a significant increase/
decrease to result in an impairment charge.
220
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Accumulated amortisation as at
1 April 2019
Amortisation for the year 5.82 - 8.67 6.22 0.39 21.10
Reclassified on adoption of Ind AS 13.17 - - - - 13.17
116 (Refer note 2)
Disposals/ Adjustment (0.67) - - (1.09) - (1.76)
Accumulated amortisation as at 18.32 - 8.67 5.13 0.39 32.51
31 March 2020 (B)
Amortisation for the year 7.55 16.36 10.15 27.97 0.43 62.46
Disposals - (2.20) (10.40) (5.69) (0.06) (18.35)
Accumulated amortisation as at 25.87 14.16 8.42 27.41 0.76 76.62
31 March 2021 (D)
221
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
861,300 (31 March 2020 - 861,300) equity shares of H 10/- each fully paid 0.86 0.86
up in Wardha Vaalley Coal Field Private Limited
Note :
The Ministry of coal had allotted a coal block in the state of Maharashtra to a consortium in which the Company is a
member. The Company plans to carry out mining activities through Wardha Vaalley Coal Field Private Limited, a joint
venture Company incorporated in India as a special purpose vehicle. The Company’s ownership in the jointly controlled
entity is 19.14%. The other owners in the joint venture being IST Steel & Power Limited (53.59%) and Ambuja Cements
Limited (27.27%).
In prior years, the allotment of the coal block has been cancelled and the Joint Venture (JV) Company has been show
caused for allegedly not achieving the progress milestones in the development of the mine. Deallocation of the coal block
has been challenged before the Hon’ble Delhi High Court and the matter is sub-judice. The guarantees given by the JV has
also been sought to be invoked but the same has been stayed by the Hon’ble Delhi High Court subject to the guarantee
being kept alive. Subsequently such guarantee furnished by the Company has been cancelled.
b. Investment in others
As at As at
Particulars
31 March 2021 31 March 2020
222
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
7. Loans
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Loans to related party # (Refer note 42) 1.21 1.17
Less: Provision for doubtful loans (1.21) (1.17)
Sub total (b) - -
Total (a+b) 1.50 0.17
#
Represents intercorporate loan given to Wardha Vaalley Coal Field Private Limited for working capital requirements.
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Deposits with govt. authorities and others 4.89 4.90
Less: Provision for doubtful deposits (4.89) (4.90)
Sub total (b) - -
Total (a+b) 787.47 579.09
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Capital advances 1.26 1.26
Less: Provision for doubtful advances (1.26) (1.26)
Sub total (b) - -
Total (a+b) 191.27 107.06
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
10. Inventories
As at As at
Particulars
31 March 2021 31 March 2020
The Company has provided for write down to the value of stores and spare parts in the statement of profit and loss of H
5.11 crores (31 March 2020 - H 0.03 crores).
11. Investments
As at As at
Particulars
31 March 2021 31 March 2020
224
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
15. Loans
As at As at
Particulars
31 March 2021 31 March 2020
225
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
Doubtful
Interest accrued on loan to related party# 1.02 0.83
Provision for doubtful Interest accrued on loan (1.02) (0.83)
Sub total (b) - -
Total 210.15 265.81
#
For other receivable outstanding from related parties (Refer note 42)
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
Authorized
7,801,110,000 (31 March 2020 - 7,801,110,000) equity shares of H 10/- each 7,801.11 7,801.11
1,000,000,000 (31 March 2020 - 1,000,000,000) preference shares of H 10/- 1,000.00 1,000.00
each
8,801.11 8,801.11
Issued, subscribed and fully paid-up
31,50,89,061 (31 March 2020 - 242,361,787 ) equity shares of H 10/- each 315.09 242.36
315.09 242.36
226
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company has only one class of equity shares having a par value of H10 per share. Each holder of equity shares
is entitled to one vote per share. The shareholders are entitled to dividends in Indian Rupees, proposed by the Board
of Directors and subject to the approval of the shareholders in the Annual General Meetings.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.
As at As at
Particulars
31 March 2021 31 March 2020
As per records of the Company, including its register of shareholder/members and other declarations received from
shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
(c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date:
i) Equity shares issued pursuant to merger scheme in financial year 2016-17 - 150,000,000 shares of H 10/- each
ii) On 19th February 2019, the Company has converted Compulsory Convertible Debentures (CCD) of H 1000 crores
into 50,000,000 numbers of equity shares of H 10/- each. Difference between the equity component of CCD and
face value of the equity shares issued on conversion has been credited to security premium account. Difference
between the outstanding debt component related to CCD (including accrued interest till the date of conversion
accounted as per Ind As) and interest payable @ 2% till the date of conversion, has been credited to retained
earnings. Remaining portion of the debt component has been treated as Inter Corporate Deposit from Nirma
Limited to the Company bearing interest @ 8% p.a..
iii) Pursuant to the Scheme of arrangement between the Company and Nirma Limited in February, 2020, 4,23,61,787
equity shares were allotted as fully paid up to the equity shareholders of Nirma Limited, without payment being
received in cash. (Refer note 52)
A - Capital Reserve, Capital Reserve on Amalgamation, Capital Reserve on Merger and Amalgamation Reserve
Capital reserve is used to record excess of net assets taken over pursuant to amalgamation.
The Company has issued redeemable non-convertible debentures. Accordingly, the Companies (Share capital and
Debentures) Rules, 2014 (as amended), requires the Company to create Debenture Redemption Reserve (DRR) out
of profits of the Company available for payment of dividend. DRR was required to be created for an amount which is
equal to 25% of the value of debentures issued. As per notification GSR 574(E) in reference to amendment in rule
18, for sub rule 7 of the Companies (Share Capital and Debentures) Rules, 2014, Company has discontinued creating
Debenture Redemption Reserve w.e.f. 16th August 2019
227
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
C - Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance
with the provisions of the Companies Act, 2013.
Capital redemption reserve was created by transferring from retained earnings. The balance will be utilised in
accordance with the provision of the Companies Act, 2013.
E - General Reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation
purposes.
Statutory Reserve under section 45IC of RBI Act was created by transferring profits as per the rules stated therein
when the company was registered as a Non Banking Financial Company (NBFC).
H - Retained earning
Retained earnings are the profits that the Group has earned till date, less any transfers to general reserve, debenture
redemption reserve. Retained Earnings is a free reserve available to the Group.
19. Borrowings
As at As at
Particulars
31 March 2021 31 March 2020
Note :
a. The Company has issued Non convertible debentures (NCD) of H 1,600.00 crores which are secured by first ranking
exclusive charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in respect
228
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
of and over the fixed assets including plant and machinery, equipments, land, immovable properties, mining leases
(to the extent permitted under the applicable law), investments, its intellectual properties (other than the excluded
intellectual properties) and a second pari passu charge over the current assets including cash, receivables, stocks,
bank accounts of the Company. The interest is payable half yearly at the applicable rates as specified for each series.
b. The Company has issued Non convertible debentures (NCD) of H 350.00 crores which are secured by first ranking
charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in respect of and
over the fixed assets of the Company. The interest is payable yearly at the applicable rate and principle is payable at
the end of the tenure.
c (i). On merger of the cement undertaking of Nirma Ltd with the Company, proportionate liability in form of
Unsecured, Subordinated, Rated, Listed Non Convertible Debentures redeemable at par on 6th July 2077 was
also transferred. These debentures have a call option which can be exercised by the Company at the end of 7
years from 6th July 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.
c (ii). On merger of the cement undertaking of Nirma Ltd with the Company, proportionate liability in form of
Unsecured, Subordinated, Rated, Listed Non Convertible Debentures redeemable at par on 6th July 2077 was
also transferred. These debentures have a call option which can be exercised by the Company at the end of 10
years from 6th July 2017 and annually every year thereafter with the maximum additional interest of 2% p.a.
d (i) The Company has issued Non convertible debentures (NCD) of H 800.00 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in
respect of and over the fixed assets of the Company. The interest is payable quarterly at the applicable rate and
principle is payable at the end of the tenure.
(ii) The Company has issued Non convertible debentures (NCD) of H 650.00 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company in
respect of and over the fixed assets of the Company. The interest is payable quarterly at the applicable rate and
principle is payable at the end of the tenure. These debentures have a call option which can be exercised by the
Company on 11th December 2020 and 11th March 2021 with the maximum additional interest of 0.25% p.a.
post 11th December 2020 and 1% post 11th March 2021 till date of final settlement.
(iii) The Company has issued Non convertible debentures (NCD) Series I of H 215 crs and Series II of H 185 crores
which are secured by first ranking pari passu charge in favour of the debenture trustee over all rights, title,
interest and benefit of the Company in respect of and over the fixed assets of the Company. The interest is
payable quarterly at the applicable rate and principle is payable at the end of the tenure.
(iv) The Company has issued Non convertible debentures (NCD) of H 500 crores which are secured by first ranking
pari passu charge in favour of the debenture trustee over all rights, title, interest and benefit of the Company
in respect of and over the fixed assets of the Company. The interest is payable yearly at the applicable rate and
principle is payable at the end of the tenure.
e. The Company has taken term loan of H 375.00 crores from Kotak Mahindra Bank Ltd and H 375.00 crores from State
Bank of India, carrying average interest rate of 7.65% and 7.58% respectively, which is secured by first pari passu
charge to be shared with other term lenders and debenture holders on all rights, title, interest and benefits of the
borrower pertaining to all existing and future moveable fixed assets and immovable properties. Loan shall be repaid
in 20 equal quarterly instalments starting from the quarter following the expiry of moratorium period of 24 month
from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
229
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has taken term loan of H 150.00 crores from The Hongkong and Shanghai Banking Corporation Ltd ,
carrying average interest of 7.93%, which is secured by first pari passu charge to be shared with other term lenders
and debenture holders on all rights, title, interest and benefits of the borrower pertaining to entire fixed assets to
the extent of 1.25x at all times and second pari passu charge over current assets. 10% of Loan to be repaid in equal
quarterly installment during 2nd year following the expiry of moratorium of 1year from the date of disbursement and
rest 90% in following 3years in equal quarterly installment. The interest is payable on monthly basis at the applicable
rates.
The Company has taken term loan of H 150.00 crores from Axis Bank Ltd , carrying average interest of 7.62%, which
is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties. Loan shall be repaid in 16 equal quarterly installments starting from the quarter following the expiry of
moratorium period of 24 month from the date of first disbursement. The interest is payable on monthly basis at the
applicable rates.
The Company has taken term loan of H 150.00 crores from First Abu Dhabi Bank PJSC , carrying average interest of
7.93%, which is secured by first pari passu charge to be shared with other term lenders and debenture holders on
all rights, title, interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and
immovable properties and second pari passu charge over current assets. Loan shall be repaid in 5 equal quarterly
installments starting from 36th month after the date of first disbursement. The interest is payable on monthly basis
at the applicable rates.
The Company has taken term loan of H 145.00 crores from Axis Finance Ltd , carrying interest of 9.75%, which is
secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties. Loan shall be repaid in 10 equal quarterly installments starting from the quarter following the expiry of
moratorium period of 13month from the date of first disbursement. The interest is payable on monthly basis at the
applicable rates.
The Company has taken term loan of H 965 crores from Axis Bank Ltd , carrying average interest of 7.98%, which
is secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing and future moveable fixed assets and immovable
properties and Second charge on the entire current assets of the company on pari pasu basis. Loan shall be repaid
in 36 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12 month
from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
Axis Bank Ltd has downsell H 2,11.28 crores to Bank of Maharashtra, H 183.72 crores to Indian Bank, H 100 crores to
Karur Vyasa Bank and H 75 crores to HSBC Bank at 8.25% which is secured by first pari passu charge to be shared
with other term lenders and debenture holders on all rights, title, interest and benefits of the borrower pertaining
to all existing and future moveable fixed assets and immovable properties and Second charge on the entire current
assets of the Company on pari pasu basis. Loan shall be repaid in 36 equal quarterly installments starting from the
quarter following the expiry of moratorium period of 12 month from the date of first disbursement. The interest is
payable on monthly basis at the applicable rates.
The Company has taken term loan of H 200.00 crores from Axis Bank Ltd , carrying interest of 7.03%, which is
secured by first pari passu charge to be shared with other term lenders and debenture holders on all rights, title,
interest and benefits of the borrower pertaining to all existing fixed assets. Loan shall be repaid in 20 equal quarterly
installments starting from the quarter following the expiry of moratorium period of 12 month from the date of first
disbursement. The interest is payable on monthly basis at the applicable rates.
230
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company has taken term loan of H 150.00 crores from HSBC , carrying interest of 7.15%, which is secured by
first pari passu charge to be shared with other term lenders and debenture holders on all rights, title, interest and
benefits of the borrower pertaining to all existing and future fixed assets and immovable properties. Loan shall be
repaid in 20 equal quarterly installments starting from the quarter following the expiry of moratorium period of 12
month from the date of first disbursement. The interest is payable on monthly basis at the applicable rates.
The subsidiary company has taken term loan of H 1890 crores for its Risda & Panagarh Unit under consortium banking
arrangement lead by Bank of Baroda, carrying interest rate in the range of 7.70% to 9.45%, which is secured by
first pari passu charge on moveable and immovable fixed assets (present and future) of Risda and Panagarh Cement
Plants and second pari passu charge on current assets of Cement Plants of the subsidiary company situated at Risda,
Paragraph, Jajpur and Bhabua with other term lenders. Loan shall be repaid in 36 unequal quarterly installments
starting from March’2018 quarter. The interest is payable on monthly basis at the applicable rates. The subsidiary
company has availed Covid-19 Moratorium benefit for two quarters i.e. March’2020 and June’2020 Quarters.
The Subsidiary company has taken term loan of H 440 crores for its Jajpur Unit under consortium banking arrangement
lead by Indian Bank (e-Allahabad Bank), carrying interest rate in the range of 8.60% to 9.20% p.a, which is secured
by first pari passu charge on moveable and immovable fixed assets (present and future) of Jajpur Cement Plant and
second pari passu charge on current assets of Cement Plants of the Subsidiary company situated at Risda, Panagarh,
Jajpur and Bhabua with other term lenders. Loan shall be repaid in 40 unequal quarterly installments commencing
from December’2021 quarter. The interest is payable on monthly basis at the applicable rates.
The subsidiary company has taken term loan of H 190 crores for its Bhabua Unit under sole banking arrangement
from Punjab National Bank, carrying interest rate of 9.15% p.a. which is secured by exclusive charge on moveable and
immovable fixed assets (present and future) of Bhabua Cement Plant and second pari passu charge on current assets
of Cement Plants of the Company situated at Risda, Panagarh, Jajpur and Bhabua. Loan shall be repaid in 40 equal
quarterly installments starting from September’2020 quarter and December 2022 Quarter respectively. The interest
is payable on monthly basis at the applicable rates.”
Acceptances for fixed assets H 7.04 crores carrying interest rate around 8.75 % having first pari passu charge on
the entire fixed assets (movable & immovable), present and future of the Cement and Power Plant situated at Risda
(Chhattisgarh), Panagarh (West Bengal) & Jajpur (Odisha) of the subsidiary company. Acceptances are convertible into
rupee loan on the due date and have the same repayment schedule as of the respective term loan.
f. During the year the Company has issued a H500 crores of compulsorily convertible debentures (Refer note 59)
As at As at
Particulars
31 March 2021 31 March 2020
231
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
As at As at
Particulars
31 March 2021 31 March 2020
21. Provisions
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
232
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
24. Borrowings
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
This information on Micro and Small Enterprises has been determined to the extent such parties have been identified on
the basis of information available with the Company and the same has been relied upon by the auditors.
As at As at
Particulars
31 March 2021 31 March 2020
As at As at
Particulars
31 March 2021 31 March 2020
233
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
28. Provisions
As at As at
Particulars
31 March 2021 31 March 2020
Sale of products
Manufactured goods 7,269.29 6,682.98
Traded goods 38.11 26.43
234
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Cement 23.62 -
Construction chemicals and Others 23.99 17.56
47.61 17.56
235
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Interest on :
Non convertible debentures 286.10 281.13
Term loans 292.24 84.93
Inter corporate deposits 12.44 32.33
Compulsory convertible debentures 0.00 -
Security deposits from dealers, transporters and others 27.66 26.80
Others 72.08 24.75
690.52 449.94
Less: Borrowing cost capitalised (26.48) (30.73)
664.04 419.21
236
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Weighted average number of equity shares for Basic EPS 31,81,89,602 24,23,61,787
Weighted average number of equity shares for Diluted EPS 31,81,89,602 24,23,61,787
Basic earnings per share (in H) (0.82) 10.28
Diluted earning per share (in H) (0.82) 10.28
Face value per equity Share (in H) 10.00 10.00
237
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Effective tax rate for the year March 31, 2021 is higher on account of one-time deferred tax expenses amounting to
H 54.19 Cr as explained above. Excluding the impact of one time deferred tax expense, effective tax rate would have
been 22.61%.
*On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted
Section 115BAA in the Income Tax Act, 1961 which provides domestic companies a non-reversible option to pay
corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. Opting for the new tax rates
depends upon evaluating and comparing factors like savings on account of the lower tax rates in the new tax regime
v/s benefits that Group may have to forego with respect to Minimum Alternative Taxes, unabsorbed depreciation in
subsidiary company and other exemptions and deductions available under the old tax regime. The Group continues
to evaluate the above factors to assess when it is most likely to move into the new tax regime. Currently considering
the amount Minimum Alternative Taxes, carry forward losses at subsidiary company and other exemptions and
deductions available under the old regime and the uncertainties on account of Covid 19, the Group on a conservative
basis has applied the existing tax rate for measurement of deferred tax with respect to temporary differences which
will reverse in all future periods and have not made any adjustment on account of any remeasurement of deferred tax
due to opting of lower tax rate in a future period.
238
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
2019-20 2020-21
As at Recognised As at 31 Adjustment Recognised
Recognised Recognised As at 31
Particulars 1 April in statement Recognised March on account in statement Recognised
in other in other March 2021
2019 of profit and in OCI 2020 of Business of profit and in OCI
equity equity
loss combination loss
Net deferred tax 1,393.04 50.69 (1.64) (0.25) 1,441.84 434.10 15.98 1.65 (12.62) 1,880.95
liability (a-b)
41. Disclosures required by Indian Accounting Standard (Ind AS) 116 - Leases
The following table summarizes the movement of lease liabilities during the year:
239
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The following table provides additional disclosures related to right-of-use assets and lease liabilities:
240
Notes to Consolidated Financial Statements
(All amounts are in H crore, unless otherwise stated)
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
Finance Cost 0.88 10.52 - 0.10 - 11.50 2.57 29.80 - 0.10 - 32.47
CORPORATE OVERVIEW
Private Limited
241
242
Notes to Consolidated Financial Statements
(All amounts are in H crore, unless otherwise stated)
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
As at and for the year ended 31st March 2021 As at and for the year ended 31st March 2020
Entities Entities
Entities Entities
over which over which
over which KMP and Joint over which KMP and Joint
Particulars Holding Promoters Holding Promoters
Promoters relatives Venture Total Promoters relatives Venture Total
Company has Company has
exercise of KMP Company exercise of KMP Company
significant significant
control control
influence influence
Net Outstanding amount - 0.94 0.08 (2.09) - (1.07) - 66.58 - (7.24) - 59.33
Receivable/(Payable)
Nirma Limited - 0.65 - - - 0.65 - 66.34 - - - 66.34
Constera Realty Pvt. Ltd. - 0.29 - - - 0.29 - 0.24 - - - 0.24
Mr. Hiren Patel - - - (1.85) - (1.85) - - - (7.10) - (7.10)
CORPORATE OVERVIEW
243
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Professional services availed from relative of Key Management Personnel 0.18 0.18
The Group contributes to the following post-employment defined benefit plans in India.
The Group makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined
contribution retirement benefit plan for qualifying employees. Under the plan, the Group is required to contribute a
specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The Group recognised H 16.53 crores ((31 March 2020 : 14.73 crores) for superannuation contribution in the statement
of Profit and Loss. The Group recognised H 15.85 crores ((31 March 2020: H11.80 crores) for provident fund contributions
in the Statement of Profit and Loss.
The contributions payable to these plans by the Group are at rates specified in the rules of the schemes.
(ii)
Defined Benefit Plan:
A. The Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by HDFC Life,
a funded defined benefit plan for qualifying employees. The scheme provides for payment as under:
As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.
As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were
carried out as at March 31, 2021. The present value of the defined benefit obligations and the related current service cost
and past service cost, were measured using the Projected Unit Credit Method.
244
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and
the amounts recognised in the Group’s financial statement as at balance sheet date:
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit
liability/(asset) and its components.
Represented by
Net defined benefit asset (b-a) - - - -
Net defined benefit liability (a-b) 9.24 6.84 3.84 3.87
245
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
C. Plan assets
Plan assets comprises the following :
The estimate of future salary increase, considered in actuarial valuation takes into consideration inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
E. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
Discount rate (1% movement) (11.36) 13.30 (0.14) 0.14 (3.72) 4.14 (0.15) 0.16
Future salary growth (1% 12.61 (10.90) 0.05 (0.04) 3.56 (3.35) 0.05 (0.05)
movement)
Employee turnover rate (1% (0.25) 0.27 (0.05) 0.06 (0.14) 0.14 (0.06) 0.06
movement)
Mortality pre-retirement - - 0.15 (0.14) - - 0.17 (0.16)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
246
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
G. Other information
Expected employer contribution for the next annual reporting period 9.24 6.84
Weighted average duration of defined benefit obligation 4 - 10 years 6 years
44. Revenue
The Group is primarily in the Business of manufacture and sale of cement and cement related products. All sales are
made at a point in time and revenue recognised upon satisfaction of the performance obligations which is typically upon
dispatch/delivery. The Group has a credit evaluation policy based on which the credit limits for the trade receivables are
established. The amounts receivable from customers become due after expiry of credit period. There is no significant
financing component in any transaction with the customers. The Group does not provide performance warranty for
products, therefore there is no liability towards performance warranty.
In compliance with Ind AS 115, certain sales promotion schemes treated as variable components of consideration and
have been recognised as revenue deductions instead of other expenses.
The Contract liability outstanding at the beginning of the year has been recognised as revenue during the year ended
March 31, 2021
Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
247
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the
carrying amount is a reasonable approximation of fair value.
Financial assets
Investment 384.17 - 0.05 384.22 384.17 - - 384.17
Trade receivables - - 453.90 453.90 - - - -
Cash and cash equivalents - - 493.10 493.10 - - - -
Bank balances other than - - 34.65 34.65 - - - -
Cash and cash equivalents
Loans - - 4.16 4.16 - - - -
Others - - 997.62 997.62 - - - -
384.17 - 1,983.48 2,367.65 384.17 - - 384.17
Financial liabilities
Borrowings - - 7,642.01 7,642.01 - 7,641.98 - 7,641.98
Trade payables - - 907.57 907.57 - - - -
Lease Liability - - 149.65 149.65 - - - -
Others - - 914.97 914.97 - - - -
- - 9,614.20 9,614.20 - 7,641.98 - 7,641.98
Financial assets
Investment - - 0.05 0.05 - - - -
Trade receivables - - 506.30 506.30 - - - -
Cash and cash equivalents - - 253.86 253.86 - - - -
Bank balances other than - - 257.00 257.00 - - - -
Cash and cash equivalents
Loans - - 2.43 2.43 - - - -
Others - - 844.90 844.90 - - - -
- - 1,864.54 1,864.54 - - - -
Financial liabilities
Borrowings - - 4,463.27 4,463.27 - 4,463.27 - 4,463.27
Trade payables - - 785.96 785.96 - - - -
Lease Liability - - 49.52 49.52 - -
Others - - 698.73 698.73 - - - -
- - 5,997.48 5,997.48 - 4,463.27 - 4,463.27
248
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Group has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk, and
• Market risk
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
The Group’s primary risk management focus is to minimize potential adverse effects of market risk on its financial
performance. The Group’s risk management assessment and policies and processes are established to identify
and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor such risks
and compliance with same. Risk assessment and management policies and processes are reviewed regularly to
reflect changes in market conditions and the Group’s activities. The Board of Directors and the Audit Committee is
responsible for overseeing the Group’s risk assessment and management policies and processes.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s receivables from customers. Credit risk is
managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of
customers to which the Group grants credit terms in the normal course of business.
The Group has disclosed the cases where legal case has been filed against the customer and Group believes that the
likelihood of the court proceedings will take longer time. Group has shown these cases net of provisions.
Trade receivables
The Group’s exposure to credit risk is determined by the individual characteristics and specifications of each customer.
The profile of the customer, including the market risk of the industry has an influence on credit risk assessment.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit
worthiness of customers to which the Group grants credit terms in the normal course of business.
Summary of the Group's exposure to credit risk by age of the outstanding from various customers is as follows:
249
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Exposures to customers outstanding at the end of each reporting period are reviewed by the Group to determine
credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given
that the macro economic indicators affecting customers of the Group have not undergone any substantial change,
the Group expects the historical trend of minimal credit losses to continue. Further, management believes that the
unimpaired amounts that are past due are still collectable in full, based on historical payment behaviour and extensive
analysis of customer credit risk. The allowance at 31 March 2021 related to several customers that may default on
their payments to the Group and may not pay their outstanding balances, mainly due to economic circumstances.
The movement in the allowance for impairment in respect of trade receivables during the year was as follow :
The Group held cash and cash equivalents with credit worthy banks and financial institutions. The credit worthiness
of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be
good.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group
manages its liquidity risk by ensuring, that it always have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring unacceptable losses or risk to the Group’s reputation.
The Group has obtained both fund based and non-fund based working capital loans from various banks. The Group
also constantly monitors, as and when required, funding options available in the debt and capital markets with a view
to maintain financial liquidity. The Group also enjoys A1+ ratings from CRISIL on short term facilities from banks
indicating very strong degree of safety regarding timely payment of financial obligations and carries lowest credit
risk.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual
maturities for all non derivative financial liabilities
250
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
iv.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive
instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-
sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. The
Group is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
a. Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit before tax account and
equity, where any transaction references more than one currency or where assets/liabilities are denominated in a
currency other than the functional currency of the entity.
Considering economic environment in which the Group operates, its operations are subject to risks arising from
fluctuation in exchange rates in those countries. The risks primarily relate to fluctuations in the foreign exchange rates
of USD & EURO, on account of payables to foreign suppliers, for import of petcoke, gypsum and spares.
The Group, as per its risk management policy, uses foreign exchange forward contracts to hedge foreign exchange
exposure. The Group does not use derivative financial instruments for trading or speculative purposes.
Exposure to currency risk
The summary quantitative data about the Group's exposure to currency risk as reported to the management of the
Group is as follows:
Sensitivity analysis
A 10% strengthening / weakening of the respective foreign currencies with respect to functional currency of Group
would result in increase or decrease in profit before tax and equity as shown in table below. This analysis assumes
that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and
purchases. The following analysis has been worked out based on the exposures as of the date of statements of
financial position.
251
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Effect in J Crores
Effect in K Crores
b.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s exposure to market risk for changes in interest rates relates to fixed
deposits and borrowings from financial institutions. For details of the Group’s short-term and long term loans and
borrowings, including interest rate profiles, Refer to Note 19 and 23 of these financial statements.
Sensitivity analysis
Interest rate sensitivity for floating rate borrowings (impact of increase in 100 bps)
Interest rate sensitivity for floating rate borrowings (impact of decrease in 100 bps)
The Group engages the services of CFA agents for selling the cement. As per the terms of the agreement, Group has a
right to offset balances with CFA against debtors balances if debtor has not paid for a period of 90 days. Hence such
amounts have been offset in the balance sheet. The amount of CFA assignment, as on reporting date, is not material.
252
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Group’s policy is to maintain a strong capital base so as to maintain investors, creditors and to sustain future
development of the business. The Group carefully monitors cash and bank balances, deployment of surplus funds and
regularly assesses any debt requirements.
As at As at
Particulars
31 March 2021 31 March 2020
For management purposes, the Group is organised into business units based on its products and has two reportable
segments, as follows:
Others - All the segments other than segments identified above are collectively included in this segment.
The Chief Operating Decision Maker (“CODM”) evaluates the Group’s performance and allocates resources based on an
analysis of various performance indicators by operating segments.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial
statements.
Transfer prices between operating segments are on arm’s length basis in a manner similar to transaction with third
parties.
253
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Reportable segments
Others Total
Cement RMX
Particulars
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2021 2020 2021 2020 2021 2020 2021 2020
Revenue
External sales 7,108.38 5,685.14 380.45 1,105.11 - 2.99 7,488.83 6,793.24
Inter segment sales 24.18 103.87 - - 0.51 24.18 104.38
Total 7,132.56 5,789.01 380.45 1,105.11 - 3.50 7,513.01 6,897.62
Less : Eliminations (24.18) (103.87) - - - (0.51) (24.18) (104.38)
Net Revenue 7,108.38 5,685.14 380.45 1,105.11 - 2.99 7,488.83 6,793.24
Segment Results 739.30 792.86 (67.00) (16.81) (5.60) (6.79) 666.70 769.26
OTHER INFORMATION
Segment assets 18,939.95 12,300.83 754.28 960.30 14.71 18.58 19,708.94 13,279.71
Un-allocated assets - - - - - 198.59 164.57
Total Assets 18,939.95 12,300.83 754.28 960.30 14.71 18.58 19,907.53 13,444.28
Segment liabilities 2,850.90 1,755.40 205.01 369.37 4.97 135.17 3,060.88 2,259.94
Un-allocated liabilities - - - - - 9,522.97 5,905.10
Total Liabilities 2,850.90 1,755.40 205.01 369.37 4.97 135.17 12,583.85 8,165.04
Capital Expenditure
Tangible assets 579.58 629.30 0.13 2.52 - - 579.71 631.82
Intangible assets 43.15 3.67 - - - - 43.15 3.67
Depreciation / Amortization 764.05 495.59 26.19 27.86 3.55 4.43 793.79 527.88
Other non cash expense/ (19.73) 0.25 (0.74) 9.95 - (0.80) (20.47) 9.40
(income)
C.
Geographic information
All assets of the Company are domiciled in India. The Company does not have any single customer contributing more than
10 % of revenue. The Company does not have any revenue from exports.
254
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
ii. The State of Chhattisgarh has filed a Revision Application challenging the Amount not Amount not
adjudication order of the District Registrar and Collector of Stamps; Janjgir determinable determinable
-Champa for alleged under-valuation of the properties, which the company
acquired from Raymond Ltd. Against this, Raymond Ltd. has filed a Special
Leave Petition before the Hon’ble Supreme Court, which has stayed the
proceedings before the Board of Revenue.
iii. The Collector of Stamps, Raipur has commenced enquiry proceedings Amount not Amount not
under Section 47 (A)(3) of the Indian Stamp Act, 1899 questioning the determinable determinable
amount of stamp duty paid by The Tata Iron and Steel Company Limited
(TISCO) on transfer of the immovable properties at Sonadih from TISCO
to the company. The company has filed a Writ Petition in the Hon’ble High
Court of Bilaspur, Chhattisgarh challenging the enquiry commenced by the
Collector of Stamps. The matter is pending before the High Court.
The Company’s liability, if at all arises, in both the above cases, is Amount not Amount not
restricted to 50% by virtue of business transfer agreement between determinable determinable
Lafarge and Raymond Ltd/TISCO.
255
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
v. The subsidiary Company had availed stamp duty exemption as available under the Chhattisgarh Industrial Policy,
2009-2014, subject to commencing of operations of the plant within a period of 5 years which could not be completed
due to delay in land possession by the concerned State Authority, against which the office of the collector of stamps,
Baloda Bazar, Chhattisgarh has issued a demand notice on account of stamp duty (including interest and penalty)
for H 0.44 crores. Since the delay was not due to any reasons attributable to the subsidiary company, the matter was
appealed before the Hon’ble High Court of Chhattisgarh, which in turn has redirected the case to Board of Revenue,
Bilaspur. The Board of Revenue dismissed the revision filed by the subsidiary company and upheld the order passed
by the Collector of Stamps, Baloda Bazar, Chhattisgarh. The subsidiary company has appealed before Hon’ble High
Court of Chhattisgarh against order of the Board of revenue. The Hon’ble High Court of Chhattisgarh stayed the
recovery order passed by collector of stamp till final decision on the writ petition.
vi. The stamps department of Rajasthan has demanded differential stamp duty of H 454.11 crs (plus penalty and interest)
in respect of the two mining lease agreements executed by the subsidiary company, which has been calculated
considering the estimated value of resources (limestone) contained in the two pieces of land covered under the
mining leases. Since appropriate stamp duty as directed by the Asst. Mining Engineer, Deh, has already been paid
by the subsidiary company, this demand has been challenged by the subsidiary company by way of a writ petition in
the Rajasthan High Court at Jodhpur. After examination of all statutory provisions and facts pertaining to this matter,
the subsidiary company is of the view that the demand is not sustainable and expects a favorable judgment from the
Rajasthan high court.
vii.
As at As at
Particulars
31 March 2021 31 March 2020
256
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
As at As at
Particulars
31 March 2021 31 March 2020
Estimate amount of contracts remaining to be executed on capital account and 147.72 482.00
not provided for (net of advances)
51. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
As at As at
Particulars
31 March 2021 31 March 2020
i) The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year (including capex vendors)
ii) The amount of interest paid by the buyer in terms of section 16 of the
MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting year
iii) The amount of interest due and payable for the period of delay in making 4.05 1.06
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under the MSMED Act, 2006.
iv) The amount of interest accrued and remaining unpaid at the end of each 4.71 1.29
accounting year
v) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under section 23 of the MSMED Act 2006.
257
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The National Company Law Tribunal, Mumbai vide its order dated 9 January 2020 sanctioned the Scheme of Arrangement
amongst cement business of Nirma Limited (“Demerged undertaking”), the Company and their respective shareholders
and creditors (“the Scheme”). The certified copy of the NCLT order was filed with Registrar of Companies, Mumbai on 1
February 2020. The Scheme becomes effective from 1 June 2019 i.e (“Appointed Date”).
The Company has accounted the merger as per Appendix C – “Business combinations of entities under common control”
of Ind AS 103 “Business Combinations”.
The excess of assets over liabilities taken over on 1 April 2018 has been credited to Capital Reserve. In consideration of
the above Scheme of Arrangement, the Company has issued 4,23,61,787 fully paid up equity shares of H 10/- each to the
equity shareholders of Nirma Limited in proportion of their holding in Nirma Limited and the same has been adjusted in
Capital Reserve.
On July 14, 2020 (“”Acquisition date””), the Group has acquired 100% stake in NU Vista Limited (formerly “”Emami
Cement Limited””). NU Vista Limited (NVL) is engaged in manufacturing, selling and distribution of Cement.
NVL has a capacity of 3 MMTPA of cement production in the state of Chattisgarh comprising integrated unit
and 5.3 MMTPA of cement production in the state of West Bengal, Odissa and Bihar comprising grinding units.
This acquisition continues to create value for shareholders as the acquisition adds additional ready to use capacity in the
highly growing market in Eastern and Central India.
The acquisition was accounted in the Consolidated financial statements of the Group in accordance with Ind AS 103
Business Combination by applying the acquisition method. All identifiable assets (including intangibles), liabilities and
contingent liabilities of NU Vista Limited were measured and accounted at the fair value as on the date of acquisition. Fair
values have been determined by an independent valuer. The excess of cost of acquisition over the fair value of the assets
acquired and liabilities assumed is recognised as goodwill.
Calculation of Goodwill
Particulars Amount
258
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Particulars Amount
a) Acquired Receivables
Trade receivables with a fair value of 103.54 Crore had gross contractual amounts of 106.10 Crore. The best estimate
of the contractual cash flows not expected to be collected on acquisition date is H 2.56 Crore.
b) Contingent Liabilities
The acquisition related costs including the stamp duty on assets transferred amounting to H 1.06 crores (March 31,
2020: H 2.67 crores ) have been excluded from the consideration paid and recognised as an expense in the current
period under other expenses in the Consolidated Statement of Profit and Loss
Revenue from operations of H 1883.2 Crore (before Intra group elimination) and Loss after tax of H 48.73 Crore of
NVL has been included in the current year's Consolidated Statement of Profit and Loss
Carrying amount at the 33.54 31.86 112.07 106.61 181.82 180.81 28.18 28.17 355.61 347.45
beginning of the year
Business combination 0.05 - 90.88 - 0.53 - - - 91.46 -
Additional provision 35.10 2.93 148.10 80.44 18.83 14.61 0.08 0.97 202.11 98.95
made during the year
Amounts used during (1.57) (1.25) (150.04) (69.20) (4.15) (13.60) (0.38) (0.96) (156.14) (85.01)
the year
Amounts written back (0.43) - (8.29) (5.78) - (17.70) - (26.42) (5.78)
during the year
Carrying amount at the 66.69 33.54 192.72 112.07 197.03 181.82 10.18 28.18 466.62 355.61
end of the year#
#
This includes current and non current portion.
259
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
i.
Site Restoration expense
The Group provides for the expenses to reclaim the quarries used for mining. The total estimate of reclamation
expenses is apportioned over the estimate of mineral reserves and a provision is made based on the minerals extracted
during the year. Mines reclamation expenses are incurred on an ongoing basis and until the closure of the mine. The
actual expenses may vary based on the nature of reclamation and the estimate of reclamation expenditure.
The provision for discounts is on account of various promotion and incentive schemes proposed to be announced to
dealers on products sold by the Group. The provision is based on the historic data/ estimated figures of discounts
passed on. The timing and amount of the cash flows that will arise will be determined as and when these schemes
are formalised and pay-offs approved by management, which is generally 12 to 18 months.
Provision for indirect tax and legal cases includes disputed cases of excise tax, value added tax, sales tax, entry tax
and other disputed legal cases.
Provision for contractors' charges pertains to gratuity amount payable by contractor to its employees which as per the
terms of the contract shall be reimbursed by the Group.
Note - 55
The Group had installed a Fly Ash classifier at its Mejia Cement Plant in earlier years and has a claim of H12.22 Crores (31
March 2020 H12.22 Crores) on Damodar Valley Corporation (DVC) towards their share of the capital expenditure on such Fly
Ash classifier in terms of the agreement, which along with certain operational settlements are currently under discussion with
DVC. Pending resolution on the matters, the Group has not recognized the above claims in its books. Further, the management
is confident that the use of the Fly Ash classifier and operational settlements shall be amicably resolved with the party.
Note - 56
The impact of Covid -19 pandemic was felt across the economy and business segments. The Group has considered the
possible impact of COVID-19 in preparing the financial statement including the recoverable value of its assets and its liquidity
position based on internal and external information up to the date of approval of these financial statement.
Note - 57
As per the limit specified under Section 135 of the Companies Act, 2013, the Group was required to spend H 4.69 crores (31
March 2020 H 3.48 crores) during the year on account of Corporate Social Responsibility (CSR). However, the actual amount
spent during the year amounts to H 9.82 crores [includes H 3.77 crore spent by the subsidiary company] (31 March 2020
H 4.17 crores).
260
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-58
a) The Company is entitled to Industrial Promotional Assistance related to the Mejia Cement Plant (MCP) of 75% of the
VAT and CST paid by it, for a period of 12 years, from the Government of West Bengal under the West Bengal Incentive
Scheme 2004 with effect from 23 April 2008. Accordingly, the Company has accrued such fiscal incentive in its books up
to 31 March 2019 (outstanding claim balance as of balance sheet date is H 427.14 crores). The authorities disputed the
claim of the Company, pursuant to which, the Company filed a writ petition against the Industry, Commerce & Enterprise
Department, Government of West Bengal during the year 2017-18 in the Honourable High Court of Kolkata (High Court).
The High Court passed an order on 27 June 2018 directing Principal Secretary of the State of West Bengal to re-consider
the claim and contention lodged by the Company. The Additional Chief Secretary to the Government of West Bengal had
rejected the Company’s claim for incentive vide order dated 18 March 2019, following which the Company has filed a
writ petition against said Order in the High Court of Kolkata on 25 July 2019. While the Company, based on advice of
legal counsel, is confident of the ultimate recovery of balances accrued till date, the Company on a conservative basis on
account of ongoing litigation as stated above, has discontinued the accrual of such incentive in the books from 1 April
2019.
b) Government of West Bengal under the ""West Bengal State Support for Industries Scheme, 2013"" ('WBSSIS 2013') had
notified certain financial support incentives for setting up new industrial projects in the State in 2013. The subsidiary
company had set up a Cement Grinding Unit in Panagarh, West Bengal and started the commercial production in the
month of November 2017. The subsidiary company applied for the registration of its Panagarh plant under WBSSIS 2013
and has been granted preliminary registration certificate (RC-I) under the said scheme by the Directorate of Industries,
West Bengal on 27th June, 2017. The subsidiary company in accordance with WBSSIS 2013 and as per the conditions
of RC-I, had initiated the process of applying for final registration certificate (RC-II) in 2017. However, due to pending
inspection of the Panagarh plant by the government officials despite repeated requests by the Management, the process
of RC-II application is pending since then.
Further, as per the WBSSIS 2013, one of the major incentive for new industries was in the form of refund of VAT
(‘Value Added Tax’) payment made by them to the extent of 80%. However, since the Panagarh plant commenced
operations in November 2017 i.e. under GST regime, the quantum of incentives depend on the proportion of CGST
and/or SGST allowed by the Commerce and Industries Department by amending the WBSSIS 2013 to give this effect.
Currently, management is accruing the value of incentives to the extent of 80% of SGST paid to the government.
Accordingly, as per their internal assessment carried out and based on the legal opinion obtained by the subsidiary
company from its lawyers, management believes that all the terms and conditions of the said scheme have been complied
with and is accordingly confident of recovery of such incentives accrued till date amounting to H 164.66 crores as at 31st
March, 2021 (including H 44.16 crores accrued during the period ended 31st March, 2021).
261
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-59 (Contd..)
Note - 59
The Company, Niyogi Enterprise Private Limited (‘Holding Company’), and Kotak Special Situations Fund (“Kotak”) entered
into a Debenture Holders and Shareholders Agreement, Debenture Subscription Agreement and a Springing Share Pledge
Agreement (“the agreements”) on July 3, 2020. In terms of the above agreements, Kotak subscribed to 50,000,000 Compulsory
and Mandatorily Convertible Debentures (CCDs) of the Company of H 100 each. CCDs carry 0.001% interest per annum which
is to be paid annually on the anniversary of the date of issue until maturity. CCDs do not carry any voting rights.
CCDs will be automatically converted into equity shares of the Company on maturity or earlier on occurrence of certain events
specified in the agreements. The number of equity shares to be issued on conversion of CCDs is based on the conversion price
calculated as per the formula given in the debenture subscription agreement. The conversion price is dependent upon number
of parameters including Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA), Entry multiple, Enterprise
Value, maximum and minimum conversion price, anti-dilution adjustments etc. In addition to the above, the Company has
an option of early conversion at any time during the tenure of the CCDs. In case of exercise of early conversion option, the
Company will have to deliver shares at a floor valuation (i.e. maximum number of shares).
The Company has performed assessment of the CCD instrument to determine whether these should be accounted for entirely
as debt or equity or split into an equity component and a debt component. The assessment identified Company’s right to early
conversion of the CCDs as an important criterion in this regard and the economic substance of this right was examined. The
Company has a control and ability to settle for a fixed number of shares under the terms of the agreements. The Company
determined that the terms of the agreement are substantive as there are legitimate corporate objectives (which, amongst
various considerations, could include maintaining capital structure, credit ratings, complying with covenants, etc,) that could
cause the Company to seek early conversion of the CCDs, especially when the financial results and position of the Company
could be impacted by Covid. On the basis of this assessment, the mandatory convertible debenture are accounted for as a
compound financial instrument.
Accordingly, Net proceeds of H 497.23 crores, consisting of gross proceeds of H 500 crores less transaction costs of H
2.77 crores directly related to the issuance, were received from the issuance of the CCDs. The amount determined for the
liability component at issuance was H 0.03 crores which was calculated as the present value of the coupon payments due,
less allocated transaction costs that are accounted for as a debt component. The remaining net proceeds of H 497.20 crores
(including allocated transaction costs of H 2.77 crores) was recognized as equity.
Note - 60
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. 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.
262
Notes to Consolidated Financial Statements
(All amounts are in H crore, unless otherwise stated)
61. Additonal information as required by Paragraph 2 of the general instructions for the preparation of Consolidated Financial Statements
to Schedule III to the Companies Act, 2013.
Net Assets, i.e. total Net Assets, i.e. total Share of Other
Share of Other
assets minus total Share of Profit/(Loss) assets minus total Share of Profit/(Loss) comprehensive
comprehensive Income
liabilities liabilities Income
Particulars
As a % of As at As a % of As a % of As a % of As at As a % of 31 As a % of 31
31 Mar 31 Mar
consolidated 31 Mar consolidated consolidated consolidated 31 March consolidated March consolidated March
2021 2021
net assets 2021 Profit/(Loss) Profit/(Loss) net assets 2020 Profit/(Loss) 2020 Profit/(Loss) 2020
Parent
Nuvoco Vistas 101% 7,372.34 -88% 22.78 98% 2.86 100% 5,279.24 100% 249.25 100% (3.03)
Corporation Limited
Subsidiaries
NU Vista Limited 6% 447.31 8% (2.04) 2% 0.07 0% - 0% - 0% -
Non-controlling 0% - 0% - 0% - 0% - 0% - 0% -
interest in subsidiary
Joint Ventures
(Refer note below)
CORPORATE OVERVIEW
Total 100% 7,323.68 100% (25.95) 100% 2.93 100% 5,279.24 100% 249.25 100% (3.03)
STATUTORY REPORTS
Note: The above figures are before eliminating intra group transactions. The loss of Joint venture not recognised for in books is H 0.08 crores (Previous year
H0.07 crores). The group’s interest in joint venture has been reduced to zero and the group does not have any legal or constructive obligations or made
payments on behalf of joint venture.
FINANCIAL STATEMENTS
263
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The joint venture agreement in relation to Wardha Vaalley India Private Limited require unanimous consent from all parties
for all relevant activities, hence there is a joint control. Further the parties having joint control have the rights to the net
assets of the joint arrangement. Hence it has been classified as joint venture.
Note - 62
The figures of the previous year have been regrouped wherever necessary to conform to current year's classification.
The accompanying notes are an integral part of these Consolidated financial statements
As per our report of even date attached For and on behalf of the Board of Directors of Nuvoco Vistas Corporation Limited
264
NOTICE
NOTICE
NOTICE is hereby given that the Twenty Second Annual Nomination and Remuneration Committee and the
General Meeting of the Members of Nuvoco Vistas Board of Directors of the Company, the approval of the
Corporation Limited will be held on Monday, July 5, 2021 Members be and is hereby accorded for the waiver of
at 4:30 p.m. through Video Conferencing (“VC”) or Other excess managerial remuneration amounting Rs.21 lakhs
Audio Visual Means (“OAVM”), to transact the following paid to Mr. Jayakumar Krishnaswamy, Managing Director
business: [Director Identification Number (DIN): 02099219] of
the Company in the Financial Year 2020-21, which is in
excess of maximum remuneration permissible under
ORDINARY BUSINESS:
the Act i.e. 5% of the net profit of the Company for the
1. To receive, consider and adopt: Financial Year 2020-21 computed as per Section 198 of
the Act.”
a. the Audited Standalone Financial Statements of
the Company for the Financial Year ended March “RESOLVED FURTHER THAT for the purpose of giving
31, 2021 together with the Reports of the Board of effect to this resolution, the Directors, Chief Financial
Directors and Auditors thereon; and Officer and Company Secretary of the Company be
and are hereby severally authorized to finalize, settle
b. the Audited Consolidated Financial Statements of and execute such document(s)/deed(s)/writing(s)/
the Company for the Financial Year ended March 31, paper(s)/ agreement(s) as may be required, to settle any
2021 together with the Report of Auditors thereon. question, difficulty or doubt that may arise in respect of
the aforesaid payment of remuneration, and generally
2. To appoint a Director in place of Mr. Kaushikbhai Patel
to do all acts, deeds, matters and things that may be
(DIN: 00145086), who retires by rotation and being
deemed necessary, proper, expedient or incidental, in
eligible, offers himself for re-appointment.
their absolute discretion for the purpose of giving effect
to this resolution.”
SPECIAL BUSINESS:
By order of the Board of Directors
3. Approval for waiver of excess managerial remuneration
paid to Mr. Jayakumar Krishnaswamy, Managing
Director of the Company in the Financial Year 2020-21
Place: Mumbai Shruta Sanghavi
To consider and if thought fit, to pass, with or without Date: May 21, 2021 SVP and Company Secretary
modification(s), the following Resolution as a Special
Registered office:
Resolution:
Equinox Business Park, Tower 3, East Wing,
“RESOLVED THAT pursuant to Section 197(9) and 4th Floor, Bandra - Kurla Complex, LBS Marg,
(10) of the Companies Act, 2013 (the “Act”) read with Kurla (West), Mumbai – 400 070
Schedule V to the Act, other applicable provisions, if any, E-mail Id: investor.relations@nuvoco.com
of the Act and the Rules framed thereunder (including Website: www.nuvoco.com
any statutory amendment(s), modification(s) or re- Phone No: +91 22 6630 6511
enactment(s) thereof) and on the recommendation of CIN: U26940MH1999PLC118229
265
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
NOTES:
1. The relative Explanatory Statement pursuant to Section 10. Members are requested to write on secretarial.desk@
102 of the Companies Act, 2013 as amended from time nuvoco.com for inspection of all related documents
to time (the “Act”), in respect of the Special Business referred to in the accompanying Notice up to and
to be transacted at the 22nd Annual General Meeting including the date of the 22nd AGM of the Company.
(“AGM”) is annexed hereto.
11. The Register of Directors and Key Managerial Personnel
2. Considering the present COVID-19 pandemic, the Ministry and their shareholding maintained under Section 170
of Corporate Affairs (“MCA”) has vide its circular dated of the Act, the Register of Contracts or Arrangements
May 5, 2020 read together with circulars dated April 8, in which the Directors are interested, maintained under
2020, April 13, 2020 and January 13, 2021 (collectively Section 189 of the Act, and the relevant documents
referred to as “MCA Circulars”) permitted convening the referred to in the Notice will be available electronically
AGM through Video Conferencing (“VC”) or Other Audio for inspection by the Members during the 22nd AGM.
Visual Means (“OAVM”), without the physical presence
of the Members at a common venue. In accordance with 12. The Notice of the 22nd AGM along with the Annual Report
the MCA Circulars and the provisions of the Act, the 22nd is being sent to all the Members through permitted
AGM of the Company is being held through VC/OAVM modes.
Facility. The deemed venue for the 22nd AGM shall be the
13. Members will be able to attend the 22nd AGM through
Registered Office of the Company.
VC/OAVM Facility by clicking on the below link:
3. In terms of the MCA Circulars, since the physical https://call.lifesizecloud.com/9629117.
attendance of Members has been dispensed with,
14. Facility to join the 22nd AGM through VC/OAVM Facility
there is no requirement of appointment of proxies.
shall open 15 minutes before the time scheduled for the
Accordingly, the facility of appointment of proxies
22nd AGM. Further, an opportunity will be provided by
by Members under Section 105 of the Act will not be
the Chairman to the Members attending the 22nd AGM
available for the 22nd AGM and hence the Proxy Form
through VC/OAVM Facility whereby they may ask their
and Attendance Slip are not annexed hereto. However,
questions.
in pursuance of Section 113 of the Act, representative
of the Body Corporate Member can be appointed for 15. Members who need assistance before or during the 22nd
the purpose of participation and voting in the 22nd AGM AGM, can contact Ms. Shruta Sanghavi, the Company
through VC/OAVM Facility. Secretary through e-mail at secretarial.desk@nuvoco.com .
4. In case if the Member is a Body Corporate, it is requested EXPLANATORY STATEMENT IN RESPECT OF THE
to send to the Company, a certified copy of the board or SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE
governing body resolution/authorization, authorizing its COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2
representative(s) to attend and vote on its behalf at the ON GENERAL MEETINGS
22nd AGM through VC/OAVM Facility.
Pursuant to the provisions of Section 102 of the Companies
5. In line with the MCA Circulars, the Notice of the 22nd Act, 2013 (the “Act”) and Secretarial Standard-2 on General
AGM will be available on the website of the Company at Meetings (“SS-2”), the following Explanatory Statement
www.nuvoco.com. sets out all material facts relating to the Special Business
mentioned at Item No. 3 in the Notice dated May 21, 2021
6. Since the 22nd AGM will be held through VC/OAVM
and forms part of the Notice.
Facility, the Route Map is not annexed in this Notice.
Item No. 3
7. Attendance of the Members participating in the 22nd AGM
through VC/OAVM Facility shall be counted for the purpose Pursuant to the provisions of the Act, Mr. Jayakumar
of reckoning the quorum under Section 103 of the Act. Krishnaswamy [Director Identification Number (DIN):
02099219] was appointed as the Managing Director of the
8. In case of joint holders attending the Meeting, only such
Company for a term not exceeding 5 (five) years with effect
joint holder who is higher in the order of names will be
from September 17, 2018.
entitled to vote at the 22nd AGM.
For the Financial Year 2020-21, Mr. Jayakumar Krishnaswamy,
9. The relevant details of the Director retiring by rotation/
Managing Director [DIN: 02099219] of the Company, was
seeking re-appointment as per the Item No. 2 of this
entitled to receive the remuneration of upto 5% of the
Notice as required under Secretarial Standard-2 on
net profit of the Company for the Financial Year 2020-21
General Meetings (“SS-2”) are given in annexure forming
computed as per Section 198 of the Act i.e. maximum
part of this Notice.
266
NOTICE
267
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
4. Job profile and his suitability: Besides the remuneration paid to Mr. Jayakumar
Krishnaswamy, he does not have any other pecuniary
Mr. Jayakumar Krishnaswamy is responsible for relationship with the Company or relationships with
the Cement, RMX and Modern Building Materials any other managerial personnel and Directors.
divisions of the Company.
III OTHER INFORMATION:
Mr. Jayakumar Krishnaswamy is a visionary and
leverages his in-depth understanding of the business 1 Reasons of loss The business, financial condition and
to enhance the growth of the Company. or inadequate results of operations of the Company
profits: for the Financial Year 2020-21
Mr. Jayakumar Krishnaswamy heads a strong team 2 Steps taken or have been adversely affected by the
of managers and is at the helm of affairs, guiding proposed to COVID-19 pandemic, materially.
the Company to its present status in the industry. be taken for COVID-19 pandemic has substantially
improvement: impacted the construction industry
With a vision and keen understanding of the cement
3 Expected globally and particularly in India, the
industry trends, he has helped the Company set
increase in continued slowdown in the Indian
high performance standards.
productivity construction industry has severely
His implicit sense of business has enabled and profits in impacted the Company’s results of
the Company to carve a niche for itself in the measurable operations and profitability for the
cement industry. With a strong business strategy, terms: Financial Year 2020-21.
Mr. Jayakumar Krishnaswamy has ensured that the The managerial remuneration paid
Company has been consistently growing and he is by the Company to Mr. Jayakumar
highly committed to enhancing stakeholders’ value. Krishnaswamy, Managing Director
in the Financial Year 2020-21 has
5. Remuneration: exceeded 5% of the net profit of
the Company for the Financial Year
The approval of the Members is being sought for 2020-21 computed as per Section
waiver of excess managerial remuneration paid to 198 of the Act.
Mr. Jayakumar Krishnaswamy as follows: If the business, financial condition
and results of operations of the
(H in crores)
Company for the Financial Year
Particulars FY 2020-21 2020-21 were not adversely
affected by the COVID-19 pandemic
Ceiling on managerial remuneration 5.00
materially, the Company would
as per the Act i.e. 5% of the net profit
have been well within its limit in
of the Company for the Financial Year
respect of remuneration paid to
2020-21 computed as per Section
Mr. Jayakumar Krishnaswamy,
198 of the Act.
Managing Director of the Company
Amount actually paid as remuneration 5.21 in the Financial Year 2020-21.
Excess remuneration 0.21
By order of the Board of Directors
6. Comparative remuneration profile with respect
to industry, size of the Company, profile of the
position and person (in case of expatriates the
relevant details would be with respect to the Place: Mumbai Shruta Sanghavi
country of his origin): Date: May 21, 2021 SVP and Company Secretary
268
NOTICE
Annexure to Notice
DETAILS OF DIRECTOR RETIRING BY ROTATION/SEEKING RE-APPOINTMENT AT THE 22nd ANNUAL GENERAL MEETING
UNDER SECRETARIAL STANDARD - 2 ON GENERAL MEETINGS ARE AS UNDER:
Registered office:
Equinox Business Park, Tower 3, East Wing,
4th Floor, Bandra - Kurla Complex, LBS Marg,
Kurla (West), Mumbai – 400 070
E-mail Id: investor.relations@nuvoco.com
Website: www.nuvoco.com
Phone No: +91 22 6630 6511
CIN: U26940MH1999PLC118229
269
OUR SUBSIDIARY
- NU VISTA LTD.
STATUTORY
REPORTS
Corporate Information 271
Corporate Information
Mr. Jayakumar Krishnaswamy M/s. V.K. Jain & Co. Equinox Business Park, Tower - 3, East
Managing Director Wing, 4th Floor, LBS Marg, Kurla (West),
Mumbai – 400 070
Mr. Manan Shah Internal Auditors
Tel: 022 - 6769 2500
Non-Executive Director Website: www.nuvoco.com
M/s. Singhi & Co.
E-mail: customer.care@doublebullcem
Ms. Shruta Sanghavi
ent.com
Non-Executive Director Secretarial Auditors
CIN: U26940MH2007PLC353160
Mr. Vivek Chawla M/s. MKB & Associates
Non-Executive Director Registrar and Share Transfer
Bankers Agent
Mr. Berjis Desai
Independent Director KFin Technologies Private Limited
Bank of Baroda
(w.e.f April 14, 2021) Selenium Tower B, Plot 31 & 32,
Central Bank of India
Financial District, Nanakramguda,
Union Bank of India
Chief Financial Officer Serilingampally Mandal, Hyderabad -
Indian Bank 500 032, Telangana.
Mr. Rajiv Ranjan Thakur Tel: 1-800-309-4001
Axis Bank Ltd.
Website: www.kfintech.com
Punjab National Bank
Company Secretary E-mail: einward.ris@kfintech.com
The South Indian Bank Ltd. CIN: U72400TG2017PTC117649
Ms. Nupur Burman RBL Bank Ltd.
IDFC First Bank Ltd. 14th Annual General Meeting
Statutory Auditors SBM Bank (India) Ltd.
Monday, July 5, 2021 at 03.30 p.m.
ICICI Bank Ltd.
M/s. MSKA & Associates Through Video Conferencing (“VC”) or
Other Audio Visual Means (“OAVM”)
Forward-looking Statement
In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and
take investment decisions. This report and other statements - written and oral - that we periodically make contain forward-
looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried,
wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’,
‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.
We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our
assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known
or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary
materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to
publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
271
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Board’s Report
To, the spread of COVID-19, including lockdowns, quarantines,
The Members of shelter-in-place orders, school closings, travel restrictions, and
NU Vista Limited closure of non-essential businesses. The negative effects of
(formerly Emami Cement Limited) the pandemic on, among other things, supply chains, global
trade, mobility of persons, business continuity and demand
The Directors present their Fourteenth Annual Report along for goods and services have been sizable. In order to contain
with the Audited Financial Statements for the financial year the spread of COVID-19, lockdowns were announced which
ended March 31, 2021. were subject to successive extensions. Economy has been
sequentially improving post Q2 FY 2020-21. The Company
FINANCIAL HIGHLIGHTS resumed operations in a phased manner corresponding
to the directives of the relevant government authorities. In
(H in crores) spite of COVID-19 and its expected impact on the operating
Particulars 2020-2021 2019-2020 environment, the Mission of the Company remains firm. The
Company continued to reinforce the key priorities as short
Income term measures, which are to conserve cash, control fixed
Revenue from operations 2495.87 2018.50 costs.
Other income 8.12 8.71
Total Income 2503.99 2,027.21 Amidst the challenging environment, the outlook of cement
Total expenses 2546.20 2063.91 industry for the short term continued to remain uncertain;
Profit/(Loss) before tax (42.21) (36.70) the long-term outlook continues to be positive on account of
Tax expenses - 118.41 the various economic reforms and momentum in the rural
- Deferred Tax infrastructure. Certain several policy measures announced
Profit / (loss) for the year (42.21) (155.11) by Government of India and Reserve Bank of India provided
Other comprehensive income - - relief to the affected sections of the economy to support the
Items that will not be reclassified - - process of recovery.
to Profit or Loss
Re-measurements gains/(losses) (0.13) (0.53) The Indian economy, which was showing signs of recovery
of post-employment benefit in early 2021 after the first COVID-19 surge, has now been
obligation hit by the second wave of the pandemic, thereby enforcing
Income tax related to above - 0.19 lockdowns of varying severity, leading to reduced mobility
Items that will be reclassified to - - and unemployment. However, the economic impact of the
Profit or Loss second wave is not as severe as that of the first. The localised
Deferred gains/(losses) on cash - - nature of lockdowns, better adaptation of people to work-
flow hedge from-home protocols, online delivery models, e-commerce,
Income tax related to above - - and digital payments were helpful in adapting to the situation.
Other comprehensive income for (0.13) (0.34) The speed of the domestic vaccination drive will be crucial in
the year containing short-term risks to domestic economic recovery.
Total comprehensive income for (42.34) (155.45)
While the world was grappling with a situation that caught
the year
everyone off-guard and pervaded every facet of lives; the
Pursuant to the provisions of the Companies Act, 2013 (the Company ensured that all its stakeholders, not limited
“Act”), the Financial Statements of the Company have been only to its employees, were safe and secure. Moreover, the
prepared in accordance with the Indian Accounting Standards employees at Plants stepped forward to support nearby
(“Ind AS”) notified under the Companies (Indian Accounting villages across all the Plants of the Company, by distribute
Standards) Rules, 2015 as amended from time to time. N95 Masks and face shields. Portable handwashing stations
were installed (which enable people to avoid handling tap
or soap dispensers) at public places. A dedicated “Covid
GLOBAL PANDEMIC – COVID-19 AND ITS RESURGE
Quick Response Vehicle- ORV” was made available at its
The outbreak of COVID-19 has resulted in a global health crisis Cement Plant situated at Risda, Chhattisgarh on 24*7 basis,
and triggered a global economic downturn and contraction. to meet any emergency situation. The lockdown period has
Governments across the world instituted measures to control brought to the fore a number of creative solutions, which
272
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
the Company has endeavoured to replicate across all its The Company’s manufacturing plants are strategically
locations. All plants have identified and prepared dedicated located in close proximity to the raw materials that the
isolation rooms to tend to anyone diagnosed with any of the Company requires for its operations and are well connected
COVID-19 symptoms. to its key markets by rail and road. The Company has a
limestone mining lease adjacent to its integrated unit, Risda
Cement Plant.
DIVIDEND
The Company has a wide portfolio of products which includes
The Company has not declared any dividend for FY 2020-21.
Portland Pozzolana Cement (“PPC”), Portland Slag Cement
(“PSC”), 43 and 53 Grade Ordinary Portland Cement (“OPC”)
TRANSFER TO RESERVES and Composite Cement.
In view of the loss for FY 2020-21, the Company has not The Company markets all its products under the ‘Double
transferred any amount to the Reserves. Bull’ brand. The Company’s OPC, PPC and PSC are sold as
‘Double Bull’, premium PPC offering is sold under the brand
PERFORMANCE REVIEW ‘Double Bull MASTER’, while premium PSC offering is sold
under the brand ‘Double Bull SUBH’.
The Company produced 5666 KT of Cement in FY 2020-21
as against 4680 KT in the previous year. Clinker production The Company primarily sells its cement to retail and
has been 3200 KT in FY 2020-21 as against 3200 KT in the institutional customers in the states of West Bengal,
previous year. Cement Sales volume increased from 4606 KT Chhattisgarh, Odisha, Jharkhand, Bihar, Maharashtra,
to 5929 KT; an increase of 28.7% over the previous year. Madhya Pradesh and Uttar Pradesh.
The revenue from operations for FY 2020-21 increased to The overall capacity utilisation of the Company for the financial
H 2,495.87 crores from H 2,018.50 crores; an increase of year 2020-21 decreased to 69% as compared to 74% in the
23.65% over the previous year. The increase in revenue was previous financial year. Overall capacity utilisation is lower
mainly due to higher volume on account of commencement due to lockdown in the initial month as well as an increase
of commercial operations at Jajpur Cement Plant. in capacity due to commencement of commercial operation
at Jajpur Cement Plant. During the year, the Company has
The Earnings before Interest, Tax, Depreciation and started cross sourcing with its holding company, Nuvoco
Amortisation (“EBITDA”) stood at H 454.48 crores; an Vistas Corporation Limited (“NVCL”).
increase of 17.36% as compared to H 387.26 crores earned
in the previous year. The increase in EBITDA was mainly on
CORPORATE DEVELOPMENTS
account of decrease in cost of power & fuel and freight &
forwarding charges. The total comprehensive income/ (loss) Acquisition of the Company by Nuvoco Vistas Corporation
for the year was H (42.34) crores, as compared to total Limited (“NVCL”).
comprehensive income/ (loss) of H (155.45) crores in the
previous year. NVCL has acquired 100% of the issued and paid up share
capital of the Company. Subsequent to the approval of CCI
received on July 2, 2020, the acquisition was consummated.
BUSINESS OVERVIEW AND STATE OF THE
Pursuant to the acquisition, the Company became a
COMPANY’S AFFAIRS
wholly owned subsidiary of NVCL w.e.f. July 14, 2020. The
The Company is the fastest growing Cement Company acquisition of the Company by NVCL has given the Company
in East India. The Company had established an installed several advantages, including:
manufacturing capacity of 5.60 million metric tonne per
- Synergies in the cross-sourcing of raw materials such as
annum (“MMTPA”) in its first two years of commercial
clinker, logistics for the shipping of the products, and
operations, making the Company one of the fastest growing
economies of scale in procurement;
Cement Companies to achieve such a feat amongst cement
manufacturers operating in Eastern India. - A combined product portfolio that includes all standard
grades of cement and value-added products; and
The Company currently operates four manufacturing plants
which are located in the states of West Bengal, Bihar, Odisha - Implementation and application of best practices in
and Chhattisgarh with a combined installed capacity of 8.3 manufacturing across all its plants.
MMTPA.
273
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company has undergone integration of its business, plant MATERIAL CHANGES AND COMMITMENTS
operations and personnel with the existing business of NVCL AFFECTING FINANCIAL POSITION OF THE COMPANY
and intends to complete the integration by implementing the
following initiatives: During the year under review, NVCL has acquired 100% of the
issued, subscribed and paid up share capital of the Company.
- cross-sourcing of brands from the various production
facilities to ensure that the full range of brands are made There are no material changes and commitments affecting
available across the network to improve the reach of the the financial position of the Company, subsequent to close
premium products and ensure to service the customers of FY 2020-21 till the date of this Board’s Report.
in a cost-effective manner;
SIGNIFICANT AND MATERIAL ORDERS PASSED
- adding Portland Composite Cement manufactured at the
BY THE REGULATORS OR COURTS OR TRIBUNALS
Company facilities to NVCL’s product portfolio;
During the year under review, no significant and material
- combined sourcing of raw materials, goods and services
orders have been passed by any Regulator or Court or
to achieve benefits of economies of scale;
Tribunal which would impact going concern status of the
- the Company is also implementing clinker re-routing, Company and its future operations.
where the clinker from Risda Cement Plant will be moved
via Sonadih Cement Plant railhead of NVCL to the other FINANCE
grinding units of the Company, which will eliminate
additional handling charges and reduce overall cost and The Cash flows from operations were positive H 541.48 crores
increase profitability of this unit; (as at March 31, 2020 H385.71 crores). Spend on capex was
H 65.46 crores (as at March 31, 2020 H 189.68 crores). The
- business integration at various levels focused on the borrowing of the Company as at March 31, 2021 stood at
employees and business processes to ensure uniformity H 3039.00 crores (as at March 31, 2020 H 3147.69 crores).
and rationalization of the products and services. Cash and bank balances stood at H 77.41 crores (as at March
31, 2020 H 47.85 crores). The Net Debt to Equity stood at
The Company being a material subsidiary of NVCL, has
6.78 times (as at March 31, 2020 6.46 times).
appointed Mr. Berjis Desai, Independent Director of NVCL as
an Independent Director on the Board of the Company w.e.f.
April 14, 2021. CREDIT RATING
The Company continued to provide various products under The Company’s captive power plant with sufficient capacity
Cement to its customers and hence, there was no material for waste heat recovery system resulted in lower process
change in the nature of business or operations of the cost. The Company will also benefit from synergies arising
Company, which impacted the financial position during the out of logistics and distribution cost, benefits of better
year under review. negotiation power while finalising procurement, brand will
complement each other, etc. The Company also has long-
274
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
term arrangements for sourcing of fly-ash and slag for its of Members at the ensuing 14th Annual General Meeting
operation. Captive limestone mine also has competitive edge of the Company. The Company has received a declaration
in meeting the requirement of clinker for its plants for a very from Mr. Berjis Desai (DIN: 00153675) confirming that he
long-term period. meets the criteria of independence as prescribed under
Section 149(6) of the Act. There has been no change in the
The Company continues to have credit rating which denotes circumstances affecting his status as Independent Director
high degree of safety regarding timely servicing of financial of the Company.
obligations. The Company has received the following credit
ratings for its long term and short term Credit/ Bank Loan
Facilities. BOARD OF DIRECTORS
India Ratings IND AA / Long Term Credit/ Bank During the year under review, 8 (eight) Board meetings were
and Research (Stable) Loan Facilities convened and held, the details of which are provided in the
IND A1+ Short Term Credit/ “Corporate Governance Report”.
Bank Loan Facilities
Resignation of Directors
During the year under review, there was no change in the Appointment of Directors
authorised, issued, subscribed and paid up share capital of
the Company. As at March 31, 2021, the Authorised Share The Board and the Members of the Company at their
Capital of the Company was H 300,00,00,000 divided into respective meetings held on July 21, 2020 and August 17,
30,00,00,000 equity shares, having face value of H10/- each 2020, based on the recommendation of Nomination and
and the issued, subscribed and paid-up share capital of the Recommendation Committee appointed Mr. Jayakumar
Company was H 242,07,50,000 divided into 24,20,75, 000 Krishnaswamy (DIN: 02099219), Mr. Manan Shah
equity shares, having face value of H 10/- each. (DIN: 08793243) & Ms. Shruta Sanghavi (DIN: 08803625) as
Non-Executive Directors of the Company w.e.f. July 21, 2020.
CORPORATE GOVERANCE REPORT Mr. Vivek Chawla, the Whole-time Director & CEO of the
Company attained the age of superannuation and therefore,
The Company is committed to maintain the highest standards
ceased to hold office as the Whole-time Director and CEO of
of Corporate Governance and adhere to the Corporate
the Company with effect from December 01, 2020. He was
Governance requirements and transparency in all its dealings
re-designated and appointed as the Non-Executive Director
and places high emphasis on business ethics.
with effect from December 02, 2020.
A separate section on the Corporate Governance forming
The Board at its meeting held on November 26, 2020, based
part of this Board’s Report is included in the Annual Report.
on the recommendation of Nomination and Recommendation
Committee, appointed Mr. Jayakumar Krishnaswamy (DIN:
EVENT SUBSEQUENT TO THE YEAR UNDER REVIEW 02099219) as the Managing Director of the Company w.e.f.
December 2, 2020 for a period of 5 (five) years, subject to
Appointment of Director
the approval of Members at the ensuing 14th Annual General
The Board at its meeting held on April 14, 2021, based on Meeting of the Company.
the recommendation of the Nomination and Remuneration
Board Committees
Committee, appointed Mr. Berjis Desai (DIN: 00153675)
as an Independent Director of the Company w.e.f. April 14, The Board, at its Meeting held on July 21, 2020, has
2021 for a period of 5 (five) years subject to the approval reconstituted the Audit Committee, Nomination &
275
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Remuneration Committee and Corporate Social Responsibility Mr. Vivek Chawla resigned as the Whole-time Director & CEO
Committee. Further the Board, at its Meeting held on of the Company with effect from December 1, 2020;
November 26, 2020, has reconstituted the Audit Committee
and the Nomination & Remuneration Committee. Mr. Jayakumar Krishnaswamy has been appointed as
the Managing Director of the Company with effect from
The Composition of the Committees of the Board has been December 2, 2020;
provided in the “Corporate Governance Report”.
Mr. Debendra Banthiya, resigned as the Company Secretary
Committee Position of the Company with effect from October 12, 2020;
The details of the composition of the Committees, meetings Ms. Nupur Burman has been appointed as the Company
held, attendance of Committee members at such meetings, Secretary of the Company with effect from November 4,
and other relevant details are provided in the “Corporate 2020.
Governance Report”.
As at March 31, 2021, following are the KMP of the Company:
Recommendation of Audit Committee
- Mr. Jayakumar Krishnaswamy, Managing Director;
During the year under review, there were no instances of non- - Mr. Rajiv Ranjan Thakur, Chief Financial Officer;
acceptance of any recommendation of the Audit Committee
- Ms. Nupur Burman, Company Secretary
of the Company by the Board of Directors.
Pursuant to Sections 134 and 178 of the Act, performance The Remuneration Policy is available at www.nuvoco.com
evaluation of the erstwhile Board (i.e prior the acquisition
of the Company by NVCL), its Committees and Individual WHISTLEBLOWER POLICY AND VIGIL MECHANISM
Directors including the Chairman of the Company was
carried out. The evaluation framework for assessing the The Company has adopted a Whistleblower Policy (the
performance of the Directors of the Company comprises of “Policy”) and established the necessary vigil mechanism,
contributions at the meetings, strategic perspective or inputs which is in line with Section 177 of the Act. Pursuant to
regarding the growth and performance of the Company. the Policy, the Whistleblower can raise concerns relating to
Reportable Matters such as general malpractice/unethical
Further, the Independent Directors of the Company, at their and improper practices and events, which have taken place/
exclusive meeting held on June 24, 2020, appraised the reasonable apprehension involving: (a) Abuse of authority;
performance of the erstwhile Board, its Chairman and Non- (b) Fraud or suspected fraud; (c) Instances of leakage
Executive Directors (i.e. prior the acquisition of the Company of UPSI or suspected leakage of UPSI; (d) Violation of
by NVCL) and other matters as required under the Act and company’s rules; (e) Manipulations; (f) Negligence causing
assessed the quality, quantity and timelines of flow of substantial and specific danger to public health and safety;
information between the management of the Company and (g) Misappropriation of monies; and (h) Any other matters
the Board that is necessary for the Board to effectively and or activity on account of which the interest of the Company
reasonably perform its duties. is affected, as notified from time to time, by or against the
Directors and employees, etc.
DIRECTORS/ KEY MANAGERIAL PERSONNEL
Further, the mechanism adopted by the Company encourages
During the year under review, the following changes have the Whistleblower to disclose the reportable matters to the
taken place in the Key Managerial Personnel (“KMP”) of the Audit Committee. The Policy sets out a detailed mechanism
Company: of investigation and also provides for adequate safeguards
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
against retaliation and victimization of the Whistleblower, Committee, the Board is of the opinion that the Company’s
who avails of such a mechanism and also provides for direct Internal Financial Controls were adequate and effective during
access to the Chairman of the Audit Committee, in appropriate FY 2020-21 for ensuring the orderly and efficient conduct of
or exceptional cases. The Audit Committee supervises the its business, including adherence to the Company’s policies,
development and implementation of the Policy. Co-ordination the safeguarding of its assets, the prevention and detection
of the investigation of any serious Protected Disclosures of frauds and errors, the accuracy and completeness of
concerning the alleged violation of laws or regulations is the accounting records, and timely preparation of reliable
responsibility of the Audit Committee. During the year under financial disclosures.
review, the Company has not received any complaints under
the Whistleblower Policy. Therefore, there were no pending
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
complaints at the end of the year.
A detailed analysis of the Company’s performance is
It is affirmed that no personnel of the Company have been
discussed in the Management Discussion and Analysis
denied access to the Audit Committee.
Report for the period under review and is available as a
The Whistleblower Policy is available at www.nuvoco.com separate section which forms part of the Annual Report.
The Company has laid down a robust Code of Business In view of the negative average net profit, the Company was
Conduct, which is based on the principles of ethics, integrity not mandatorily required to spend on CSR Activities during
and transparency. FY 2020-21. However, the Company had spent money on the
Enterprise Social Commitment (ESC) activities.
RISK MANAGEMENT The Company has adopted a CSR Policy and the same is available
on the Company’s website at the link: www.nuvoco.com
The Company has a Business Risk Management framework in
place to identify, evaluate business risks and opportunities. The CSR Report, in the format prescribed in the Companies
This framework focuses to assess risks to the achievement (Corporate Social Responsibility Policy) Rules, 2014 for the
of business objectives and to deploy mitigation measures. financial year 2020-21 is annexed herewith and forms part
of this Board Report as Annexure 1.
The framework has been established across the organisation
and is designed to identify, assess and frame a response
to threats that affect the achievement of its objectives. The HOLDING COMPANY
Company’s management systems, organisational structures,
As on March 31, 2021, the holding Company is NVCL.
processes, standards, code of conduct, and behaviours
together govern how the Company conducts its business and
manages associated risks. SUBSIDIARY COMPANY AND JOINT VENTURE OR
ASSOCIATE COMPANY
INTERNAL CONTROL SYSTEMS AND THEIR As on March 31, 2021, the Company does not have any
ADEQUACY Subsidiary or Joint Venture or Associate Company.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
All related party transactions specifying the nature, and Internal Auditor
terms and conditions of the transaction, were placed
before the Audit Committee for its approval and noting on a M/s. Singhi & Co., Chartered Accountants were appointed
quarterly basis. as Internal Auditor of the Company w.e.f. October 01, 2020,
to fill in the vacancy caused due to completion of tenure of
The details of related party transactions that were entered M/s. Ernst & Young LLP, Chartered Accountants. M/s. Singhi
into during FY 2020-21 are given in the notes to the Financial & Co., Chartered Accountants, have carried out the Internal
Statements as per Ind AS 24, which forms part of the Annual Audit for the period commencing from October 01, 2020 to
Report. March 31, 2021.
Cost Auditor
PARTICULARS OF LOANS, GUARANTEES,
SECURITIES AND INVESTMENTS As per Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required
During the year under review, the Company has neither given to prepare, maintain as well as have the audit of its cost
any loan, provided any guarantee or security in connection records conducted by a Cost Accountant. It has, accordingly,
with loan to any other body corporate nor has acquired by made and maintained such cost accounts and records.
way of subscription or purchase, the securities of any other The Company had appointed M/s. V.K. Jain & Co, Cost
body corporate covered under the provisions of Section 186 Accountants, to conduct the cost audit of the Company for
of the Act read with the Companies (Meetings of Board and the FY 2020-21.
its Powers) Rules, 2014.
Secretarial Auditor
AUDITORS Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Company had appointed
Statutory Auditors and their Report
M/s. MKB & Associates, Company Secretaries in practice, to
M/s MSKA & Associates, Chartered Accountants (Firm undertake Secretarial Audit of the Company for FY 2020-21.
Registration No. 105047W) (“MSKA”) were appointed The Report of the Secretarial Auditor in Form MR-3 for FY
as Statutory Auditors of the Company with effect from 2020-21 is annexed as Annexure 2.
August 07, 2020, to fill in the casual vacancy caused due
The Secretarial Audit Report does not contain any
to the resignation of M/s. Agrawal Tondon & Co., Chartered
qualification, reservation, adverse remark or disclaimer.
Accountants (Firm Registration No. 329088E). M/s. MSKA &
Associates shall hold office till the conclusion of the ensuing Reporting of fraud
14th Annual General Meeting of the Company.
During the year under review, the statutory, cost and
Based on the recommendation of the Audit Committee, the secretarial auditors have not reported any instances of frauds
Board of Directors at their Meeting held on May 14, 2021 committed in the Company by its officers or employees, to
has approved, subject to the approval of the Members of the Audit Committee under Section 143(12) of the Act.
the Company, the appointment of M/s. MSKA & Associates,
Chartered Accountants, (Firm Registration No: 105047W) as
the Statutory Auditors of the Company, to hold office from PARTICULARS OF EMPLOYEES
the conclusion of the ensuing 14th Annual General Meeting
The detailed statement containing particulars of employees
until the conclusion of the 19th Annual General Meeting to be
as required under Section 197 of the Act read with Rule 5(2)
held in the financial year 2026-27. Attention of the Members
and (3) of the Companies (Appointment and Remuneration of
is invited to the relevant item in the Notice of the ensuing
Managerial Personnel) Rules, 2014 is annexed as Annexure 4
14th AGM.
and forms part of this Board’s Report.
M/s. MSKA & Associates, Chartered Accountants have
Further, in terms of Section 136 of the Act, the Annual
confirmed that they are not disqualified from appointment
Report and the Audited Financial Statements are being sent
as Statutory Auditors of the Company.
to the Members and others entitled thereto, excluding the
The Auditors’ Reports do not contain any qualifications, aforesaid statement. The said statement is available for
reservations, adverse remarks or disclaimers. inspection electronically by the Members of the Company
during business hours on working days up to the date of the
ensuing 14th AGM. If any Member is interested in obtaining
a copy thereof, such Member may write to the Company
Secretary in this regard.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
HEALTH, SAFETY AND ENVIRONMENT (“HSE”) g. Organized various competitions on occasion of world
environment day, ozone day, water day at nearby
The Company’s prime focus is providing a safe and healthy schools/villages to create environment awareness.
work environment to all its stake-holders. The Company
always works towards a goal ZERO HARM and conducts 4. The Company’s efforts towards HSE got recognised also
business in accordance with the local legal and regulatory at prestigious forums.
requirements.
a. The Company’s Risda Cement Plant received Award
FY 2020-21 was a challenging year from the HSE perspective. from Confederation of Indian Industry (CII), in
The entire world was fighting against COVID-19 and several recognition of significant contribution on “SAFETY
lives were lost across the globe. The Company worked HEALTH AND ENVIRONMENT AWARDS-2020”.
systematically and implemented various COVID-19 infection
The Company strides towards greener pastures are continuing
control measures and was able to control the COVID-19
with overall efforts towards Health, Safety and Environment.
related fatalities for its employees. The Company closely
monitored effectiveness and adequacy of planned and
implemented control systems during the ongoing COVID-19 HUMAN RESOURCES
pandemic to ensure that there was no impact on its business
and staff. The Company’s Mission Statement, core values, expected
behaviours are well communicated & clarified to all
The Company’s Health, safety and Environment performance employees. While dealing with unprecedented COVID-19
during FY 2020-21 was well spaced commensurate to its crisis all employees displayed unwavering commitment to
efforts and reflected following outcomes: the values & all non-negotiables. Across all levels spirit of
winning & agility is visible. Every function has articulated
1. Zero onsite Fatality consecutively for fourth year since functional vision statement & roadmap to excel in respective
starting of commercial production. There was no loss of field in next three years. With all new zeal, true with the
life due to accidents in FY 2020-21. spirit of igniting profitable growth, the Company achieved
ambitious targets set around introducing new Innovative
2. HSE team constantly pushed and increased the reporting
products, cost optimization and various initiatives around
of unsafe conditions and unsafe acts by employees of
process improvements.
the Company as leading indicators of HSE performance.
While these initiatives will require training on various new
3. Towards the Company’s commitment to sustainability,
areas across functions and capability building; the Company
some of the key projects undertaken towards “Ecosystem is also committed to the development of young talent, and has
Restoration” are: established processes for the identification and development
of young talent. The endeavour is to position the Company as
a. Utilization of 1,12,000 Tons of Blast Furnace Slag
one of the best building materials organizations with world
in FY 2020-21, a waste product of Steel Plants in its
class processes, talent, delivering top notch performance.
kiln as alternative raw material, thereby conserving
around 1,50,000 tons of precious lime stone. The Industrial Relations situation in the Company continued
to be cordial during the year. The union and the workmen
b. Construction of rainwater-harvesting structures
extended their full support in achieving maximum productivity
with potential of 10 lakh M3 for conservation and
and promoting the safety culture in the organisation.
recharge of ground water.
The spirit of winning and agility was visible across all levels
c. Planted More than 2.50 Lakh saplings to make the
of the organisation. Every function articulated Functional
environment green.
Strategic Actions in line with Company Strategic Actions.
d. Achieved reduction in fresh water consumption by Company adapted to and implemented Management Routine
approx 10% as compared to previous financial year. in virtual form and cascaded objectives across organization.
Extensive trainings on Virtual Meeting Etiquettes were
e. Construction of additional coal shed & clinker silo to conducted to improve virtual meetings efficiency.
lessen the impact of fugitive emission.
The Company aspires to be in the top quadrant of Best
f. Installation of 15 MW Waste Heat Recovery System Employers to work for and started its journey with conducting
(WHRS) system enabling usage of “Green Power” first survey of this year with commitment to work on feedback
resulting in conservation of approx 1 lakh MT of received. The Company provides a congenial atmosphere for
fossil fuels i.e. coal in a year. work to all employees, which is free from discrimination and
harassment, including sexual harassment. To boost efforts
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
on creating sustainable and future ready organization, Using the ‘Business Partnership’ approach, the IM function
Diversity and Inclusion agenda has been redefined by has entrenched itself in each of the Company’s business
Talent Acquisition team. Apart from just providing equal functions, ably backed by a high quality of experienced
opportunities of employment to all irrespective of their IM team. This function is responsible for formulating and
caste, religion, colour, gender, it also encompasses industry administering the IM strategy and policies, IS/IT security, IT
mix and qualifications. standards and solutions, information risk management, and
governance.
Initiatives in the wake of COVID-19
Through the ‘IM Centre of Excellence’ mode, the IM function,
In order to educate employees on the infection related risks supports country-wide robust and scalable IT Infrastructure
involved, Company continues to organize interactive sessions Services (DC/DR/LAN/WAN/Collaboration/AV tools), and
by panel of in-house and external doctors. Employees along Enterprise Business Applications including SAP, Business
with family members attended these sessions and have Intelligence Tools for Core Business Functions, Oracle CRM
benefited greatly in understanding how to pick up early system for enabling the sales team with tools that helps them
symptoms, different tests and treatments and home isolation to make better sales, In-plant logistics automation systems
guidelines. The program has also been extended and greatly to reduce the TAT of vehicles and in transit vehicle tracking
appreciated by Channel partners, Dealer network. This system via GPS.
year also, the organisation has invested in adding a top-up
equivalent to individual base sums of the Mediclaim policies A mobile app for the Company’s dealers called SETU is
and has included expenses for the treatment of COVID-19 launched that provides real time information of customers
specifically in the policies. Central Medical Help Desk outstanding, order status, invoice copy etc. on click of a
continues to provide 24*7 support to employees with respect button.
to appointments with medical practitioners, tests, coordinate
for nearby Hospitals. In addition, this year Help Desk has also The IM systems and audio/video platforms are designed for
started maintaining central database on vaccination status an “Office Anywhere” facility with the highest IS/IT security
of all employees and family members across locations, this standards and platform using tools like Service Desk Plus,
helps leadership team and HR to identify locations where its UEM etc. to protect the Company’s information assets, while
particularly slow and initiate special tie ups. Special financial working from office / home / outside locations.
assistance packages are offered to families of employees
who lost life in Covid battle. Company enhanced OHCs ability CONSERVATION OF ENERGY, TECHNOLOGY
to support through investment in additional medical staff ABSORPTION AND FOREIGN EXCHANGE
and also specific equipment’s like oxygen Concentrators. EARNINGS AND OUTGO
E-Learning was pursued in a big way by the Company by The particulars of Conservation of Energy, Technology
offering an option to the employees of using the One Hour Absorption, Foreign Exchange Earnings and Outgo as
Learning platform, which is an e-learning tool that has stipulated under Section 134(3)(m) of the Act read with rule
a multitude of courses on Functional, Behavioural and 8(3) of the Companies (Accounts) Rules, 2014, is annexed
Leadership skills. Apart from focusing on development of as Annexure 3.
officers, company has also introduced virtual sessions for
spouses and children.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
INFORMATION TECHNOLOGY PROHIBITION AND REDRESSAL) ACT, 2013
The Company’s Information Technology (or Information The Company has in place an Anti-Sexual Harassment Policy
Management/IM as it is known) function, works closely with in line with the requirements of the Sexual Harassment of
business leadership, corporate functions and partners, for Women at Workplace (Prevention, Prohibition and Redressal)
providing a strategic direction to the business through state- Act, 2013. As per the requirement of the Sexual Harassment of
of-the-art IM initiatives and technology solutions. Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules made thereunder, the Company has
The IM function is ISO 27001 certified and operates in ISMS
formed Internal Complaints Committee (‘ICC’) to address
framework following set of processes and procedure which
complaints pertaining to sexual harassment of women at
accelerates the risk management system of the Company.
workplace. All employees are covered under this Policy.
The IM function leads all the initiatives in digital transformation,
During the year under review, no complaints of sexual
cost improvements, innovations, acquisitions, knowledge
harassment were received and 2 (two) Awareness Programmes
management and collaboration.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
about Sexual Harassment Policy were conducted for the b) they have selected such accounting policies and applied
employees. This has been included in the Induction training them consistently and made judgments and estimates
also for the benefit of all new joinees. that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at
The Company has submitted its Annual Report on the cases March 31, 2021 and of the loss for that period;
of sexual harassment at workplace to the District Officer,
Kolkata, pursuant to Section 21 of the aforesaid Act and c) they have taken proper and sufficient care for the
Rules framed thereunder. maintenance of adequate accounting records
in accordance with the provisions of this Act for
Disclosures in relation to the Sexual Harassment of Women safeguarding the assets of the Company and for
at Workplace (Prevention, Prohibition and Redressal) Act, preventing and detecting fraud and other irregularities;
2013 are as follows:
d) they have prepared the annual accounts on a going
- Number of complaints filed during the financial concern basis;
year – Nil
e) they have laid down internal financial controls to be
- Number of complaints disposed of during the financial followed by the Company and that such internal financial
year – Nil controls are adequate and were operating effectively;
and
- Number of complaints pending as on end of the financial
year – Nil f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
During the year under review, no complaints of sexual
systems are adequate and operating effectively.
harassment were received.
ACKNOWLEDGEMENTS
DIRECTORS RESPONSIBILITY STATEMENT
The Directors wish to place on record their appreciation
Pursuant to Section 134(3)(c) read with Section 134(5) of
for the continued cooperation and support extended to the
the Act, the Board to the best of their knowledge and ability
Company by government authorities, customers, vendors,
confirm that –
regulators, banks, financial institutions, rating agencies,
a) in the preparation of the annual accounts, the applicable depositories, auditors, legal advisors, consultants, business
accounting standards have been followed along with associates, members and other stakeholders during the year.
proper explanation relating to material departures, if any; The Directors also convey their appreciation to employees
at all levels for their contribution, dedicated services and
confidence in the management.
Sd/ Sd/
Shruta Sanghavi Jayakumar Krishnaswamy
Place: Mumbai Director Managing Director
Date: May 14, 2021 DIN: 08803625 DIN: 02099219
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Annexure 1
Annual Report on Corporate Social Responsibility (CSR) Activities
[Pursuant to Section 135 of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014]
The Company is committed towards sustainable development, pursuing a strategy that combines industrial know-how with
performance, value creation, respect for community and local cultures, environmental protection and the conservation of
natural resources and energy.
3. The web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on
the website of the Company : www.nuvoco.com
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable : Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any:
Not Applicable
6. Average net profit of the company as per section 135(5) (H in lakhs) : (6,361.23)
7. (a) Two percent of average net profit of the company as per section 135(5) : Not Applicable
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Not Applicable.
(c) Amount required to be set off for the financial year, if any : Not Applicable
(d) Total CSR obligation for the financial year (7a+7b-7c) : Not Applicable
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Not Applicable
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name Item from Local Location of the project Project Amount Amount Amount Mode of Mode of Implementation
No. of the the list of area duration allocated spent transferred Implementation - Through Implementing
Project activities (Yes/ for the in the to Unspent - Direct (Yes/ Agency
in No) State District project current CSR No) Name CSR
Schedule (in J) financial Account Registration
VII to the Year for the number
Act (in J) project as
per Section
135(6)
(in J)
Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
Not Applicable
(f) Total amount spent for the Financial Year : Not Applicable
(i) Two percent of average net profit of the company as per section 135(5) Not Applicable
(ii) Total amount spent for the Financial Year Not Applicable
(iii) Excess amount spent for the financial year [(ii)-(i)] Not Applicable
(iv) Surplus arising out of the CSR projects or programmes or activities of the Not Applicable
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Not Applicable
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount transferred to Amount spent in the Amount transferred to Amount remaining
No. Financial Year Unspent CSR Account reporting Financial any fund specified under to be spent in
under section 135 (6) Year (in J) Schedule VII as per section succeeding financial
(in J) 135(6), if any years. (in J)
Name of Amount Date of
the Fund (in J) transfer
Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
10. In case of creation or acquisition of capital asset, the details relating to the asset so created or acquired through CSR
spent in the financial year:
(b) Amount of CSR spent for creation or acquisition of capital asset : Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital : Not Applicable
asset is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address : Not Applicable
and location of the capital asset)
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not Applicable
284
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure 2
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
NU Vista Limited
(formerly Emami Cement Limited)
We have conducted the Secretarial Audit of the compliance iv) Foreign Exchange Management Act, 1999 and the Rules
of applicable statutory provisions and the adherence to good and Regulations made thereunder to the extent of
corporate practices by M/s NU Vista Limited (hereinafter Foreign Direct Investment, Overseas Direct investment
called “the Company”). Secretarial Audit was conducted in a and External Commercial Borrowings;
manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing v) The Regulations and Guidelines prescribed under the
our opinion thereon. Securities and Exchange Board of India Act, 1992 (“SEBI
Act”) or by SEBI, (not applicable to the Company during
The Company’s Management is responsible for preparation the Audit Period)
and maintenance of secretarial record and other records and
for devising proper systems to ensure compliance with the vi) Other than fiscal, labour and environmental laws which
provisions of applicable laws and regulations. are generally applicable to all manufacturing/trading
companies, the following laws/acts are also, inter alia,
Based on our verification of the books, papers, minute books, applicable to the Company:
forms and returns filed and other records maintained by the
Company and also the information provided by the Company, a) The Electricity Act, 2003;
its officers, agents and authorized representatives during the
b) The Mines Act, 1952;
conduct of secretarial audit and considering the relaxations
granted by Ministry of Corporate Affairs, we hereby report c) The Mines and Minerals (Development and
that in our opinion, the Company has, during the audit Regulation) Act, 1957;
period covering the financial year ended on 31st March, 2021
complied with the statutory provisions listed hereunder and d) The Explosive Act, 1884 and rules made thereunder
also that the Company has proper Board processes and
We have also examined compliance with the applicable
compliance mechanism in place to the extent, in the manner
clauses of the Secretarial Standards issued by The Institute
and subject to the reporting made hereinafter:
of Company Secretaries of India;
We have examined the books, papers, minute books, forms
During the period under review, the Company has complied
and returns filed and other records maintained by the
with the provisions of the Act, Rules, Regulations, Guidelines,
Company for the financial year ended on 31st March, 2021,
Standards, etc. mentioned above.
to the extent applicable, according to the provisions of:
We further report that
i) The Companies Act, 2013 (the Act) and the Rules made
thereunder; a) The Board of Directors of the Company is duly
constituted with proper balance of Executive Directors,
ii) The Securities Contracts (Regulation) Act, 1956 and the
Non-Executive Directors and Independent Directors. The
Rules made thereunder; (not applicable to the Company
changes in the composition of the Board of Directors
during the Audit Period)
that took place during the period under review were
iii) The Depositories Act, 1996 and the Regulations and Bye- carried out in compliance with the provisions of the Act.
laws framed thereunder;
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
b) Adequate notice is given to all directors to schedule the We further report that during the period under audit, the
Board Meetings, agenda and detailed notes on agenda Company has passed the following special resolutions which
were sent at least seven days in advance, and a system needs mention:
exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting a) Approval for change of name of the Company from
and for meaningful participation at the meeting. The ‘Emami Cement Limited’ to ‘NU Vista Limited’.
Company has also held its Board Meetings at shorter b) Shifting of Registered Office of the Company from
notice and complied with the provisions of the Act. Kolkata, West Bengal to Mumbai, Maharashtra.
c) None of the directors in any meeting dissented on any We further report that, other than above, there are no specific
resolution and hence there was no instance of recording event having a major bearing on the Company’s affairs in
any dissenting member’s view in the minutes. pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc. has taken place during the year
We further report that there are adequate systems and
under review.
processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance This report is to be read with our letter of even date which
with applicable laws, rules, regulations and guidelines. is annexed as Annexure – 1 which forms an integral part of
this report.
We further report that during the period under audit:
For MKB & Associates
a) the shareholders of the Company have entered into a
Company Secretaries
share purchase agreement for sale of equity shares of
the company to the extent of 100% of issued and paid
up capital of the company to Nuvoco Vistas Corporation
Neha Somani
Limited. The Company has also been made party to the
Partner
aforesaid agreement.
Place: Kolkata ACS no. 44522
Date: 14.05.2021 COP no. 17322
UDIN: A044522C000310458 FRN: P2010WB042700
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
‘Annexure I’
To
The Members
NU Vista Limited
(formerly Emami Cement Limited)
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management’s Representation about the compliance of Laws, Rules, Regulations,
Guidelines and Directions and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
Note: Due to COVID-19 pandemic, for carrying on and completion of the Audit, documents /details have been provided by the Company
through electronic mode and the same have been verified by us.
Neha Somani
Partner
Place: Kolkata ACS no. 44522
Date: 14.05.2021 COP no. 17322
UDIN: A044522C000310458 FRN: P2010WB042700
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Annexure 3
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014]
A. Conservation of Energy: (l) Increase the Cement Mill output from average
100 TPH to 110 TPH and thereby reducing
(i) STEPS TAKEN OR IMPACT ON CONSERVATION OF power consumption at Bhabua Cement Plant.
ENERGY
(m) Interlock of cement mill water pump with
(a) The Company has its own Captive Power Plant Trunion bearing temperature to minimize the
(“CPP”) of 30 MW & Waste Heat Recovery running hours of pump at Bhabua Cement
System (“WHRS”) of 12 MW with latest Plant.
technology in Risda Cement Plant;
Other steps taken to reduce energy consumption:
(b) Steps are being regularly taken for continuous
improvement of CPP & WHRS power generation, (a) Continuous improvement in Kiln, raw mill &
reduction of heat rate and auxiliary power cement mill throughputs.
consumption;
(b) Process optimization & Circuit optimization to
(c) Variable Voltage Variable Frequency Drive save power consumption.
(“VVFD”) in AC water pump of CPP has been
(c) Minimization of equipment idling.
installed to reduce auxiliary power consumption;
(d) Continuous monitoring of operation of utilities.
(d) VVFD in AC Wall Seal Blowers of CPP has been
installed to reduce auxiliary power consumption; (e) Installation of Variable Frequency Drives (VFDs)
in critical drives.
(e) VVFD in Cement mill product elevator has been
installed at Panagarh Cement Plant to reduce (f) Arresting of false air leakages along the circuit.
cement mill power consumption;
(g) Improvement in blasting practices in mines to
(f) Redesigning of mines haul roads & ramps and reduce explosives consumption - like usage of
enhancing load factor of dumpers to reduce plastic liner in blast holes.
diesel consumption;
(ii)
STEPS TAKEN FOR UTILIZING ALTERNATE
(g) Debottlenecking of crusher output by optimizing SOURCES OF ENERGY
mining operation, which in turn helped to reduce
crusher power consumption; (a) Alternate fuel – Liquid solvent firing system
has been installed at Risda Cement Plant to
(h) Circulating fluidized bed combustion boiler substitute coal/pet coke.
(CFBC boiler) installed in Risda Cement Plant
and CPP produce power at low heat rate (~3000 (b) Mineral gypsum (naturally occurring mineral)
kCal/kWh) & negligible water loss; addition in cement is being substituted, to the
extent of 100% by phosphogypsum (by-product
(i) High-momentum burner has been installed of fertilizer industry) in Portland Pozzolana
in kiln at Risda Cement Plant to save fuel Cement (“PPC”) at Risda Cement Plant &
consumption by ~7-8 Kcal/kg clinker; Bhabua Cement Plant.
(j) Installation of VVFD in coal conveying blower to (c) Fly ash (byproduct of power plants) addition
reduce coal consumption; enhanced to maximum permissible limit
i.e.35% in PPC and slag (byproduct of steel
(k) Changing from Delta to Star connection for packer
plants) addition improved to 69% in Portland
and other auxiliaries at Bhabua Cement Plant;
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Slag Cement (“PSC”) – thereby reducing clinker (i) VFDs in major drives – Power consumption
consumption and efficiently disposing other optimization;
industry byproducts.
(j) Portable Screen installation in mines pit for LSF
(d) PPC fly ash substitution of 34.7% and PSC slag improvement of limestone and enhancement of
substitution of 66% at Jajpur Cement Plant. mines life;
(iii)
THE CAPITAL INVESTMENT ON ENERGY (k) Cardox system for cleaning of silos, cyclones
CONSERVATION EQUIPMENTS – J27.30 lakhs and hoppers at Risda Cement plant to ensure
safety;
B. Technology absorption: (l) Online condition monitoring system installation
for critical gearboxes at Risda Cement Plant,
(i) EFFORTS MADE TOWARDS TECHNOLOGY
Panagarh Cement Plant & Jajpur Cement Plant;
ABSORPTION
(m) CCTV cameras in plant premises for better
(a) WHRS – Power generation of 12 MW from waste
security system.
heat in clinkerisation process;
(ii)
BENEFITS DERIVED LIKE PRODUCT
(b) Robotic Lab in Risda Cement Plant & latest
IMPROVEMENT, COST REDUCTION, PRODUCT
version of testing equipment like XRF, XRD,
DEVELOPMENT OR IMPORT SUBSTITUTION
Particle Size Distribution (PSD) testing
machines, pelletizing machines in all the plants (a) Improvement in product quality and customer
for highest level of precision and accuracy in satisfaction;
quality checks;
(b) Substitution of scare fuel like coal;
(c) Cross bar Clinker Cooler - high heat recuperation
efficiency; (c) Reduction in specific energy consumption;
(d) CFBC Boilers in CPP results in low heat rate and (d) Use of waste material as substitution of natural
negligible water loss; raw material;
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
II. Changes in Economic Environment and Industry • Continued to focus on sourcing of cheaper and
Dynamics new alternative raw materials, which meet the
Company’s quality standards.
Associated Risks:
• Closely monitoring the commodity market for
• The Slowdown in the economy and muted all key commodities to optimize sourcing costs.
infrastructural growth can have a significant
impact on the demand in cement industry. Also, • Outlining and implementing a sustainability
fluctuation in the foreign exchange rates may agenda for the Company, which focuses on
impact the Company’s financial condition and reducing the carbon foot print.
operations.
IV. Changes in the Regulatory Environment
• Delays in implementation and cost overruns in
capacity expansion plans. Associated Risks:
• Experiencing supply disruptions, unforeseen • The operations of the Company are exposed to a
costs and demand volatility. range of environmental laws and regulations. In
such an ever-evolving environment of regulatory
Mitigation: framework, non-compliance of any law could
result in increased legal costs for the Company
• Capitalizing on the recent policy implementation and also affect its reputation and profitability.
in the infrastructure sector can help the
Company to boost the demand of its product • Stringent laws release by Central Ground Water
and improve profitability of the business. Authority (“CGWA”) and its monitoring.
• The Company’s emphasis on providing quality • Changes in the mining rules and royalty payable
and innovative products and services to its by the Company as well as the new Mines and
customers that address need gaps in the Minerals (Development and Regulation) Act.
market and helps to minimize the risk of market
fluctuations. • Using hazardous waste material in operations.
• Developed capabilities in plants to consume • Developing fuel flexibility to run the Company’s
all types of wastes including the hazardous kilns without pet coke.
industrial wastes, alternate fuel; thereby
• Strictly following all the SOPs for the usage of
promoting environmental sustainability and
hazardous materials and government guidelines.
mitigating risk of high raw material prices.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
• Maintaining a good relationship with the The Revenue from Operations (net of taxes) of your Company
workforce and providing them a harmonious increased by 23.65% on a Y-o-Y basis; while EBITDA increased
working environment. by 17.36% in FY 2020-21 on Y-o-Y basis.
Net Revenue from Operations (Rs. Cr) Earnings before interest, tax, depreciation and amortization*
/ EBITDA (Rs. Cr)
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Financial Highlights
(H in crores)
Description FY’21 FY’20 % Change
Ratio Analysis
(H in crores)
Particulars FY’21 FY’20 Variance (%)
Details of any change in Return on Net Worth/Profitability as compared to the immediately previous financial year along
with a detailed explanation thereof.
Technical Performance
In FY 2020-21, your Company achieved cement production of 5,666 KT (4,680 KT in previous year excluding production from
trial run) and clinker production of 3,200 KT (3,200 KT in previous year).
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Cement sales volume was 5,929 KT compared 4,606 KT During the year under review, your Company’s net cash
(excluding sales from trial run production) for the previous inflow was Rs. 29.56 crores as compared to outflow of Rs.
year. The average selling price (NODT net of taxes) decreased 134.09 crores in the previous year. Cash flow from operating
to Rs. 4,091/T in FY 2020-21 as compared to Rs. 4,150/T activities was higher at Rs. 541.47 crores in the year under
in FY 2019-20. review as compared to Rs. 385.71 crores in the previous year.
Your Company paid interest and finance cost of Rs. 290.37
Particulars UOM FY’21 FY’20 Variance (%) crores in the current year as compared to Rs. 255.84 crores
in the previous year.
Sales Volume
(H in crores)
- Cement KT 5,929 4,606 28%
Average Selling Description FY’21 FY’20
Price (ASP)**
Cash flow from operations 455.79 384.07
- Cement Rs/T 4,091 4,150 -1%
Income tax 1.42 0.32
*Sales Volume and price above includes intercompany transfer (Increase)/decrease in working 84.27 1.32
**Net of taxes capital
Net Cash from Operating 541.48 385.71
Activities
Power and Fuel
Capex (65.46) (189.67)
Power and fuel costs (excluding Sale to Traded goods) of (Purchases) / Sale of Current (73.92) -
your Company have decreased by 20% from Rs. 979/T in FY Investment
2019-20 to Rs. 785/T in FY 2020-21. Power cost reduced Loans (given) / repaid to Bodies - 29.58
mainly due to the lower CPP coal cost at the integrated plant Corporate
and as well as reduction in the power rate at all grinding (Purchases) / Sale of Fixed 31.19 0.82
units. Reduction in fuel cost is mainly due to decrease in coal Deposits
prices compared to the previous year. Interest received 3.00 4.98
Net Cash used in Investing (105.19) (154.29)
Freight and Forwarding Activities
Long term borrowings (105.87) (124.91)
For cement operations, the freight and forwarding cost Short term borrowings 1.47 24.92
(excluding sale to NVCL) decreased by 3%, from Rs. 1,357/T Principal payment of lease (11.96) (9.67)
in the previous year to Rs. 1,310/T in the current year mainly liabilities
due to i) Increase in direct ratio ii) Increase in volume from Payment of interest & financing (290.37) (255.84)
Grinding units iii) Cross sourcing volume from NVCL plants. cost
Net Cash used in Financing (406.73) (365.50)
Employee Benefit Expenses
Activities
The Company believes that its human resources are of prime
importance and due emphasis is given to skill development Net Increase/(Decrease) in Cash 29.56 (134.08)
and retention. The increase in employee cost was primarily Opening cash & bank balances 47.85 181.93
Additions through business - -
on account of normal annual increment, which was in line
combinations
with the industry.
Closing cash & bank balances 77.41 47.85
Finance Cost (Net) Closing current investments 74.04 -
Total cash & current 151.45 47.85
Finance cost increased to Rs. 304.43 crores in FY 2020-21 investments
from Rs. 280.03 crores in FY 2019-20 mainly due to finance
cost of Rs. 31.98 crores pertaining to expenditure in Jajpur
Cement Plant charged to revenue in the FY 2020-21 as Internal Control Systems and their Adequacy
against capitalisation of Rs. 29.18 crores in FY 2019-20.
The Company has in place adequate internal financial
Loan Funds controls commensurate with the size and complexity of
its operations. Controls were tested during the year and
During the year Company has repaid Term loans of Rs. 143 no reportable material weakness in the operations or in
crores, LAS Loan of Rs. 157 crores, inter-corporate deposits the design were observed. These controls are periodically
of Rs. 760.07 crores and taken unsecured loan of Rs. 950.01 revisited to ensure that they remain updated to the change
crores from holding company. in environment.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Board has laid down Internal Financial Controls and In addition to interacting with its employees on a number
believes that the same are commensurate with the nature of platforms like the cascade sessions, quarterly town halls,
and size of its business. Based on the framework of internal and one-on-one interactions; the Company’s leadership also
financial controls, work performed by the internal, statutory believes in receiving feedback through a structured medium.
and external consultants, including audit of internal financial Consequently, conducted engagement survey in January that
controls over financial reporting by the Statutory Auditors, achieved a participation level of 80%. The findings were
and the reviews performed by the Management and the Audit shared with the employees and will comprise the blueprint
Committee, the Board is of the opinion that the Company’s for the organisation that will accomplish ‘Mission 25’, and
internal financial controls were adequate and effective during get the Company recognised as the Best Building Materials
FY 2020-21 for ensuring the orderly and efficient conduct of Company in India.
its business including adherence to the Company’s policies,
the safeguarding of its assets, the prevention and detection Industrial Relations: With an endeavour to build a culture
of frauds and errors, the accuracy and completeness of of Trust and Transparency across all levels; the Company
accounting records and timely preparation of reliable extends the Principle of Equity to all its employees, which
financial disclosures. includes on-roll officers, workers and off-roll contract workers.
The Company is also committed to following all legislations
and compliances, which has helped in maintaining cordial
Material Developments in Human Resources /
relations with the employees at its manufacturing plants and
Industrial Relations Front, including Number of
any associated unions. Any instances of disagreements are
People Employed
addressed in a cordial manner, and every attempt is made to
The Company’s progressive people policies and systems resolve them in the best possible manner.
reflect its strong belief in its employees being its driving force.
Occupational Health and Safety: The Company prioritises
In the year under review, the Company had 963 employees
providing a safe and healthy environment for its employees
working across its various plants and offices in the country.
and all its stakeholders, and took a number of initiatives
Employee Engagement and Talent Development: Despite (shared in the Board’s Report) in order to ensure the safety
the challenging environment, the Company starts its journey of its employees and associates during the pandemic.
towards achieving ‘Mission 25’ goal that was articulated by
the Managing Director.
Cautionary Statement
The Company has introduced a number of projects and
Certain statements in the MDA section concerning future
initiatives to strengthen its foundations, which involve
prospects may be forward-looking statements which involve
developing and streamlining world-class manufacturing and
a number of underlying identified / non-identified risks and
sales processes. It also put into place an aligned annual
uncertainties that could cause actual results to differ materially.
appraisal and target-setting process and introduced variable
In addition to the foregoing changes in the macro-environment,
pay at DGM and above level which is clearly linked to employee
global pandemic like COVID-19 may pose an unforeseen,
performance; thereby reiterating its commitment to driving
unprecedented, unascertainable and constantly evolving risk(s),
a performance culture that is transparent and challenging
inter-alia, to the Company and the environment in which it
to propel the Company to its mission. The Company also
operates. The results of these assumptions made, relying on
provides a congenial work environment to all its employees,
available internal and external information, are the basis for
which is free from discrimination and harassment, including
determining certain facts and figures stated in the report. Since the
sexual harassment. It provides equal opportunities of
factors underlying these assumptions are subject to change over
employment to all; without regard to their caste, religion,
colour, marital status and gender. time, the estimates on which they are based are also subject to
change accordingly. These forward-looking statements represent
As an organisation that is strongly driven by its people; it only the Company’s current intentions, beliefs or expectations,
is important to continuously engage with the employees and any forward-looking statement speaks only as of the date
by various means to understand their aspirations, know on which it was made. The Company assumes no obligation to
their views on various aspects of the company, as well as revise or update any forward-looking statements, whether as a
identify the areas of improvement for building its culture. result of new information, future events, or otherwise.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Detailed profiles of the Directors are available on the As on March 31, 2021, as per Section 203 of the Act,
Company’s website www.nuvoco.com. The composition of Mr. Jayakumar Krishnaswamy, Managing Director,
the Board during the year under review was in conformity Mr. Rajiv Ranjan Thakur, Chief Financial Officer and
with the provisions of the Companies Act, 2013 (the “Act”), Ms. Nupur Burman, Company Secretary are holding office as
as amended from time to time. None of the Directors on Key Managerial Personnel (“KMP”) of the Company.
the Board hold directorship in more than 20 (twenty)
companies, including 10 (ten) public companies, pursuant The composition of the erstwhile Board, the number of
to the provisions of the Act. directorship (including the Company) and committee
chairmanship/membership held by them in all public
The Independent Director has confirmed that he meets the companies, attendance at the Board meetings (prior to the
criteria of independence, as mentioned in Section 149(6) of acquisition of the Company by NVCL) and at 13th Annual
the Act. The maximum tenure of the Independent Director is General Meeting (“AGM”) and their shareholding as on July
in compliance with the provisions of the Act. 13, 2020 are as given below:
Name of the Director and Category of the No. of Attendance Directorship Committee positions No. of
Director Identification Director Board at the 13th (1) as on (1) & (2) held till Equity Shares
Number Meetings AGM held March 31, 2021 July 21, 2020 held in the
Attended on June 29, Chairman Member Company as on
till July 2020 July 13, 2020
21 2020
(1) Excludes directorships in Private Companies, Foreign companies, Section 8 companies and alternate directorships.
The Company has relied on the disclosures received from the respective Directors under Section 184 of the Act, for
classification of companies as private or public
(2) Only two committees viz. Audit Committee and Stakeholders Relationship Committee of the Company are considered
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The composition of the Board, the number of directorship (including the Company) and committee chairmanship/membership
held by them in all public companies, attendance at the Board meetings (post the acquisition of the Company by NVCL) and
at 13th Annual General Meeting (“AGM”) and their shareholding as on March 31, 2021 are as given below:
Name of Category of the No. of Board Attendance Directorship(1) Committee position No. of Equity
the Director Directors Meetings at the 13th as on March (1) and (2) from July Shares held in
and Director attended AGM held 31, 2021 21, 2020 till March 31, the Company as
Identification w.e.f July on June 29, 2021 on March 31,
Number 21, 2020 2020 Chairman Member 2021
krishnaswamy** Director
DIN: 02099219
Manan Shah Non-Executive 5 N.A 1 1 - 1$
DIN: 08793243 Director
Shruta Sanghavi Non-Executive 5 N.A 1 - 1 -
DIN: 08803625 Director
Vivek Chawla*** Non-Executive 5 Yes 2 - 1 -
DIN:02696336 Director
Berjis Desai¥ Non-Executive - - - - - -
DIN:00153675 Independent
Director
(1) Excludes directorships in Private Companies, Foreign companies, Section 8 companies and alternate directorships. The Company has relied on the
disclosures received from the respective Directors under Section 184 of the Act, for classification of companies as private or public
(2) Only two committees viz. Audit Committee and Stakeholders Relationship Committee of all public limited companies are considered
**Appointed as Non-Executive Director w.e.f. July 21, 2020 and re-designated and appointed as Managing Director and Key Managerial Personnel
w.e.f. December 02, 2020.
***Ceased to be Whole-time Director & CEO w.e.f December 01, 2020 and re-designated and appointed as Non-Executive Director w.e.f.
December 02, 2020. During FY 2020-21, he attended all the meetings
$
Share held as nominee of Nuvoco Vistas Corporation Limited
¥ Appointed as Non-Executive Independent Director w.e.f. April 14, 2021
The Board meets at least once in every calendar quarter and The Board periodically reviews the strategy, annual business
4 (four) times in a year with a maximum time gap of not plan, annual operating and capital expenditure budgets,
more than 120 days (one hundred and twenty days) between investments and exposure limits, compliance report of
two consecutive meetings. Dates for the Board meetings are all laws applicable to the Company, review of major legal
decided well in advance and communicated to the Directors. matters, adoption of annual results of the Company,
In case of exigencies or urgency of matters, resolutions are major accounting provisions and write offs, corporate
passed by circulation, for such matters as permitted by structuring, minutes of the committee meetings, details of
the Act. The Board takes note of the resolutions passed by any acquisition, joint venture or collaboration agreements,
circulation at its subsequent meeting. Additional meetings transactions pertaining to purchase or disposal of property,
of the Board are held as and when deemed necessary. development in Human Resource/Industrial Relations.
The important decisions taken at the Board or Committee
The agenda of the meetings along with the explanatory meetings are communicated to the concerned business
notes and relevant papers are circulated well in advance verticals/departments promptly for their immediate action.
to the Directors to enable them to take informed decisions The Action Taken Report on the decisions taken/suggestions
at the meetings. The Company Secretary monitors Board made at previous meetings are placed at the subsequent
and Committee proceedings in line with the applicable meeting of the Board or Committee for its review. The Board
provisions of the Act and the Secretarial Standards issued and Committees are responsible for corporate strategy,
by the Institute of Company Secretaries of India to ensure planning, external contracts and related matters. The Senior
the compliances. Further, the decisions of the meetings are Management Personnel heading respective divisions are
properly recorded in the minutes and actions on the same responsible for day-to-day operations of their divisions.
are monitored regularly. The Managing Director apprises the
Board at the meeting about the overall performance of the As a cost saving measure and optimal utilization of the time of
Company, followed by presentations on business operations Directors, the Company provides a video conferencing facility
on a regular basis. as permitted under Section 173(2) of the Act read with Rules
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
framed thereunder. In view of the current pandemic situation various laws, statutes, rules and regulations applicable to the
caused by COVID-19, Ministry of Corporate Affairs (“MCA”) Company from time to time. The Committees also focus on
has allowed companies to transact all businesses at board critical functions of the Company in order to ensure smooth
meetings conducted through Video Conferencing (“VC”) or and efficient business operations. The Board is responsible for
Other Audio Visual Means (“OAVM”). Accordingly, during the constituting, assigning, co-opting and fixing the composition
year under review, meetings of the Board and its Committees and the terms of reference of these committees in line with
were conducted through VC. the extant regulatory requirements. The Committees meet at
regular intervals for deciding various matters and providing
During the year under review, 8 (Eight) meetings of the recommendation and authorizations to the management for
Board were held on June 24, 2020, July 14, 2020, July 15, its implementation. The draft minutes of the proceedings of
2020, July 21, 2020, August 13, 2020, November 4, 2020, each Committee meeting are circulated to the Members of
November 26, 2020 and February 4, 2021. The requisite the respective Committees for their comments, if any, and
quorum was present at all the meetings. thereafter confirmed and signed by the Chairman of the
respective Committees. The Board also takes note of the
Board Effectiveness Evaluation:
minutes of the meetings of the Committees, and material
Pursuant to the provisions of the Act, performance evaluation recommendations/decisions of the Committees are placed
of the erstwhile Board, its Committees and individual before the Board for their approval and information.
Directors, was conducted during the year. For details
The following Statutory Committees have been constituted
pertaining to the same, kindly refer to the Board’s Report.
by the Board and were in force during the year under review:
Appointment/Re-appointment of Directors:
1. Audit Committee
As required under the Secretarial Standard on General 2. Nomination and Remuneration Committee
Meetings, a brief profile and other details of the Directors 3. Corporate Social Responsibility Committee
seeking appointment/re-appointment are given in the Notice
convening the 14th AGM of the Company.
AUDIT COMMITTEE
Meeting of Independent Directors:
As on March 31, 2021, the Audit Committee comprises 3
During the year under review, Independent Directors meeting (three) Non-Executive Directors and who are well versed
in accordance with the provisions of Section 149(8) read with finance, accounts, corporate laws and general business
with Schedule IV of the Act and Secretarial Standard on practices. The Audit Committee functions according to Section
meetings of the Board of Directors was convened on June 24, 177 of the Companies Act, 2013. The Board has adopted a
2020 (i.e. prior to the acquisition), wherein all Independent terms of reference of the Audit Committee for its functioning,
Directors as on that date were present. At the meeting, the which defines its composition, authority, responsibilities and
Independent Directors: reporting functions. The Audit Committee functions according
to the said terms of reference. All the items listed in Section
i. Reviewed the performance of Non-Independent Directors 177 of the Act are covered in the terms of reference. The
and the Board as a whole; terms of reference are reviewed from time to time to maintain
conformity with the regulatory framework. The Committee
ii. Reviewed the performance of the Chairman of the
acts as a link between the Statutory, Cost and Internal Auditors
Company as on that date, taking into account the views
and the Board of the Company.
of Executives & Non-Executive Directors;
The Committee is formed to discharge the below
iii. Assessed the quality, quantity and timeliness of flow of
responsibilities as per the provisions of the Act:
information between the Company, management and the
Board that is necessary for the Board to effectively and (i) Oversee the financial reporting process and the
reasonably perform their duties. disclosure of financial information relating to the
Company to ensure that the financial statements are
The Non-Independent Directors did not take part in the
correct, sufficient and credible.
meeting.
(ii)
Recommend the appointment, re-appointment,
COMMITTEES OF THE BOARD replacement, remuneration and terms of appointment
of auditors of the Company and fixation of the audit fee.
The Board has constituted 3 (three) statutory committees
comprising Executive and Non-Executive Directors to discharge (iii) Approve the payment to statutory auditors for any other
various functions, duties and responsibilities cast under the services rendered by the statutory auditors.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(iv) Review with the management, the annual financial (xiii) Review the adequacy of internal audit function, if any,
statements and auditor's report thereon before including the structure of the internal audit department,
submission to the Board for approval, with particular staffing and seniority of the official heading the
reference to: department, reporting structure coverage and frequency
of internal audit.
a. Matters required to be included in the Director’s
Responsibility Statement to be included in the (xiv) Discuss with internal auditors of any significant findings
Board’s report in terms of Section 134(3)(c) of the and follow up there on.
Act;
(xv) Review the findings of any internal investigations by the
b. Changes, if any, in accounting policies and practices internal auditors into matters where there is suspected
and reasons for the same; fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter
c. Major accounting entries involving estimates based
to the Board.
on the exercise of judgment by management;
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
f. Statement of deviations in terms of the SEBI Listing Representatives of the Statutory Auditors are generally invited
Regulations: to attend the Meetings of the Committee. The Internal Auditor,
M/s Singhi & Co. (Firm Registration No. 302049E), also attends
(a) Quarterly statement of deviation(s) including
report of monitoring agency, if applicable, and participates in all the meetings of the Committee. The
submitted to stock exchange(s) where the Equity Chief Financial Officer of the Company is a permanent invitee
Shares are proposed to be listed in terms of the to the Audit Committee Meetings. The Company Secretary of
SEBI Listing Regulations; the Company acts as Secretary to the Committee.
(b) Annual statement of funds utilised for purposes M/s MSKA & Associates (‘MSKA’), Chartered Accountants,
other than those stated in the offer document/ have carried out the Statutory Audit for FY 2020-21. The
prospectus/notice in terms of the SEBI Listing Chairman of the Audit Committee briefs the Board about
Regulations. the significant discussions at the Audit Committee meetings.
The minutes of each of the Audit Committee Meeting are
(xxiii) Carry out any other functions required to be carried
placed in the next meeting of the Board.
out by the Audit Committee in terms of applicable law.
The Composition of the Audit Committee and attendance at NOMINATION AND REMUNERATION COMMITTEE
its meetings are as follows:
As on March 31, 2021, the Nomination and Remuneration
During the year under review, 4 (Four) meetings of the
Committee comprises 3 (three) Non-Executive Directors. The
Committee were held - 1 (one) meeting was held on June 24,
composition and role of the Nomination and Remuneration
2020 i.e prior to the acquisition of the Company by NVCL and
Committee are in line with Section 178 of the Act. The
post-acquisition of the Company by NVCL, 3 (three) meetings
Company Secretary of the Company acts as Secretary to the
were held on August 13, 2020, November 4, 2020 and February
Committee.
4, 2021 and the gap between two consecutive meetings of the
Committee did not exceed one hundred and twenty days. The Board has adopted the terms of reference of the
Prior to Acquisition Nomination and Remuneration Committee to provide
assistance to the Board in fulfilling its oversights
Name of the Category No. of responsibility relating to:
Member Meetings
Attended (i) Formulating the criteria for determining qualifications,
positive attributes and independence of a director
Charan Das Arha* Independent Director 1 and recommend to the Board, a policy relating to the
Mamta Binani* Independent Director 1 remuneration of the directors, key managerial personnel
Ram Krishna Non-Executive Director 1 and other employees (“Remuneration Policy”).
Agarwal*
Rajiv Mundhra* Independent Director 1 (ii) Formulating the criteria for evaluation of independent
*Ceased to be a Member w.e.f. July 21, 2020 directors and the Board.
Name of the Category No. of (iv) Identifying persons who are qualified to become directors
Member Meetings and who may be appointed in senior management in
Attended accordance with the criteria laid down, and recommend
to the Board their appointment and removal and carrying
Jayakumar Managing Director$ 2 out evaluation of every director’s performance (including
Krishnaswamy** independent director).
Manan Shah*** Non-Executive Director 3
Shruta Sanghavi*** Non-Executive Director 3 (v) Assessing whether to extend or continue the term of
Vivek Chawla**** Non-Executive Director# 1 appointment of the independent director, on the basis
** Appointed as a Member w.e.f July 21, 2020 and ceased to be a Member of the report of performance evaluation of directors.
w.e.f. November 26, 2020
*** Appointed as a Member w.e.f .e.f. July 21, 2020 (vi) Recommending the board, all remuneration, in whatever
**** Appointed as a Member w.e.f. November 26, 2020 form, payable to senior management.
#
Ceased to be Whole-time Director & CEO w.e.f December 01, 2020 and re-
designated and appointed as Non-Executive Director w.e.f. December 02, 2020 (vii)
Carrying out any other functions required to be
$
Appointed as Non-Executive Director w.e.f July 21, 2020 and re-
undertaken by the Nomination and Remuneration
designated and appointed as Managing Director and Key Managerial
Personnel w.e.f. December 02, 2020
Committee under applicable law.
302
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Composition of Nomination and Remuneration (ii) Formulating criteria for determining qualifications,
Committee and Attendance at its Meetings are as follows: positive attributes and independence of a director
and recommend to the Board a policy, relating to the
During the year under review, 4 (Four) meetings of the remuneration for the Executives.
Committee were held on July 21, 2020, August 13, 2020,
November 4, 2020 and November 26, 2020 i.e post (iii)
Identifying persons who are qualified to become
-acquisition of the Company by NVCL directors and who may be appointed as KMP and SMP
in accordance with the criteria laid down in this policy,
Name of the Category No. of recommend to the Board their appointment and removal
Member Meetings and carry out evaluation of every director’s performance.
Attended
(iv) Formulating terms for cessation of employment and
Aditya Vardhan Non-Executive Director 1 ensure that any payments made are fair to the individual
Agarwal* and the company, that failure is not rewarded and that
Charan Das Arha* Independent Director 1 the duty to mitigate loss is fully recognized.
Mamta Binani* Independent Director 1
Jayakumar Managing Director$ 3 (v) The Committee shall:
krishnaswamy** a. Review the ongoing appropriateness and relevance
Manan Shah*** Non-Executive Director 3
of the remuneration policy.
Shruta Sanghavi*** Non-Executive Director 3
Vivek Chawla**** Non-Executive - b. Ensure that all provisions regarding disclosure of
Director# remuneration, including pensions, are fulfilled.
*Ceased to be a Member w.e.f. July 21, 2020 c. Obtain reliable, up-to-date information about
** Appointed as a Member w.e.f. July 21, 2020 and ceased to be a Member remuneration in other companies.
w.e.f. November 26, 2020 d. Ensure that no director or executive is involved in
*** Appointed as a Member w.e.f. July 21, 2020 any decisions as to their own remuneration.
**** Appointed as a Member w.e.f. November 26, 2020
#
Ceased to be Whole-time Director & CEO w.e.f December 01, 2020 and
Remuneration of Directors:
re-designated and appointed as Non-Executive Director w.e.f. December
02, 2020 Non-Executive Directors
$
Appointed as Non-Executive Director w.e.f. July 21, 2020 and re-
A sitting fee of H 30,000/- was paid to the Non-Executive
designated and appointed as Managing Director w.e.f. December 02, 2020
Director for attending each meeting of the Board of Directors,
Remuneration Policy and its Salient Features: H 15,000/- was paid for attending each meeting of the Audit
Committee, Nomination & Remuneration Committee, Corporate
The Company has in place a Remuneration Policy for Social Responsibility Committee and H 20,000/- for separate
Directors, Key Managerial Personnel (“KMP”) and Senior meeting of Independent Directors. The sitting fee paid/payable
Management Personnel (“SMP”) of the Company, in to the Non-Executive Directors is excluded while calculating
accordance with the provisions of the Act. It outlines the role the limits of remuneration in accordance with Section 197 of
of the Nomination and Remuneration Committee, inter alia, the Act. The Company also reimburses out-of-pocket expenses
for laying down the criteria for determining qualifications, incurred by Directors for attending the meetings.
positive attributes and independence of a director and for
providing framework for remuneration paid to the Directors, At the Board Meeting held on August 13, 2020, Mr. Jaykumar
Key Managerial Personnel (“KMP”) and Senior Management Krishnaswamy, Mr. Manan Shah and Ms. Shruta Sanghavi,
Personnel (“SMP”) of the Company. Non-Executive Directors, had voluntarily waived off the
sitting fees for attending the Board & Committee meetings.
The Remuneration Policy is available on the Company’s website
www.nuvoco.com With effect from November 26, 2020, Mr. Jaykumar
Krishnaswamy was re-designated and appointed as the
In accordance with the Policy, the responsibilities of Managing Director of the Company without any remuneration.
Nomination and Remuneration Committee, inter alia, include:
Subsequent to the year under review, the Board at its
(i) Formulating framework and/or policy for remuneration, Meeting held on April 14, 2021, approved the payment of
terms of employment and any changes, including service commission to Mr. Berjis Desai, Independent Director and
contracts, remuneration, policy for and scope of pension Mr. Vivek Chawla, Non-Executive Director of the Company
arrangements, etc. for Executives and reviewing it on a w.e.f. April 1, 2021 based on number of Board Meetings
periodic basis; attended by them.
303
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
A disclosure of all the pecuniary relationships/transactions The CSR policy is hosted on the Company’s website
of the Non-Executive Directors with the Company have been www.nuvoco.com.
made under the head ‘Related Party Disclosures’ forming
part of Notes to the Audited Financial Statements contained The Composition of CSR Committee and Attendance at its
in the Annual Report. The Nomination and Remuneration Meeting are as follows:
Committee and the Board reviews the performance of the
During the year under review, 1 (One) meeting of the
Non-Executive Directors on an annual basis.
Committee was held prior to the acquisition of the Company
Details of Remuneration paid to the Non-Executive by NVCL on June 24, 2020.
Directors:
Name of the Category No. of
(H in crores)
Member Meetings
Name of the Director1 Sitting Fees1 Attended
Aditya Vardhan Agarwal 0.02 Aditya Vardhan Non-Executive Director 1
Charan Das Arha 0.01 Agarwal*
Mamta Binani 0.02 Mamta Binani* Independent Director 1
Ram Krishna Agarwal 0.01 Ram Krishna Non-Executive Director 1
Rajiv Mundhra 0.01 Agarwal*
Sundaram Balasubramanian 0.01
*Ceased to be Director w.e.f. July 21, 2020
¹From April 1, 2020 till July 21, 2020. Ceased to be Directors w.e.f July
21, 2020 The Composition of CSR Committee post acquisition
Executive Chairman and Whole Time Director & CEO Name of the Category No. of
Member Meetings
The Company paid remuneration by way of salary, benefits,
Attended
perquisites and allowances being fixed component along
with components to the Executive Chairman & Whole-time Jayakumar Managing Director$ -
Director & CEO. Increments were recommended by the Krishnaswamy*
Nomination and Remuneration Committee. Manan Shah* Non-Executive Director -
Shruta Sanghavi* Non-Executive Director -
Details of Remuneration paid to the Executive Chairman Vivek Chawla* Non-Executive -
and Whole Time Director & CEO are as given below: Director#
(H in crores) * Appointed as a Member w.e.f. July 21, 2020
Name of the Director Salary, $ Appointed as Non-Executive Director w.e.f. July 21, 2020 and re-
Allowance, Bonus designated and appointed as Managing Director w.e.f. December 02, 2020
and Perquisites # Ceased to be Whole-time Director & CEO w.e.f. December 01, 2020 and
re-designated and appointed as Non-Executive Director w.e.f. December
Manish Goenka (Executive Chairman) 0.52² 02, 2020
Vivek Chawla 4.31³
(Whole Time Director & CEO) COMPANY SECRETARY
2
From April 1, 2020 to July 21, 2020. Ceased to be Director w.e.f. July
21, 2020 Ms. Nupur Burman, Company Secretary, can be contacted
3
From April 1, 2020 to December 1, 2020. Re-designated and appointed
at: NU Vista Limited, DLF IT Park 1, Tower C, 10th Floor, 08
as Non-Executive Director w.e.f. December 02, 2020 Major Arterial Road, New Town (Rajarhat), Kolkata - 700156
and e-mail: nupur.burman@nuvoco.com.
As on March 31, 2021, the CSR Committee comprises 4 The Company has in place a comprehensive Code of Business
(four) Directors, of which 1 (one) is Managing Director and Conduct (“Code”) which is applicable to all the Directors of
3 (three) Non-Executive Directors. The composition and role the Company whether executive or non-executive including
of the CSR Committee are in line with Section 135 of the Act nominee directors and all Functional Heads (HoD’s) such
and Rules framed thereunder. The Company Secretary of the as Accounts & Finance Head, HR Head, Sales Head, Branch
Company acts as Secretary to the Committee. Head, Procurement Head, Marketing Head, Production Head,
304
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Company Secretary and such other similar personnel. The Code lays down the rules to be followed for ensuring compliance
with the laws while carrying out the duties, preventing conflict of interest in a given professional engagement, ensuring health
and safety, protecting the Company’s assets and resources. Violation of the Code may lead to disciplinary action against the
employees and officers of the Company.
Location, date and time of the Annual General Meetings held during the preceding 3 (three) years and the Special Resolutions
passed thereat are as follows:
13th Annual June 29, 2020 at Emami Tower, 687, Anandapur, None
General Meeting 11.30 a.m. E.M. Bypass, Kolkata - 700107
12th Annual September 11, Emami Tower, 687, Anandapur, (a) Revision of Remuneration of Mr. Vivek
General Meeting 2019 at 04.00 p.m. E.M. Bypass, Kolkata - 700107 Chawla Whole-time Director & CEO
(DIN: 02696336)
11th Annual August 17, 2018 at Acropolis, 15th Floor, 1858/1, (a) Appointment & Fixation of Remuneration
General Meeting 11.00 a.m. Rajdanga Main Road, Kasba, of Mr. Manish Goenka (DIN: 00363093)
Kolkata-700107 as a Whole-time Director, designated as
Executive Chairman
(b) Revision of Remuneration of Mr. Vivek
Chawla Whole-time Director & CEO
(DIN: 02696336)
2 (Two) Extra-Ordinary General Meetings were convened during the year under review for the purpose as detailed below:
May 31, 2020 at 11.30 a.m. Via Video Conference Approval for change in name of the Company
August 17, 2020 at 2.30 p.m. Via Video Conference Shifting of Registered Office of the Company from
Kolkata, West Bengal to Mumbai, Maharashtra
305
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
b. Financial Year
The Company’s accounting year comprises a 12 month period from April 1 to March 31. No dividend is announced nor
recommended by the Board for FY 2020-21.
The Company’s 100% equity shares are in dematerialized form and are transferable through the depository system of
NSDL. The Registrar and Share Transfer Agent of the Company is KFin Technologies Private Limited.
ISIN
The details of Credit Ratings obtained by the Company have been disclosed in the Board’s Report which forms part of this
Annual Report.
For any grievances/complaints/correspondence, the Members may contact at the following addresses:
* The shareholding of Nuvoco Vistas Corporation Limited includes the shares held by 6 individual members holding 1 share each as its nominee.
g. Plant Locations
Cement Plants:
Risda Cement Plant Baloda Bazar, Suhela Road, Risda, Chhattisgarh 493332
Panagarh Cement Plant Plot No. B5A, B6 & B8, Panagarh Industrial Park of WBIDC Block
Aushgram - 2, West Bengal 713148
Jajpur Cement Plant Kalinganagar Industrial Complex, Tehsil - Danagadi, Jajpur district,
Badsulidihi, Odisha 755026
Bhabhua Cement Plant 1644, Bheriya Road, Durgauti, Kulharia, Bihar 821105
306
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
a. Disclosures on materially significant Related Party Pursuant to the provisions of the Act, the Financial
Transactions that may have potential Conflict with the Statements of the Company have been prepared in
interests of the Company at large: accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting
During the year under review, all the related party Standards) Rules, 2015 as amended from time to time.
transactions that were entered into were on an arm’s
length basis and in the ordinary course of business, d. Confirmation by the Board of Directors’ acceptance of
and there were no transactions of material nature with Recommendations of Committees:
the Promoters, Directors, Key Managerial Personnel,
During the year under review, the Board has accepted all
and Senior Management Personnel that had potential
recommendations received from all its Committees.
conflict with the interest of the Company at large.
e. Disclosures in relation to the Sexual Harassment of
The details of the transactions with the related parties
Women at Workplace (Prevention, Prohibition and
are placed before the Audit Committee on a quarterly
Redressal) Act, 2013
basis in compliance with the provisions of Section 177
of the Act and Rules framed thereunder. Details of The Company has in place an Anti-Sexual Harassment
related party transactions are disclosed in the notes to Policy in line with the requirements of the Sexual
the Financial Statements as per the applicable Indian Harassment of Women at Workplace (Prevention,
Accounting Standards. Prohibition and Redressal) Act, 2013. The Complaints
Committee redresses the complaints received regarding
b. Whistle blower Policy:
sexual harassment of women at workplace. All employees
The Company has adopted a Whistle Blower Policy are covered under this Policy.
and established the necessary Vigil Mechanism, which
Disclosures in relation to the Sexual Harassment of
is in line with Section 177 of the Act. Pursuant to the
Women at Workplace (Prevention, Prohibition and
Policy, the Whistle blower can raise concerns relating
Redressal) Act, 2013 are as follows:
to malpractices, misuse or abuse of authority, fraud
or suspected fraud, instances of leakage of UPSI or - number of complaints filed during the financial year
suspected leakage of UPSI, violation of company rules, – Nil
manipulations, negligence causing danger to public
health and safety, misappropriation of monies, and - number of complaints disposed of during the
other matters or activity on account of which the interest financial year – Nil
of the Company is affected and formally reported by
whistle blowers concerning its employees. - number of complaints pending as on end of the
financial year – Nil
Further, the mechanism adopted by the Company
encourages the Whistle blower to disclose the Reportable During the year under review, no complaints of sexual
Matters to the Audit Committee, provides for adequate harassment were received.
safeguards against victimization of any Whistle blower,
The Company has submitted its Annual Report on the
who avails of such a mechanism, and also provides for
cases of sexual harassment at workplace to District
direct access to the Chairman of the Audit Committee in
Officer, Kolkata, pursuant to Section 21 of the aforesaid
appropriate or exceptional cases. The Audit Committee
Act and Rules framed thereunder.
supervises the development and implementation of the
Policy. Co-ordination of the investigation of any serious
Protected Disclosures concerning the alleged violation GREEN INITIATIVE
of laws or regulations is the responsibility of the Audit
For the Company, sustainable development is an enduring
Committee. During the year under review, the Company
commitment based on the conviction that there can be no
has not received any complaints under the Whistle Blower
long-term economic development without the preservation
Policy. It is affirmed that no personnel of the Company
of nature. The Company has undertaken several initiatives
has been denied access to the Audit Committee.
307
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The Company is committed to reducing its water footprint CO2 Reduction Initiatives:
through best practices such as rainwater harvesting, reusing
waste water and water recycling. To conserve water resource, The Company has applied measures to reduce carbon
the empty mines pit of Risda and Jajpur cement plants have footprint by reducing the diesel consumption per ton of LS
been converted into RWH pits. At Risda cement plant, 10 from 0.45 to 0.40. There has also been reduction of power
no. of structured bore well are being used for rainwater consumption, as well as clinker factor.
harvesting.
MANAGEMENT DISCUSSION AND ANALYSIS
Use of Alternative Fuels;
The Management Discussion and Analysis Report forms part
Reduction of conventional fuel by using liquid alternate fuel.
of this Annual Report.
Hence reducing Co2 emission in FY22.
308
OUR SUBSIDIARY
- NU VISTA LTD.
FINANCIAL
STATEMENTS
Financial Statements 310
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No
1 Recognition and Recoverability of Incentives Receivable Our audit procedures, in respect of this matter are
from Government of West Bengal described below:
Government of West Bengal has notified fiscal monetary 1. Read the “West Bengal State Support for Industries
incentive under the “West Bengal State Support for Scheme, 2013” (the Scheme) and reviewed the
Industries Scheme, 2013” (‘WBSSIS 2013’) wherein, management’s assessment of eligibility of the
the Company is eligible to claim benefits for setting up a Company to claim incentives as per the Scheme. The
Cement Grinding Unit in Panagarh, West Bengal in form Management has evaluated that the Company meets
of refund of VAT (‘Value Added Tax’) payment made by all the conditions of the Scheme and is eligible to claim
them to the extent of 80% of amount deposited. incentives towards its investment for setting up the new
plant.
The Company has been granted a pre-liminary
registration certificate in 2017 and is currently awaiting 2. Read the Pre-liminary Registration Certificate issued to
a final registration certificate from the Government since the Company by the Director of Industries, Government
then. Further, since the Panagarh plant commenced of West Bengal, and verified other correspondences
operations in November 2017 i.e. under GST regime, the exchanged by the Company with the Commerce &
quantum of incentives depend on the proportion of CGST Industry Department under the Government of West
and/or SGST allowed by the Commerce and Industries Bengal regarding completion of inspection of the unit
Department by amending the WBSSIS 2013 to for issue of final registration certificate.
310
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No
give this effect. Currently, management is accruing the 3. Evaluated the maximum incentive amount which the
value of incentives to the extent of 80% of SGST paid to Company is eligible to claim under the Scheme as per
the government in cash. [Refer Note 53 to the Financial the terms & conditions set forth in the Scheme and
Statements] verified whether the total claims accrued till date are
within the limits of eligible maximum incentive amount.
Total outstanding receivables as at March 31, 2021 is Rs
164.66 crores (including Rs 57.59 crores accrued during 4. Ensured that the total incentives calculated under
the year). the Scheme is accrued correctly by recalculating the
incentive amount and evaluated the estimates and basis
Due to the level of judgement relating to recoverability
used by the management for the calculation.
and timing of receipt, this is considered as a key audit
matter. 5. Read the legal opinion obtained by the management
from external lawyers to assess the probability
of recoverability of incentive receivable from the
government and the degree of uncertainties involved to
evaluate on the recognition of the incentives.
Revenue is measured net of discounts and rebates as 1. Verified whether accounting policy adopted by the
required under Ind AS 115- Revenue from contracts with Company is in accordance with Ind AS 115 - Revenue
customers. [Refer Note 42 to the Financial Statements]. from contracts with customers and Ind AS 37 - Provisions,
The Company sells cement in various states through its Contingent Liabilities and Contingent Assets.
dealers. The Company gives various types of discounts and
2. Performed procedures to assess whether the design,
rebates to these dealers through various scheme based on
implementation and operating effectiveness of the
the market conditions and competition.
controls related to the approval, recording, calculation
Due to the Company’s presence across different marketing and payments of rebates and discounts and the estimates
regions within the country and the competitive business for the year end provisions are in accordance with the
environment, the estimation of the various types of discount schemes approved by the Head of Department.
discounts and rebates to be recognized based on sales
3. Recalculated the discounts for certain schemes on test
made during the year is material and considered to be
check basis.
judgmental and involve significant estimation by the
management. 4. Verified on test check basis the subsequent payment
made against the year-end provision and the actual pay-
Considering the nature of the business and industry in
out made against the previous year provision to ensure
which the Company operates, discounts and rebates are
the appropriateness of the management estimates.
material amounts and involve significant estimation by
management. 5. Verified the reversal/utilisation of discounts and rebates
during the year and analysed the rationale for the same.
We determined this to be a key audit matter due to the
significance of the time and effort involved in assessing 6. Verified the ageing for the outstanding discount payables
the appropriateness of revenue recognition including under the scheme at the year end.
accounting for the discounts and covering the aspects of
completeness and accuracy procedures around cut off to
ensure recognition of revenue only after all the performance
of obligations has been satisfied.
311
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Sr.
Key Audit Matter How the Key Audit Matter was addressed in our audit
No
3 Recognition, Measurement and Presentation of Our audit procedures, in respect of this matter are
provisions and contingent liabilities described below:
The Company operates in multiple jurisdictions, 1. Assessed Management’s processes of identifying new /
exposing it to a variety of different laws, regulations and possible obligations and changes in existing obligations
interpretations thereof. In such an environment, there is for compliance with Company’s policy and Ind AS 37 -
an inherent risk of litigation. Provisions, Contingent Liabilities and Contingent Assets’
Requirements.
Given the complexity and magnitude of potential
exposures to the Company, the assessment of the 2. Analysed significant changes/update from previous
existence of legal or constructive obligation and analysis periods and obtained a detailed understanding of such
of the probability of the related outflow of resources items. Assessed relevant judgments passed by the
involves significant judgement by the management. relevant authorities affecting such change.
Due to the level of judgement relating to recognition of 3. Involved our direct and internal tax experts to challenge
provisions and disclosure of contingent liabilities, this is management decisions and rationale with respect
considered to be a key audit matter. to provisions not made in the books of account or
disclosed as contingent liability or cases which are
remote and do not warrant any disclosure.
Information Other than the Financial Statements and Responsibilities of Management and Those Charged with
Auditor’s Report Thereon Governance for the Financial Statements
The Company’s Board of Directors is responsible for the The Company’s Board of Directors is responsible for the
other information. The other information comprises the matters stated in section 134(5) of the Act with respect to
information included in the Director’s Report but does not the preparation of these financial statements that give a true
include the financial statements and our auditor’s report and fair view of the financial position, financial performance,
thereon. Our opinion on the financial statements does not changes in equity and cash flows of the Company in
cover the other information and we do not express any form accordance with the accounting principles generally accepted
of assurance conclusion thereon. in India, including the Accounting Standards specified under
section 133 of the Act. This responsibility also includes
In connection with our audit of the financial statements, our maintenance of adequate accounting records in accordance
responsibility is to read the other information and, in doing with the provisions of the Act for safeguarding of the assets
so, consider whether the other information is materially of the Company and for preventing and detecting frauds and
inconsistent with the financial statements or our knowledge other irregularities; selection and application of appropriate
obtained in the audit, or otherwise appears to be materially accounting policies; making judgments and estimates that
misstated. If, based on the work we have performed, we are reasonable and prudent; and design, implementation
conclude that there is a material misstatement of this other and maintenance of adequate internal financial controls,
information, we are required to report that fact. We have that were operating effectively for ensuring the accuracy
nothing to report in this regard. and completeness of the accounting records, relevant to
the preparation and presentation of the financial statement
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
312
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
In preparing the financial statements, the Board of Directors (c) The Balance Sheet, the Statement of Profit and Loss
is responsible for assessing the Company’s ability to continue and Other Comprehensive Income, the Statement of
as a going concern, disclosing, as applicable, matters Changes in Equity and the Statement of Cash Flow
related to going concern and using the going concern basis dealt with by this Report are in agreement with the
of accounting unless the Board of Directors either intends books of account.
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. (d) In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
Those Board of Directors are also responsible for overseeing under Section 133 of the Act, read with Rule 7 of
the Company’s financial reporting process. the Companies (Accounts) Rules, 2014.
Auditor’s Responsibilities for the Audit of the Financial (e) On the basis of the written representations received
Statements from the directors as on 31st March, 2021 taken
on record by the Board of Directors, none of the
Our objectives are to obtain reasonable assurance about directors are disqualified as on 31st March, 2021
whether the financial statements as a whole are free from from being appointed as a director in terms of
material misstatement, whether due to fraud or error, Section 164 (2) of the Act.
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is (f) With respect to the adequacy of the internal financial
not a guarantee that an audit conducted in accordance controls with reference to financial statements of the
with SAs will always detect a material misstatement when Company and the operating effectiveness of such
it exists. Misstatements can arise from fraud or error and controls, refer to our separate Report in “Annexure C”.
are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic (g) With respect to the other matters to be included in
decisions of users taken on the basis of these financial the Auditor’s Report in accordance with Rule 11 of
statements. the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
We give in “Annexure A” a detailed description of Auditor’s according to the explanations given to us:
responsibilities for Audit of the Financial Statements.
i. The Company has disclosed the impact of
Other Matter pending litigations on its financial position in its
financial statements – Refer Note 38(b) to the
The Ind AS financial statements of the Company for the year financial statements.
ended 31st March, 2020, were audited by another auditor
whose report dated 24th June 2020 expressed an unmodified ii. The Company did not have any long-term
opinion on those statements. contracts including derivative contracts for which
there were any material foreseeable losses.
Our opinion is not modified in respect of this matter.
iii. There were no amounts which were required to
Report on Other Legal and Regulatory Requirements be transferred to the Investor Education and
Protection Fund by the Company.
1. As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”), issued by the Central Government of 3. As required by The Companies (Amendment) Act,
India in terms of sub-section (11) of section 143 of the 2017, in our opinion, according to the information and
Act, we give in “Annexure B” a statement on the matters explanations given to us and based on our examination
specified in paragraphs 3 and 4 of the Order, to the of the records of the Company, the Company has paid/
extent applicable. provided for managerial remuneration in accordance
with the requisite approvals mandated by the provisions
2. As required by Section 143(3) of the Act, we report that:
of section 197 read with Schedule V of the Act.
(a) We have sought and obtained all the information and
For MSKA & Associates
explanations which to the best of our knowledge and
Chartered Accountants
belief were necessary for the purposes of our audit.
ICAI Firm Registration No. 105047W
(b) In our opinion, proper books of account as required Puneet Agarwal
by law have been kept by the Company so far as it Partner
appears from our examination of those books. Place: Kolkata Membership No. 064824
Date: 14th May, 2021 UDIN: 21064824AAAABL9951
313
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Auditor’s Responsibilities for the Audit of the • Evaluate the overall presentation, structure and content
Financial Statements of the financial statements, including the disclosures,
and whether the financial statements represent the
As part of an audit in accordance with SAs, we exercise underlying transactions and events in a manner that
professional judgment and maintain professional skepticism achieves fair presentation.
throughout the audit. We also:
We communicate with those charged with governance
• Identify and assess the risks of material misstatement of regarding, among other matters, the planned
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those scope and timing of the audit and significant audit findings,
risks, and obtain audit evidence that is sufficient and including any significant deficiencies in internal control that
appropriate to provide a basis for our opinion. The risk we identify during our audit.
of not detecting a material misstatement resulting from
We also provide those charged with governance with a
fraud is higher than for one resulting from error, as fraud
statement that we have complied with relevant ethical
may involve collusion, forgery, intentional omissions,
requirements regarding independence, and to communicate
misrepresentations, or the override of internal control.
with them all relationships and other matters that may
• Obtain an understanding of internal control relevant to reasonably be thought to bear on our independence, and
the audit in order to design audit procedures that are where applicable, related safeguards.
appropriate in the circumstances. Under section 143(3)
From the matters communicated with those charged with
(i) of the Act, we are also responsible for expressing our
governance, we determine those matters that were of most
opinion on whether the company has internal financial
significance in the audit of the financial statements of the
controls with reference to financial statements in place
current period and are therefore, the key audit matters. We
and the operating effectiveness of such controls.
describe these matters in our auditor’s report unless law or
• Evaluate the appropriateness of accounting policies regulation precludes public disclosure about the matter or
used and the reasonableness of accounting estimates when, in extremely rare circumstances, we determine that a
and related disclosures made by management. matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
• Conclude on the appropriateness of management’s use of expected to outweigh the public interest benefits of such
the going concern basis of accounting and, based on the communication.
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a For MSKA & Associates
going concern. If we conclude that a material uncertainty Chartered Accountants
exists, we are required to draw attention in our auditor’s ICAI Firm Registration No. 105047W
report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence Puneet Agarwal
obtained up to the date of our auditor’s report. However, Partner
future events or conditions may cause the Company to Place: Kolkata Membership No. 064824
cease to continue as a going concern. Date: 14th May, 2021 UDIN: 21064824AAAABL9951
314
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
i. (a) The company has maintained proper records section 185 of the Act and the Company has not made
showing full particulars including quantitative investments in accordance with the provisions of
details and situation of fixed assets (Property, Plant section 186 of the Act. Accordingly, provisions stated
and Equipment). in paragraph 3(iv) of the Order are not applicable to the
Company.
(b) The management has a planned programme of
verifying all the fixed assets (Property, Plant and v. In our opinion and according to the information and
Equipment) once in every three years, which in our explanations given to us, the Company has not accepted
opinion is reasonable having regard to the size of any deposits from the public within the meaning of
the Company and the nature of its assets. Pursuant Sections 73, 74, 75 and 76 of the Act and the rules
to the programme, Property, Plant and Equipment framed there under.
have been physically verified and no material
discrepancies were identified on such verification. vi. We have broadly reviewed the books of account relating
to materials, labour and other items of cost maintained
(c) According to the information and explanations given by the Company pursuant as specified by the Central
to us, certain immovable properties are pledged with Government for the maintenance of cost records under
the banks and the original title deeds are deposited sub-section (1) of section 148 of the Act and we are of
with the banker’s trustee. Based on the confirmation the opinion that prima facie the prescribed accounts and
given by the banker’s trustee and verification of records have been made and maintained. We have not,
copies of title deeds / lease deeds in respect of title however, made a detailed examination of the records
deeds that has not been pledged, we report that, the with a view to determine whether they are accurate or
title deeds of immovable properties other than self- complete.
constructed building, are held in the name of the
Company. vii. (a) According to the information and explanations given
to us and the records of the Company examined
ii. The inventory has been physically verified during the by us, in our opinion, the Company is regular in
year by the management. In our opinion, the frequency depositing with appropriate authorities undisputed
of verification is reasonable. No material discrepancies statutory dues including provident fund, employees’
were noticed on verification between the physical stock state insurance, income-tax, goods and service tax,
and the book records. cess, duty of customs and any other statutory dues
applicable to it.
iii. The Company has not granted any loans, secured
or unsecured to Companies, Firms, Limited Liability (b) According to the information and explanations given
Partnerships (LLP) or other parties covered in the register to us, no undisputed amounts payable in respect of
maintained under section 189 of the Companies Act, provident fund, employees’ state insurance, income-
2013 (‘the Act’). Accordingly, the provisions stated in tax, duty of custom, goods and service tax, cess and
paragraph 3 (iii) (a) to (c) of the Order are not applicable other statutory dues were outstanding, at the year
to the Company. end, for a period of more than six months from the
date they became payable.
iv. In our opinion and according to the information and
explanations given to us, the Company has not either (c) According to the information and explanation given
directly or indirectly, granted any loan to any of its to us and examination of records of the Company,
directors or to any other person in whom the director there are no dues of income tax and duty of customs
is interested, in accordance with the provisions of as at March 31, 2021 which has not been deposited
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
on account of any dispute and the particulars of goods and service tax, sales tax, value added tax, service tax which
have not been deposited on account of any dispute, are as follows:
Service Tax (Finance Act, Service Tax 3.97 FY 2009-10 to Central Excise Amount is net of
1994) FY 2012-13 and and Service Tax payment made under
December 2016 Appellate Tribunal protest Rs. 0.15
to June 2017 crores
Central Goods and Goods and 1.25 FY 2017-18 Goods and Amount is net of
Service Tax Act, 2017 Service Tax Service Tax payment made under
Appellate Tribunal protest Rs. 0.06
crores
Various State VAT Tax Value Added 11.59 FY 2015-16 to Commissioner Amount is net of
Act Tax FY 2017-18 Appeal payment made under
protest Rs. 2.23
crores
Central Sales Tax Act Central Sales 18.51 FY 2016-17 to Commissioner Amount is net of
Tax FY 2017-18 Appeal payment made under
protest Rs. 3.16
crores
Various State Sales Tax Entry Tax 5.34 FY 2015-16 to Commissioner Amount is net of
Act FY 2016-17 Appeal payment made under
protest Rs. 4.79
crores
viii. In our opinion and according to the information and xi. According to the information and explanations given
explanations given to us, the Company has not defaulted to us and based on our examination of the records
in repayment of dues to the financial institutions of the Company, the Company has paid/ provided
and banks. The company has not taken any loans or for managerial remuneration in accordance with the
borrowings from government authorities and has not requisite approvals mandated by the provisions of
issued any debentures during the year. section 197 read with Schedule V to the Act.
ix. In our opinion, according to the information explanation xii. In our opinion and according to the information and
provided to us, money raised by way of term loans explanations given to us, the Company is not a Nidhi
during the year have been applied for the purpose for Company. Accordingly, the provisions stated in paragraph
which they were raised. The Company has not raised 3(xii) of the Order are not applicable to the Company.
any money by way of initial public offer or further public
offer (including debt instruments) during the year.. xiii. According to the information and explanations given to
us and based on our examination of the records of the
x. During the course of our audit, examination of the books Company, transactions with the related parties are in
and records of the Company, carried out in accordance compliance with sections 177 and 188 of the Act where
with the generally accepted auditing practices in India, applicable and details of such transactions have been
and according to the information and explanations given disclosed in the financial statements as required by the
to us, we have neither come across any instance of applicable accounting standards.
material fraud by the Company or on the Company by its
officers or employees.
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
xiv. According to the information and explanations given to xvi. In our opinion, the Company is not required to be
us and based on our examination of the records of the registered under section 45 IA of the Reserve Bank of
Company, the Company has not made any preferential India Act, 1934 and accordingly, the provisions stated in
allotment or private placement of shares or fully or partly paragraph clause 3 (xvi) of the Order are not applicable
convertible debentures during the year. Accordingly, the to the Company.
provisions stated in paragraph 3 (xiv) of the Order are
not applicable to the Company. For MSKA & Associates
Chartered Accountants
xv. According to the information and explanations given to ICAI Firm Registration No. 105047W
us and based on our examination of the records of the
Company, the Company has not entered into non-cash Puneet Agarwal
transactions with directors or persons connected with Partner
him. Accordingly, provisions stated in paragraph 3(xv) of Place: Kolkata Membership No. 064824
the Order are not applicable to the Company. Date: 14th May, 2021 UDIN: 21064824AAAABL9951
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Report on the Internal Financial Controls under statements included obtaining an understanding of internal
Clause (i) of Sub-section 3 of Section 143 of the financial controls with reference to financial statements,
Companies Act, 2013 (“the Act”) assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
We have audited the internal financial controls with reference internal control based on the assessed risk. The procedures
to financial statements of NU Vista Limited (Formerly Emami selected depend on the auditor’s judgement, including the
Cement Limited) (“the Company”) as of March 31, 2021 in assessment of the risks of material misstatement of the
conjunction with our audit of the financial statements of the financial statements, whether due to fraud or error.
Company for the year ended on that date.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
Management’s Responsibility for Internal Financial
opinion on the Company’s internal financial controls with
Controls
reference to financial statements.
The Company’s Management is responsible for establishing
and maintaining internal financial controls based on the Meaning of Internal Financial Controls with
internal control with reference to financial statements criteria Reference to Financial Statements
established by the Company considering the essential
components of internal control stated in the Guidance A Company’s internal financial control with reference to
Note on Audit of Internal Financial Controls Over Financial financial statements is a process designed to provide
Reporting issued by the Institute of Chartered Accountants reasonable assurance regarding the reliability of financial
of India (ICAI) (the “Guidance Note”). These responsibilities reporting and the preparation of financial statements for
include the design, implementation and maintenance of external purposes in accordance with generally accepted
adequate internal financial controls that were operating accounting principles. A Company’s internal financial
effectively for ensuring the orderly and efficient conduct of control with reference to financial statements includes those
its business, including adherence to Company’s policies, the policies and procedures that (1) pertain to the maintenance
safeguarding of its assets, the prevention and detection of of records that, in reasonable detail, accurately and fairly
frauds and errors, the accuracy and completeness of the reflect the transactions and dispositions of the assets of the
accounting records, and the timely preparation of reliable company; (2) provide reasonable assurance that transactions
financial information, as required under the Act. are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
Auditors’ Responsibility
are being made only in accordance with authorizations
Our responsibility is to express an opinion on the of management and directors of the company; and (3)
Company’s internal financial controls with reference to provide reasonable assurance regarding prevention or timely
financial statements based on our audit. We conducted detection of unauthorized acquisition, use, or disposition of
our audit in accordance with the Guidance Note and the the company’s assets that could have a material effect on the
Standards on Auditing, issued by ICAI and deemed to be financial statements.
prescribed under section 143(10) of the Act, to the extent
applicable to an audit of internal financial controls. Those Inherent Limitations of Internal Financial Controls
Standards and the Guidance Note require that we comply with Reference to Financial Statements
with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether internal Because of the inherent limitations of internal financial
financial controls with reference to financial statements was controls with reference to financial statements, including the
established and maintained and if such controls operated possibility of collusion or improper management override
effectively in all material respects. of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
Our audit involves performing procedures to obtain audit evaluation of the internal financial controls with reference to
evidence about the internal financial controls with reference financial statements to future periods are subject to the risk
to financial statements and their operating effectiveness. Our that the internal financial control with reference to financial
audit of internal financial controls with reference to financial statements may become inadequate because of changes in
318
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
conditions, or that the degree of compliance with the policies Company considering the essential components of internal
or procedures may deteriorate. control stated in the Guidance Note.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Balance Sheet
as at 31st March, 2021
H in Crore
Note As at As at
Particulars
No. 31st March, 2021 31st March, 2020
Assets
Non-Current Assets
a) Property, plant and equipment 2a 2,868.94 2,996.32
b) Capital work-in-progress 3a 274.96 268.92
c) Intangible assets 4 25.91 28.45
d) Right of use asset 2b 79.33 84.84
e) Intangible assets under development 3b 4.37 4.18
f) Financial assets
i) Loans and deposits 6a 15.38 13.54
ii) Other financial assets 7a 204.68 129.11
g) Deferred tax assets (Net) 8 85.76 85.76
h) Income tax assets (Net) 9 1.90 3.32
i) Other non-current assets 10a 95.59 98.41
3,656.82 3,712.85
Current Assets
a) Inventories 11 210.58 259.72
b) Financial assets
i) Investments 5 74.04 -
ii) Trade receivables 12 100.86 123.68
iii) Cash and cash equivalents 13 77.41 47.85
iv) Bank balances other than Cash and cash equivalents 14 7.65 38.00
v) Loans and deposits 6b 15.24 2.93
vi) Other financial assets 7b 3.42 0.83
c) Other current assets 10b 98.28 89.57
587.48 562.58
Total Assets 4,244.30 4,275.43
Equity and Liabilities
Equity
a) Equity share capital 15 242.08 242.08
b) Other equity 16 205.23 247.57
447.31 489.65
Non-Current Liabilities
a) Financial liabilities
i) Borrowings 17 2,616.87 2,667.14
ii) Other financial liabilities 18 9.77 7.26
iii) Lease liabilities 17a 4.19 11.87
b) Other non-current liabilities 19 2.14 2.16
c) Provisions (non-current) 20 13.07 5.81
2,646.04 2,694.24
Current Liabilities
a) Financial liabilities
i) Borrowings 21 197.41 195.94
ii) Trade payables 22
- Due to micro and small enterprises 25.65 10.10
- Due to creditors other than micro and small enterprises 209.11 178.49
iii) Other financial liabilities 23 460.76 493.05
iv) Lease liabilities 23a 11.78 9.01
b) Other current liabilities 24 147.18 106.83
c) Provisions (current) 25 99.06 98.12
1,150.95 1,091.54
Total Equity and Liabilities 4,244.30 4,275.43
Significant Accounting Policies 1
Place: Kolkata
Date: 14th May, 2021
320
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(I) INCOME
Revenue from operations 26 2,495.87 2,018.50
Other Income 27 8.12 8.71
Total Income 2,503.99 2,027.21
(II) EXPENSES
Cost of material consumed 29 325.35 181.17
Purchase of stock in trade 50.91 -
Changes in inventories of finished goods, work-in-progress and 30 21.93 (10.06)
stock-in-trade
Power and fuel 451.11 450.93
Freight and forwarding expenses 729.28 625.05
Employee benefits expense 31 110.11 98.35
Other expenses 34 360.82 294.51
Total Expense 2,049.51 1,639.95
(III) Earnings before interest, depreciation, tax & ammortisation(I-II) 454.48 387.26
(IV) Finance Income 28 2.38 5.15
(V) Finance costs 32 304.43 280.03
(VI) Depreciation and amortisation expense 33 194.64 149.08
(VII) (Loss) before tax for the year (III+IV-V-VI) (42.21) (36.70)
(VIII) Tax expense: 35
- Deferred tax expense - 118.41
(IX) (Loss) for the year (VII-VIII) (42.21) (155.11)
(XII) Total Comprehensive Income for the year (X+XI) (42.34) (155.45)
(Comprising (Loss) and Other Comprehensive Income for the year)
Place: Kolkata
Date: 14th May, 2021
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
322
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Cash and cash equivalents at the beginning of the year 47.85 181.93
Cash and cash equivalents at the end of the year 77.41 47.85
Note:
a) For the purpose of Statement of Cash Flow, Cash and cash equivalents
comprises the following:
Cash and Cash Equivalents (Refer Note - 13) 77.41 47.85
Cash and cash equivalents at the end of the year 77.41 47.85
Notes:
i) Disclosure as required by Ind AS 7 - “Statement of Cash Flows” - Changes in liabilities arising from financing activities
Place: Kolkata
Date: 14th May, 2021
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Balance as at 31st March, 2020 Changes in Equity Share Capital during the year Balance as at 31st March, 2021
242.08 - 242.08
Balance as at 31st March, 2019 Changes in Equity Share Capital during the year Balance as at 31st March, 2020
242.08 - 242.08
B. Other Equity
Place: Kolkata
Date: 14th May, 2021
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
NU Vista Limited (the “Company”) is a public limited ii. In the absence of a principal market, in the most
company domiciled in India and is incorporated under advantageous market for the asset or liability.
the provisions of Companies Act applicable in India. The
The principal or the most advantageous market must be
Company is engaged in manufacturing and supply of
accessible by the Company.
Cement. Currently it has an integrated cement plant in
Chhattisgarh and Grinding Cement Plants at West Bengal, The fair value of an asset or a liability is measured using
Odisha and Bihar. the assumptions that market participants would use
when pricing the asset or liability, assuming that market
Note: 1 Significant accounting policies participants act in their economic best interest.
This note provides a list of the significant accounting policies A fair value measurement of a non-financial asset takes
adopted in the preparation of these financial statements. into account a market participant’s ability to generate
These policies have been consistently applied to all the years economic benefits by using the asset in its highest and
presented, unless otherwise stated. best use or by selling it to another market participant
that would use the asset in its highest and best use.
(a) Basis of Preparation and Statement of Compliance
The Company uses valuation techniques that are
The financial statements have been prepared in appropriate in the circumstances and for which sufficient
accordance with Indian Accounting Standards (Ind AS) data are available to measure fair value, maximizing the
as per the Companies (Indian Accounting Standards) use of relevant observable inputs and minimizing the
Rules, 2015 notified under section 133 of the Companies use of unobservable inputs.
Act, 2013 (‘the Act’) and other accounting principles
generally accepted in India. All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorized
These financial statements have been prepared under within the fair value hierarchy, described as follows,
the historical cost convention on the accrual basis, based on the lowest level input that is significant to the
except for the following: fair value measurement as a whole:
(i) Certain financial assets and liabilities measured at Level 1 — Quoted (unadjusted) market prices in active
fair value (refer accounting policy regarding financial markets for identical assets or liabilities
instruments) and
Level 2 — Valuation techniques for which the lowest level
(ii) Employee’s Defined Benefit Plan as per actuarial input that is significant to the fair value measurement is
valuation. directly or indirectly observable
The financial statements have been authorised for issue Level 3 — Valuation techniques for which the lowest level
by the Board of Directors of the Company at their input that is significant to the fair value measurement is
meeting held on 14th May, 2021. unobservable
(b) Fair Value Measurement For assets and liabilities that are recognized in the
financial statements on a recurring basis, the Company
Fair value is the price that would be received to sell an
determines whether transfers have occurred between
asset or paid to transfer a liability in an orderly transaction
levels in the hierarchy by re-assessing categorization
between market participants at the measurement date.
(based on the lowest level input that is significant to the
The fair value measurement is based on the presumption
fair value measurement as a whole) at the end of each
that the transaction to sell the asset or transfer the
reporting period or each case.
liability takes place either:
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
326
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Mining Development Depreciable amount for PPE is the cost of PPE less its
estimated residual value. The useful life of PPE is the
The costs of mining properties, which include the costs period over which PPE is expected to be available for
of developing mining properties and mineral rights, are use by the Company, or the number of production or
capitalised as property, plant and equipment under the similar units expected to be obtained from the asset by
heading “Mining Development” in the year in which they the Company.
are incurred.
The Company has componentised its PPE and has
When a decision is taken that a mining property separately assessed the life of major components.
is viable for commercial production (i.e. when the
Company determines that the mining property will In case of certain classes of PPE, the Company uses
provide sufficient and sustainable return relative to the different useful lives than those prescribed in Schedule
risks and the Company decides to proceed with the II to the Act. The useful lives have been assessed based
mine development), all further pre-production primary on technical advice, taking into account the nature of the
development expenditure other than land, buildings, PPE and the estimated usage of the asset on the basis
plant and equipment is capitalised as part of the cost of management’s best estimation of obtaining economic
of the mining property until the mining property is benefits from those classes of assets. The management
capable of commercial production. The stripping cost believes that the estimated useful lives are realistic and
incurred during the production phase of a surface mine reflect fair approximation of the period over which the
is recognized as an asset if such cost provides a benefit assets are likely to be used.
in terms of improved access to ore in future periods and
certain criteria are met. Freehold mining land i.e. land bearing mineral reserves is
depreciated in proportion of actual quantity of minerals
When the benefit from the stripping costs are realised extracted to the estimated quantity of extractable mineral
in the current period, the stripping costs are accounted reserves. Freehold non mining land is not depreciated.
for as the cost of inventory. If the costs of inventory
produced and the stripping activity asset are not Mining development cost are depreciated based on unit
separately identifiable, a relevant production measure is of production method in proportion of actual quantity
used to allocate the production stripping costs between of minerals extracted.
the inventory produced and the stripping activity asset.
Depreciation on additions is provided on a pro-rata
Deferred stripping cost are included within property, plant basis from the month of installation or acquisition and
and equipment and disclosed as mining development. in case of Projects from the date of commencement of
After initial recognition, the stripping activity asset is commercial production. Depreciation on deductions/
depreciated on a unit of production method over the disposals is provided on a pro-rata basis up to the month
expected potential of the identified component of the preceding the month of deduction/disposal.
ore body.
(f) Intangible assets
In circumstance, where a property is abandoned, the Recognition
cumulative capitalized costs relating to the property are
written off in the same period. Intangible assets are recognised when it is probable that
the future economic benefits that are attributable to the
(e) Depreciation methods and useful life assets will flow to the Company and the cost of the asset
can be measured reliably.
Depreciation (other than on mining land and mining
development) is the systematic allocation of the Intangible assets are carried at cost less any accumulated
amortisation and impairment losses, if any.
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328
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Net realisable value is the estimated selling price in the Provisions are measured at the present value of
ordinary course of business, less estimated costs of management’s best estimate of the expenditure
completion and estimated costs necessary to make the required to settle the present obligation at the end of the
sale. reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current
(j) Borrowing costs market assessments of time value of money and the
risks specific to the liability. The increase in the provision
General and specific borrowing costs that are directly
due to passage of time is recognised as interest expense.
attributable to the acquisition, construction or production
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330
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Interest income on fixed deposits is recognised on a Deferred tax assets and liabilities are offset when there is
time proportion basis taking into account the amount a legally enforceable right to offset current tax assets and
outstanding and the applicable interest rate. liabilities and when the deferred tax balances relate to same
taxation authority. Current tax assets and tax liabilities
(p) Leases are offset where the entity has a legally enforceable right
to offset and intends either to settle on a net basis, or to
The company recognises a right-of-use asset and a lease realise the asset and settle the liability simultaneously.
liability at the lease commencement date. The right-of-
use is initially measured at cost, and subsequently at Current and deferred tax is recognised in profit or loss,
cost less any accumulated depreciation and impairment except to the extent that it relates to items recognised in
losses, and adjusted for certain re-measurements of the other comprehensive income or directly in equity. In this
lease liability. case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the Tax credit is recognized in respect of Minimum Alternate
commencement date, discounted using the interest Tax (MAT) paid in terms of section 115 JAA of the Income
rate implicit in the lease or, if that rate is not readily Tax Act, 1961 based on convincing evidence that the
determinable, the company’s average borrowing rate. Company will pay normal income tax within statutory time
frame and the same is reviewed at each balance sheet date.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Trade receivables are recognised initially at fair value The EIR amortisation is included in finance income in
and subsequently measured at amortised cost using the the statement of profit and loss. The losses arising from
effective interest method, less provision for impairment. impairment are recognised in the statement of profit
and loss. This category generally applies to trade and
(t) Financial instruments
other receivables.
Financial assets and financial liabilities are recognised
Fair Value through other comprehensive income
when a Company becomes a party to the contractual
provisions of the instruments. A financial asset shall be classified and measured at fair
value through OCI if both of the following conditions are
Financial assets
met:
Initial recognition and subsequent measurement
• financial asset is held within a business model whose
On initial recognition, a financial asset is recognised objective is achieved by both collecting contractual
at fair value. In case of financial assets which are cash flows and selling financial assets and
recognised at fair value through profit and loss (FVTPL),
its transaction cost is recognised in the statement of • contractual terms of the financial asset give rise
profit and loss. In other cases, the transaction cost is on specified dates to cash flows that are solely
attributed to the acquisition value of the financial asset. payments of principal and interest on the principal
amount outstanding.
Subsequently, financial assets are measured at
amortised cost, fair value through other comprehensive Fair Value through profit or loss
income (“FVOCI”) or fair value through profit or loss
(“FVTPL”) on the basis of following: A financial asset shall be classified and measured at
fair value through profit or loss unless it is measured at
• entity’s business model for managing the financial amortised cost or at fair value through OCI.
assets and
All recognised financial assets are subsequently
• contractual cash flow characteristics of the financial measured in their entirety at either amortised cost or
asset. fair value, depending on the classification of the financial
assets.
Amortised cost
Impairment of financial assets
A financial asset shall be classified and measured at
amortised cost if both of the following conditions are Financial assets, other than those at FVTPL, are assessed
met: for indicators of impairment at the end of each reporting
period.
• financial asset is held within a business model
whose objective is to hold financial assets in order Expected credit losses are measured through a loss
to collect contractual cash flows and allowance at an amount equal to:
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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Re-measurement gains and losses arising from Borrowings are measured at amortised cost. Any
experience adjustments and changes in actuarial difference between the proceeds (net of transaction
assumptions are recognised in the period in which they costs) and the redemption amount is recognised in profit
occur, directly in other comprehensive income. They or loss over the period of the borrowings using effective
are included in retained earnings in the statement of interest method. Fees paid on the establishment of loan
changes in equity and in the balance sheet. facilities are recognised as transaction costs of the
loan to the extent that it is probable that some or all
Changes in the present value of the defined benefit
of the facility will be drawn down. To the extent there is
obligation resulting from plan amendments or
no evidence that it is probable that some or all of the
curtailments are recognised immediately in profit or
facility will be drawn down, the fee is capitalised as a
loss as past service cost.
prepayment for liquidity services and amortised over the
(iv) Defined contribution plans period of the facility to which it relates.
334
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company has elected to present earnings before Diluted earnings per share adjusts the figures used
interest, tax, depreciation and amortization (EBITDA) in the determination of basic earnings per share to
as a separate line item on the face of the statement take into account:
of profit and loss. The Company measures EBITDA on
the basis of profit/ (loss) from continuing operations. • The after income tax effect of interest and other
In its measurement, the Company does not include financing costs associated with dilutive potential
depreciation and amortization expense, finance income, equity shares, and
finance costs, and tax expense.
• The weighted average number of additional
(z) Earnings per share equity shares that would been outstanding.
Basic earnings per share is calculated by dividing: All amounts disclosed in the financial statements and
notes have been rounded off to the nearest crores as
• The profit attributable to owners of the Company
per the requirements of Schedule III, unless otherwise
• By the weighted average number of equity stated. Any amount appearing as H 0.00 represents
shares outstanding during the period, adjusted amount less than H 1,00,000.
for bonus elements in equity shares issued
during the year and excluding treasury shares
335
336
Notes to Financial Statements
(All amounts are in H crore, unless otherwise stated)
Cost as at 1st April, 2019 299.04 49.69 348.56 2,035.33 7.90 3.31 4.04 2,747.87
Additions 1.18 1.02 122.99 458.16 3.88 0.93 3.16 591.32
Disposals/adjustments - - - - - (0.36) (0.01) (0.37)
Cost as at 31st March, 2020 (A) 300.22 50.71 471.55 2,493.49 11.78 3.88 7.19 3,338.82
Additions 13.98 6.23 7.62 20.65 1.91 - 2.41 52.80
Disposals/adjustments - - - (0.30) (0.42) (1.16) (0.12) (2.00)
Cost as at 31st March, 2021 (C) 314.20 56.94 479.17 2,513.84 13.27 2.72 9.48 3,389.62
Accumulated depreciation as at 1st April, 2019 - 16.62 28.93 155.37 1.99 0.84 2.29 206.04
Depreciation for the year - 3.59 18.99 111.67 0.83 0.37 1.20 136.65
Disposals/adjustments - - - - - (0.18) (0.01) (0.19)
Accumulated depreciation as at 31st March, 2020 (B) - 20.21 47.92 267.04 2.82 1.03 3.48 342.50
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Depreciation for the year 8.21 3.11 25.25 138.64 1.71 0.39 1.54 178.85
Disposals/adjustments - - - (0.13) (0.12) (0.33) (0.09) (0.67)
Accumulated depreciation as at 31st March, 2021 (D) 8.21 23.32 73.17 405.55 4.41 1.09 4.93 520.68
Net carrying amount as at 31st March, 2020 (A) - (B) 300.22 30.50 423.63 2,226.45 8.96 2.85 3.71 2,996.32
Net carrying amount as at 31st March, 2021 (C) - (D) 305.99 33.62 406.00 2,108.29 8.86 1.63 4.55 2,868.94
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note
(a) Freehold land includes land being used for mining purposes. Below is the movement summary:-
Freehold Land
Description
(Refer note (a))
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
338
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Current
Particulars 31st March, 31st March,
2021 2020
Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and assessment of expected credit losses.
Non-current
Particulars 31st March, 31st March,
2021 2020
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Current
Particulars 31st March, 31st March,
2021 2020
Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.
Non-current
Particulars 31st March, 31st March,
2021 2020
Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.
Current
Particulars 31st March, 31st March,
2021 2020
Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.
Non-current
Particulars 31st March, 31st March,
2021 2020
340
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Non-current
Particulars 31st March, 31st March,
2021 2020
Considering the current situation of covid 19, the Company has not recognised deferred tax assets on current year's unabsorbed
depreciation on prudent / conservative basis.
Non-current
Particulars 31st March, 31st March,
2021 2020
Non-current
Particulars 31st March, 31st March,
2021 2020
Current
Particulars 31st March, 31st March,
2021 2020
341
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Note-11. Inventories
Current
Particulars 31st March, 31st March,
2021 2020
(i) Inventories have been hypothecated as security for liabilties, refer note 17 & 21 for details.
Current
Particulars 31st March, 31st March,
2021 2020
(i) Trade receivables have been hypothecated as security for liabilties, for details refer note 17 & 21 for details.
Current
Particulars 31st March, 31st March,
2021 2020
Current
Particulars 31st March, 31st March,
2021 2020
Fixed Deposits held as margin with maturity less than 3 months* 4.60 17.12
Fixed deposits maturity for more than 3 months but less than 12 months* 3.05 20.88
7.65 38.00
*Fixed Deposits are pledged as margin money against bank guarantee given by the company.
342
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Authorised capital
30,00,00,000 Equity shares of H 10 each (P.Y. 30,00,00,000 Equity shares of H 10 300.00 300.00
each )
300.00 300.00
Issued, Subscribed & Fully Paid-up Capital
24,20,75,000 Equity shares of H 10 each (P.Y. 24,20,75,000 Equity shares of H 10 242.08 242.08
each)
242.08 242.08
a) Reconciliation of equity shares outstanding at the beginning and at the end of the year.
Equity shares at the beginning of the year 24,20,75,000 242.08 24,20,75,000 242.08
Add: Share issued during the year - - - -
Equity shares at the end of the year 24,20,75,000 242.08 24,20,75,000 242.08
The Company has only one class of equity shares having a par value of H 10 per share. Each holder of equity shares is
entitled to one vote per share. All equity Shareholder are having right to get dividend in proportion to paid up value at each
equity shares as and when declared.
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, if any. The distribution will be in proportion to the number of
equity shares held by the shareholders.
As per records of the company, including its register of shareholder/members and other declarations received from
shareholder regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
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Other Equity
Total Other
Particulars Securities Retained
Equity
Premium Earnings
A. Securities Premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with
the provision of the Companies Act,2013.
B. Retained earning
Retained earnings are the losses that the company has incurred till date.
Non-current
Particulars 31st March, 31st March,
2021 2020
Secured
Rupee term loans from banks 1,884.54 2,117.20
Less: Current maturities of long term debt (Refer Note 23) (224.72) (284.61)
1,659.82 1,832.59
Acceptance for fixed assets 7.04 74.48
1,666.86 1,907.07
Unsecured
Loan from holding, promoters and group companies (Refer Note 46) 950.01 760.07
950.01 760.07
2,616.87 2,667.14
344
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-17a. Lease
Non-current
Particulars 31st March, 31st March,
2021 2020
Repayment terms and security disclosure for the outstanding long-term borrowings as on 31st March, 2021:
Term loans from banks are secured, in respect of respective facilities by way of:
i) The Company has taken term loan of H 1890 crores [O/s as at 31st March, 2021- H 1342.92 crores (P.Y. H 1488.68 crores)]
for its Risda & Panagarh Unit under consortium banking arrangement lead by Bank of Baroda, carrying interest rate in the
range of 7.70% to 9.45%, which is secured by first pari passu charge on moveable and immovable fixed assets (present
and future) of Risda and Panagarh Cement Plants and second pari passu charge on current assets of Cement Plants of
the company situated at Risda, Panagarh, Jajpur and Bhabua with other term lenders. Loan shall be repaid in 36 unequal
quarterly installments starting from March’2018 quarter. The interest is payable on monthly basis at the applicable rates.
The Company has availed Covid-19 Moratorium benefit on installments due for the Quarter ending March-20 and June-20.
ii) The Company has taken term loan of H 440 crores [O/s as at 31st March, 2021- H 375.36 crores (P.Y. H 288.05 crores)]
for its Jajpur Unit under consortium banking arrangement lead by Indian Bank (e-Allahabad Bank), carrying interest
rate in the range of 8.60% to 9.20% p.a, which is secured by first pari passu charge on moveable and immovable fixed
assets (present and future) of Jajpur Cement Plant and second pari passu charge on current assets of Cement Plants
of the company situated at Risda, Panagarh, Jajpur and Bhabua with other term lenders. Loan shall be repaid in 40
unequal quarterly installments commencing from December’2021 quarter. The interest is payable on monthly basis at
the applicable rates.
iii) The Company has taken term loan of H 190 crores [O/s as at 31st March, 2021- H 166.26 crores (P.Y. H 183.59 crores)] for
its Bhabua Unit under sole banking arrangement from Punjab National Bank, carrying interest rate of 9.15% p.a. which
is secured by exclusive charge on moveable and immovable fixed assets (present and future) of Bhabua Cement Plant and
second pari passu charge on current assets of Cement Plants of the company situated at Risda, Panagarh, Jajpur and
Bhabua. Loan shall be repaid in 40 equal quarterly installments starting from September’2020 quarter and December
2022 Quarter respectively. The interest is payable on monthly basis at the applicable rates.
iv) The Company has taken term loan of H NIL [O/s as at 31st March, 2021- NIL (P.Y. H 107.24 crores)] for its Bhabua Unit
under sole banking arrangement from Punjab National Bank, carrying interest rate of 10.15% TO 11.00%p.a. Sub-
servient charge by way of hypothecation on all current assets both current and future assets of the company. A group
Company has given guarantee for the same.
v) The Company has taken term loan of H NIL [O/s as at 31st March, 2021- NIL (P.Y. H 49.64 crores)] for its Bhabua Unit
under sole banking arrangement from Punjab National Bank, carrying interest rate of 12 % p.a.Sub-servient charge on all
movable fixed and current assets both current and future assets of the company. A group Company has given guarantee
for the same.
vi) Acceptances for fixed assets H 7.04 crores (P.Y. H 74.48 crores) carrying interest rate around 8.75 % having first pari passu
charge on the entire fixed assets (movable & immovable), present and future of the Cement and Power Plant situated at
Risda (Chhattisgarh), Panagarh (West Bengal) & Jajpur (Odisha) of the Company. Acceptances are convertible into rupee
loan on the due date and have the same repayment schedule as of the respective term loan.
Unsecured
i) The unsecured loan of H 950.01 crores carries interest rate of 8.00% p.a. compounded yearly (P.Y. H 760.07 crores
carrying simple interest ranging from 12% to 15% p.a.).
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Non-current
Particulars 31st March, 31st March,
2021 2020
Non-current
Particulars 31st March, 31st March,
2021 2020
Non-current
Particulars 31st March, 31st March,
2021 2020
Provision for employee benefits - Gratuity (Refer Note 39) 7.30 5.76
Mining land restoration obligation 5.77 0.05
13.07 5.81
Current
Particulars 31st March, 31st March,
2021 2020
i) The Company is enjoying working capital facilities under consortium banking arrangement lead by Union Bank of India,
carrying interest rates ranging from 7.30% p.a to 9.85% p.a. Working capital facilities is secured by first pari passu charge
on current assets of the Cement Plants of the company situated at Risda, Panagarh, Jajpur and Bhabua and second pari
passu charge on moveable and immovable fixed assets (present and future) of the Cement Plants of the company situated
at Risda, Panagarh, Jajpur and Bhabua.
346
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Current
Particulars 31st March, 31st March,
2021 2020
Payable to Micro, Small & Medium enterprises (Refer Note 48) 25.65 10.10
Payable to creditors other than Micro, Small & Medium enterprises 209.11 178.49
234.76 188.59
Current
Particulars 31st March, 31st March,
2021 2020
Current maturities of long term debts (Refer Note 17) 224.72 284.61
Security Deposit from Dealers, Tranporters & Others 169.31 140.81
Interest accrued and due on borrowings 56.30 40.99
Interest accrued but not due on borrowings 0.49 1.74
Creditors for capital goods 1.85 12.94
Retention money 8.09 11.96
460.76 493.05
Current
Particulars 31st March, 31st March,
2021 2020
Current
Particulars 31st March, 31st March,
2021 2020
347
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Current
Particulars 31st March, 31st March,
2021 2020
Sale of Products
- Finished goods 2,395.40 1,896.07
Other operating Revenue
- Clinker sales 18.11 50.82
- Ground Slag sales 0.02 1.55
- GGBS Processing Charges 2.20 -
- Industrial promotional assistance (Refer note 53) 76.43 67.69
- Scrap sales 3.71 2.37
Total Revenue from operations 2,495.87 2,018.50
348
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Interest Expense on
- Secured loan 195.36 207.74
- Unsecured loan 88.86 47.27
- Security deposit from dealers, transporters and others 7.43 7.25
- Lease liabilities 2.43 2.92
- Others 1.70 3.28
Processing / Prepayment fees and bank charges 8.65 11.57
304.43 280.03
349
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
350
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company's Earnings Per Share (EPS) is determined based on the net profit / (loss) attributable to the shareholders' of
the Company . Basic earnings per share is computed using the weighted average number of shares outstanding during the
year. Diluted earnings per share is computed using the weighted average number of common equivalent shares outstanding
during the year.
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require
a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have
the most significant effect on the amounts recognised in the financial statements:
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on
quoted prices in active markets, their fair value is measured using other valuation techniques. The inputs to these models
are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in
establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes
in assumptions about these factors could affect the reported fair value of financial instruments.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data from binding sales transactions conducted at arm’s length for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a Discounted Cash Flow (DCF) model.
The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company
is not yet committed to or significant future investments that will enhance the asset’s performance of the Cash Generating Unit
(CGU) being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow (DCF) model
as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on
the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may
change the utility of certain software, IT equipment and other plant and equipment.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Management’s estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of
inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly
impact the DBO amount and the annual defined benefit expenses.
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable
income against which the deferred tax assets can be utilised.
Contingent liabilities
The Company has legal proceedings and tax issues covering matters (Refer note 38), which are pending in various jurisdictions.
Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and
claims against the Company often raise difficult and complex factual and legal issues, which are subject to many uncertainties,
including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences
in applicable law. In the normal course of business, management consults with legal counsel and certain other experts on
matters related to litigation and taxes. The Company accrues a liability when it is determined that an adverse outcome is
probable and the amount of the loss can be reasonably estimated.
Revenue recognition
Company provides various discounts to the customers. The methodology and assumptions used to estimate the same are
monitored and adjusted regularly in the light of contractual and legal obligations, historical trends, past experience and
projected market conditions.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. Assessment of unfulfilled conditions and other contingencies attaching to government
assistance that has been recognized require judgment and estimations.
As at 31st March, 2021, the Company had commitments of relating to estimated amount of completion of Property, Plant
& Equipment :-
Estimated amount of contracts remaining to be executed and not provided for 17.57 6.04
(Net of Advances)
(i) Guarantee furnished by banks on behalf of the Company H 295.66 crores ( P.Y. H 219.48 crores).
(ii) Letters of Credit furnished by banks on behalf of the Company amounting to H 6.96 crores ( P.Y. H 7.63 crores).
(iii) The Company had availed stamp duty exemption as available under the Chattisgarh Industrial Policy, 2009-2014, subject
to commencing of operations of the plant within a period of 5 years which could not be completed due to delay in
land possession by the concerned State Authority, against which the office of the collector of stamps, Baloda Bazar,
352
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(iv) The stamps department of Rajasthan has demanded differential stamp duty of H 454.11 crs (plus penalty and interest)
in respect of the two mining lease agreements executed by the company, which has been calculated considering the
estimated value of resources (limestone) contained in the two pieces of land covered under the mining leases. Since
appropriate stamp duty as directed by the Asst. Mining Engineer, Deh, has already been paid by the company, this demand
has been challenged by the company by way of a writ petition in the Rajasthan High Court at Jodhpur.The Company
has also filed an affidavit before the High Court to bring on record a notification dated February 24, 2021, notified by
the Government of Rajasthan (“Notification”) in relation to the rate of assessment of market value of land for mining
purposes. The High Court, pursuant to its order dated March 16, 2021 has directed the Government of Rajasthan to
declare the exact quantum of stamp duty payable under the Notification. The matter is currently pending before the High
Court. After examination of all statutory provisions and facts pertaining to this matter, the Company is of the view that
the demand is not sustainable and expects a favorable judgment from the Rajasthan high court.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Gratuity
The amount recognised in the balance sheet and the movements in the net defined benefit obligation over the period are
as follows:
Changes in defined benefit obligation 31st March, 2021 31st March, 2020
Change in fair value of plan assets 31st March, 2021 31st March, 2020
Reconciliation of present value of defined benefit obligation and the fair value
31st March, 2021 31st March, 2020
of plan assets
Amount recognized in the statement of profit and loss 31st March, 2021 31st March, 2020
354
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Actuarial assumptions
These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount
factors are determined close to each year-end by reference to government bonds of relevant economic markets and
that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on
management’s historical experience.
As at As at
Description
31st March, 2021 31st March, 2020
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
For amortised cost instruments, carrying value represents the best estimate of fair value.
Financial assets
Investment in Mutual fund 74.04 - - - - -
Trade receivables - - 100.86 - - 123.68
Security deposit - - 30.62 - - 16.47
Cash and equivalents - - 77.41 - - 47.85
Fixed deposits - - 9.96 - - 41.15
Others
Industrial Promotional Assisstance - - 202.37 - - 125.96
Interest receivable - - 0.21 - - 0.83
Total financial assets 74.04 - 421.43 - - 355.93
Financial liabilities
Borrowings - - 3,111.75 - - 3,211.29
Trade payable - - 234.76 - - 188.59
Security deposit - - 169.31 - - 140.81
Other financial liabilities - - 19.70 - - 32.16
Total financial liabilities - - 3,535.52 - - 3,572.85
(a) Financial assets and liabilities measured at fair value and amortised cost for which fair values are disclosed
Investments
Mutual Funds 74.04 - - - - -
Loans
Security deposits - - 30.62 - - 16.47
Total financial assets 74.04 - 30.62 - - 16.47
Financial liabilities
Borrowings - 3,111.75 - - 3,211.29 -
Security deposits - - 169.31 - - 140.81
Total financial liabilities - 3,111.75 169.31 - 3,211.29 140.81
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments, mutual funds that have quoted price. The fair value of all equity instruments which are traded in the
stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using
the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included
in Level 2.
356
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in
level 3.
(b) Fair value of financial assets and liabilities measured at amortised cost and FVTPL
Financial assets
Carried at FVTPL
Investment in Mutual fund 74.04 74.04 - -
Carried at amortised cost
Trade receivables 100.86 100.86 123.68 123.68
Cash and equivalents 77.41 77.41 47.85 47.85
Fixed Deposits 9.96 9.96 41.15 41.15
Security deposits 30.62 30.62 16.47 16.47
Others
Industrial Promotional Assisstance 202.37 202.37 125.96 125.96
Interest receivable 0.21 0.21 0.83 0.83
Total financial assets 495.47 495.47 355.93 355.93
Financial liabilities
Carried at amortised cost
Trade payable 234.76 234.76 188.59 188.59
Borrowings 3,111.75 3,111.75 3,211.29 3,211.29
Security deposit 169.31 169.31 140.81 140.81
Other financial liabilities 19.70 19.70 32.16 32.16
Total financial liabilities 3,535.52 3,535.52 3,572.85 3,572.85
The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the same
as their fair values, due to short term nature.
The fair values for security deposits were calculated based on cash flows discounted using a average lending rate. They
are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including
counterparty credit risk.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
(iii) Amount Recognised in Statement of Profit and Loss Account during the period
Expenses related to short term and low asset value lease 15.17 12.52
Total expenses 15.17 12.52
358
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The Company is primarily in the Business of manufacture and sale of cement. All sales are made at a point in time and
revenue recognised upon satidfaction of the performance obligations which is typically upon dispatch/delivery. The Company
has a credit evaluation policy based on which the credit limits for the trade receivables are established. The amounts receivable
from customers become due after expiry of credit period. There is no significant financing component in any transaction
with the customers. The Company does not provide performance warranty for products, therefore there is no liability towards
performance warranty.
In compliance with IND AS 115, certain sales promotion schemes treated as variable components of consideration and have
been recognised as revenue deductions instead of other expenses.
As at As at
Particulars
31st March, 2021 31st March, 2020
The Contract liability outstanding at the beginning of the year has been recognised as revenue during year ended 31st March, 2021.
Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
The Company's principal financial liabilities comprise borrowings, trade payables and other financial liabilities. The main
purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's
principal financial assets include trade receivables, cash & cash equivalents, fixed deposits, security deposits and other
receivables that derive directly from its operations.
The Company is exposed to market risk, credit risk, price risk and liquidity risk. The company's senior management oversees
the management of these risks. The company's senior management is supported by a financial risk committee that advises on
financial risks and the appropriate financial risk governance framework for the Company. This financial risk committee provides
assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies
and procedure and that financial risks are identified, measured and managed in accordance with the Company's policies and risk
objectives. The Board of Directors reviews and agrees policies for managing each risk, which are summarised as below:
Market risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate because of changes
in market prices. Market risk comprises two types of risk: interest rate risk and currency rate risk. Financial instruments
affected by market risk include loans and borrowings, investments, payables, derivatives financial instruments and other
market changes that affect market risk sensitive instruments.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The company's exposure to the risk of changes in market interest rates
relates primarily to loans and borrowings with floating interest rates. The company monitors the credit markets and
rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
loans and borrowings affected. With all other variable held constant, the Company’s profit/(loss) before tax is affected
through the impact on floating rate borrowings, as follows:
b)
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of financial instruments will fluctuate because
of changes in foreign exchange rates. The Company’s exposure to the risk of change in foreign exchange rates is nil
as on 31st March, 2021.
B) Credit risk
Credit risk is the risk that the counterparty will not meet its obligations under a financial instrument or customer contracts
leading to financial loss. We are exposed to credit risk from our operating activities (primarily trade receivables) and from
our investing activities including deposits with banks and other financial instruments.
Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed
for each class of financial instruments with different characteristics.
(i)
Trade receivables
Customer credit risk is managed by each business location subject to our established policy, procedures and control
relating to customer credit risk management. Credit quality of a customer is assessed and individual credit limits are
360
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Summary of Company's exposure to credit risk by age of the outstanding from various customers as follows:
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addtion, a
large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
disclosed in Note 40. The Company does not always hold collateral as security.
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in
accordance with the Company’s policy. Investment of surplus funds are made only with approved counterparties. The
Company’s maximum exposure to credit risk for the components of the balance sheet at 31st March, 2021 is the
carrying amount as illustrated in Note 40.
The carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk was
H 495.49 crores as at 31st March, 2021 , being the total carrying value of trade receivables, balances with bank, fixed
deposits and other financial assets, as illustrated in Note 40.
Liquidity risk is defined as the risk that we will not be able to settle or meet our 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.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
The company has assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The
Company has access to a sufficient variety of sources of funding and debt maturity within 12 months which can be rolled
over with existing lenders.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments.
More than
Particulars Upto 1 year 1 to 2 years 2 to 5 years Total
5 years
More than
Particulars Upto 1 year 1 to 2 years 2 to 5 years Total
5 years
362
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other
equity reserves attributable to the equity holders of the Company. 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 or issue new shares. The Company monitors capital using a gearing
ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans
and borrowings, lease obligations, interest payable less cash and cash equivalents.
In order to achieve this overall objective, the company capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been
no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2021.
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures)
Relationships:
(a)
Holding Company
(b) Enterprises over which Key Management Personnel (KMP) are able to exercise control /significant influence with whom
there were transactions during the year:
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)
iv) Suraj Viniyog Private Limited (till 13th July, 2020)
v) Raviraj Viniyog Private Limited (Formerly Emami Enclave Makers Private Limited) (till 13th July, 2020)
vi) Prabhakar Viniyog Private Limited Formerly Emami High Rise Private Limited) (till 13th July, 2020)
vii) Midkot Investments Private Limited (till 13th July, 2020)
viii) TMT Viniyogan Limited (till 13th July, 2020)
ix) Sundew Finance Pvt Ltd (till 13th July, 2020)
x) Emami Limited (till 13th July, 2020)
xi) Emami Paper Mills Limited (till 13th July, 2020)
xii) Simplex Infrastructures Limited (till 13th July, 2020)
xiii) Secmec Consultants Private Limited (till 13th July, 2020)
xiv) Deevee Commercials Limited(till 13th July, 2020)
xv) Emami Capital markets Limited (till 13th July, 2020)
xvi) Magnificient Vyapaar LLP (till 13th July, 2020)
364
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)
The transactions made with related parties are on terms equivalent to those that prevail in arm's length transactions.
Outstanding balance at the end of year are unsecured and interest free (excluding loans) and settlement occurs in cash. For
the year ended 31st March, 2021, the Company has not recorded any impairment of receivables relating to amounts owned
by related parties. This assessment is undertaken each financial year through examining the financial position of the related
party and the market in which the related party operates.
365
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)
(c) Transactions with Enterprises owned or significantly influenced by key management personnel or their relatives-
366
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)
367
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)
368
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-48 : Details of dues to Micro, Small and Medium Enterprises as per MSMED Act:
The Company has considered suppliers as MSMED only for those who have submitted memorandum (as required to be
filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006)
claiming their status as Micro, Small and Medium Enterprises.
The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year
Principal amount due to micro and small enterprises 25.65 10.10
Interest due on above 0.35 -
The amount of interest paid by the buyer in terms of section 16, of the Micro Small and
Medium Enterprise Development Act, 2006 along with the amounts of the payment
made to the supplier beyond the appointed day during each accounting year
Principal 16.18 -
Interest on above - -
The amount of interest due and payable for the year of delay in making payment 0.23 -
(which have been paid but beyond the appointed day during the year) but
without adding the interest specified under Micro Small and Medium Enterprise
Development Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each 0.58 -
accounting year; and
The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the
small enterprise for the purpose of disallowance as a deductible expenditure under
section 23 of the Micro Small and Medium Enterprise Development Act, 2006
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Site Dealer
Indirect taxes
Restoration Discount Total
and litigations
Particulars expense provisions
31st March, 31st March, 31st March, 31st March,
2021 2021 2021 2021
Site Dealer
Indirect taxes
Restoration Discount Total
and litigations
Particulars expense provisions
31st March, 31st March, 31st March, 31st March,
2020 2020 2020 2020
The Company provides for the expenses to reclaim the quarries used for mining. The total estimate of the reclaimation
expenses is apportioned over the estimate of mineral reserves and a provision is made based on the minerals extracted
during the period. Mines reclaimation expenses are incurred on an ongoing basis and until the closure of the mine. The
actual expenses may vary based on the nature of reclamation and the estimate of reclaimation expenditure.
The provision for discounts is on account of various promotion and incentive schemes proposed to be announced to
dealers on products sold by the Company. The provision is based on historic data / estimated figures of discounts
paased on. The timing and amount of the cash flows that will arise will be detemined as and when these schemes will be
formalised and pay-offs approved by the management, which is generally 12 to18 months.
Provision for indirect tax includes disputed cases of excise duty and value added tax.
370
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
371
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-52 : The Company and its erstwhile Equity Shareholders have entered into Share Purchase Agreement dated 6th
February, 2020, with Nuvoco Vistas Corporation Limited ('NVCL') for transfer of 100% shareholding to NVCL for a mutually
agreed consideration. The transfer of ownership was completed on 14th July' 2020 and the final consideration was paid to the
shareholders on 21st July, 2020. The company became 100% subsidiary on 14th July, 2020.
Note-53 : Government of West Bengal under the "West Bengal State Support for Industries Scheme, 2013" ('WBSSIS 2013')
had notified certain financial support incentives by way of Industrial Promotional Assistance for setting up new industrial
projects in the state in 2013. The Company had set up a Cement Grindinig Unit in Panagarh, West Bengal and started the
commercial production in the month of November 2017. The Company applied for the registration of its Panagarh plant under
WBSSIS 2013 and has been granted preliminary registration certificate (RC-I) under the said scheme by the Directorate of
Industries, West Bengal on 27th June, 2017.
The Company in accordance with WBSSIS 2013 and as per the conditions of RC-I, had initiated the process of applying for
final registration certificate (RC-II) in 2017. However, due to pending inspection of the Panagarh plant by the government
officials despite repeated requests by the Management, the process of RC-II application is pending since then.
Further, as per the WBSSIS 2013, one of the major incentive for new industries was in the form of refund of VAT (‘Value Added
Tax’) payment made by them to the extent of 80%. However, since the Panagarh plant commenced operations in November
2017 i.e. under GST regime, the quantum of incentives depend on the proportion of CGST and/or SGST allowed by the
Commerce and Industries Department by amending the WBSSIS 2013 to give this effect. Currently, management is accruing
the value of incentives to the extent of 80% of SGST paid to the government.
Accordingly, as per their internal assessment carried out and based on the legal opinion obtained by the company from
its lawyers, management believes that all the terms and conditions of the said scheme have been complied with and is
accordingly confident of recovery of such incentives accrued till date amounting to H 164.66 crores as at 31st March, 2021
(31st March, 2020 H. 107.06 crores), including H 57.59 crores accrued during the year ended 31st March, 2021 (31st March,
2020 H. 51.02 crores).
Note-54 : Significant components of net deferred tax assets and liabilities for the year ended 31st March,
2021 is as follows:
Recognised/
Recognised/
Reversed
Opening Reversed Closing
Particulars through Other
Balance through Profit balance
Comprehensive
and Loss
Income
372
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Note-54 : (Contd..)
Significant components of net deferred tax assets and liabilities for the year ended 31st March, 2020 is as follows:
Recognised/
Recognised/
Reversed
Opening Reversed Closing
Particulars through Other
Balance through Profit Balance
Comprehensive
and Loss
Income
Note-55 : The company's name has changed from Emami Cement Limited to NU Vista Limited vide fresh certificate of
incorporation issued pursuant to change of name by the Registrar of Companies, Kolkata, on 4th June, 2020.
The World Health Organization announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and
classified its outbreak as a pandemic on March 11, 2020. On March 24, 2020, the Indian government announced a strict 21-
day lockdown across the country to contain the spread of the virus. This pandemic and response thereon have impacted most
of the industries. Consequent to the nationwide lock down on March 24, 2020, the Company’s operations were scaled down in
compliance with applicable regulatory orders. Subsequently, during the year, the Company’s operations have been scaled up in
a phased manner taking into account directives from various Government authorities. The impact on future operations would,
to a large extent, depend on how the pandemic further develops and it’s resultant impact on the operations of the Company.
The Company continues to monitor the situation and take appropriate action, as considered necessary in due compliance with
the applicable regulations.
The management has made an assessment of the impact of COVID-19 on the Company's operations, financial performance
and position as at and for the year ended March 31, 2021 and has concluded that no there is no impact which is required to
be recognised in the financial statements. Accordingly, no adjustments have been made to the financial statements.
Note-57 : The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-
employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India.
Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective
date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in
which, the Code becomes effective and the related rules to determine the financial impact are published.
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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Note-58 : The Company is engaged in the manufacture and sale of cement and cement related products. As the Company is
having only one operating segment during the period, hence, as per Ind AS 108, ‘Operating Segments’, no disclosures related
to segments have been presented.
All the non-current assets (Property, plant and equipment, capital work-in-progress, intangible assets, right of use assets and
other non-current assets) of the Company are located within India.
There are no revenues from transactions with a single external customer amounting to 10% or more of the Company’s total
revenue during the current and previous year.
As per Section 135 of the Companies Act, 2013, the company is required to spend at least 2% of the average net profits for
the immediately preceding three financial years on corporate social responsibility activities. However, as the company has
been incurring losses in the immediately preceding three financials years, the company is not liable to incur such expenditure
as per the requirement of the said Act.
Note-60 : The figure for previous year were audited by a chartered accountant other than MSKA & Associates. Previous year
figures have been reclassified / regrouped / rearranged wherever necessary to correspond with current year classification /
disclosure.
Place: Kolkata
Date: 14th May, 2021
374
NOTICE
NU VISTA LIMITED
(formerly Emami Cement Limited)
CIN: U26940MH2007PLC353160
Registered Office: Equinox Business Park, Tower – 3, East Wing,
4th Floor, LBS Marg, Kurla (West), Mumbai – 400 070
Telephone: +91 22 6769 2500
Website: www.nuvoco.com
NOTICE
Notice is hereby given that the 14th Annual General Meeting things that may be deemed necessary, proper, expedient or
of the Members of the Company will be held on Monday, July incidental, in their absolute discretion for the purpose of
5, 2021 at 03:30 p.m. through Video Conferencing (“VC”) or giving effect to this resolution.”
Other Audio Visual Means (“OAVM”), to transact the following
business:
SPECIAL BUSINESS:
2. To appoint a Director in place of Ms. Shruta Sanghavi “RESOLVED THAT pursuant to Sections 196, 197 and 203
(DIN: 08803625), who retires by rotation and being of the Companies Act 2013 ('Act’) read with Schedule V to
eligible, offers herself for re-appointment. the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and other applicable
3. To appoint M/s. MSKA & Associates as Statutory Auditor provisions, if any, (including any statutory modification(s)
of the Company. or re-enactment thereof for the time being in force), the
consent of the Company be and is hereby accorded to
To consider and if thought fit, to pass with or without the appointment of Mr. Jayakumar Krishnaswamy (DIN:
modification(s) the following resolution as an Ordinary 02099219) as the Managing Director and Key Managerial
Resolution: Personnel of the Company for a period not exceeding 5
(five) years with effect from December 2, 2020, upon the
“RESOLVED THAT pursuant to Sections 139, 142 and
terms and conditions of appointment without payment of
other applicable provisions, if any, of the Companies Act,
any remuneration, with a liberty to pay any remuneration in
2013 (the Act) and the Companies (Audit and Auditors)
future and including the remuneration to be paid in the event
Rules, 2014 (including any statutory modification(s) or
of loss or inadequacy of profits in any financial year during
re-enactment thereof, for time being in force), consent of
the tenure of his appointment, as set out in the Explanatory
the Company be and is here accorded for appointment of
Statement annexed to the Notice, with liberty to the Board of
M/s. MSKA & Associates, Chartered Accountants (Firm
Directors (including its Committee thereof) to alter and vary
Registration Number - 105047W), as the Statutory Auditors
the terms & conditions of the said Appointment, including
of the Company to hold office for a term of 5 (five) years,
the payment of remuneration in such manner as may be
from the conclusion of this Annual General Meeting until the
agreed to between the Board of Directors and Mr. Jayakumar
conclusion of 19th Annual General Meeting of the Company,
Krishnaswamy.”
to be held in the FY 2026-2027 at such remuneration
and reimbursement of out of pocket, travelling and other “RESOLVED FURTHER THAT the Board of Directors (including
expenses, as may be mutually agreed between the Board of its Committee thereof) be and are hereby authorized to pay or
Directors of the Company and the said Auditors.” revise the remuneration of Mr. Jayakumar Krishnaswamy from
time to time, to the extent the Board of Directors may deem
“RESOLVED FURTHER THAT for the purpose of giving effect
appropriate, provided that such revision is within the overall
to this resolution, the Directors, Chief Financial Officer and
limits of the managerial remuneration as prescribed under
Company Secretary of the Company be and are hereby
the Companies Act, 2013 read with Schedule V to the Act.”
severally authorized to do all acts, deeds, matters and
375
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
“RESOLVED FURTHER THAT the Directors, Chief Financial “RESOLVED FURTHER THAT Mr. Jayakumar Krishnaswamy,
Officer and Company Secretary of the Company be and are Managing Director, Mr. Rajiv Ranjan Thakur, Chief Financial
hereby severally authorized to do all acts, deeds, matters Officer and Ms. Nupur Burman, Company Secretary of
and things that may be deemed necessary, proper, expedient the Company, be and are hereby severally authorized to
or incidental, in their absolute discretion for the purpose take all steps for giving effect to the aforesaid resolution
of giving effect to this resolution including filing of the including filing of the necessary forms with the Registrar of
necessary forms with the Registrar of Companies.” Companies.”
376
NOTICE
377
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Pursuant to the provisions of Section 102 of the Companies chairmanships of Board Committees and shareholding etc.
Act, 2013 (the “Act”) and Secretarial Standard-2 on General are provided as an Annexure to this notice.
Meetings (“SS-2”), the following Explanatory Statement
sets out all material facts relating to the Special Business Except Mr. Jayakumar Krishnaswamy and his relatives, none
mentioned at Item Nos. 4 & 5 in the Notice dated May 14, of the Directors, Key Managerial Personnel of the Company
2021 and forms part of the Notice. or their relatives are, in any way, concerned or interested,
financially or otherwise in the Resolution set out at Item No.4
Item No. 4 of the Notice.
Based on the recommendation of the Nomination and The Board commends the Special Resolution set out at Item
Remuneration Committee, the Board of Directors at their No. 4 of the Notice for approval of the Members.
meeting held on July 21, 2020, had appointed Mr. Jayakumar
Krishnaswamy as an additional Director (Non-Executive) of Item No. 5
the Company with effect from July 21, 2020, subject to the
Based on the recommendation of the Nomination and
approval of Members of the Company. The Members of the
Remuneration Committee, the Board of Directors of the
Company in their meeting held on August 17, 2020, had
Company have appointed Mr. Berjis Desai (DIN: 00153675)
approved the appointment of Mr. Jayakumar Krishnaswamy
as an Additional Director in the category of Non-Executive
as Non-Executive Director of the Company.
Independent Director of the Company with effect from April
Further, based on the recommendation of the Nomination 14, 2021 for a term upto 5 (five) years subject to the approval
and Remuneration Committee, the Board of Directors at their of the Members of the Company under Sections 149 and
meeting held on November 26, 2020, have re-designated and 161 of the Companies Act, 2013 (the ‘Act’) and the Articles
appointed Mr. Jayakumar Krishnaswamy as the Managing of Association of the Company.
Director and Key Managerial Personnel of the Company for a
The Company has received a notice in writing from a member
period not exceeding 5 (five) years with effect from December
under Section 160 of the Act proposing the candidature of
2, 2020 without drawing any remuneration, subject to the
Mr. Berjis Desai (DIN: 00153675) for the office of Director
approval of the Members of the Company.
of the Company. The Company has also received declaration
The terms & conditions of appointment and the payment of from Mr. Berjis Desai (DIN: 00153675) that he meets the
remuneration to Mr. Jayakumar Krishnaswamy may be varied criteria of independence as prescribed under the Act.
or altered from time to time by the Board as it may in its
Mr. Berjis Desai (DIN: 00153675) is not disqualified from
discretion deem fit and in accordance with the provisions of
being appointed as Director in terms of Section 164 of the
the Companies Act, 2013, as amended from time to time.
Act and any other applicable laws prescribed by any authority
The aggregate remuneration in any one financial year shall and have given his consent to act as Director of the Company.
not exceed the limits prescribed under Sections 197, 198
In the opinion of the Board, Mr. Berjis Desai (DIN: 00153675)
and other applicable provisions of the Companies Act, 2013
meets the criteria of independence as specified in the Act,
read with Schedule V to the said Act or any modifications or
the Rules framed thereunder and he is independent of the
re-enactment for the time being in force.
management.
In the event of loss or inadequacy of profits in any financial
Except Mr. Berjis Desai (DIN: 00153675) and his relatives,
year during the currency of tenure of service of the Managing
none of the Directors, Key Managerial Personnel of the
Director, the payment of remuneration shall be governed by
Company or their relatives are, in any way, concerned or
the limits prescribed under Schedule V to the Companies
interested, financially or otherwise in the Resolution set out
Act, 2013, for the time being in force.
at Item No.5 of the Notice.
Brief resume of Mr. Jayakumar Krishnaswamy, nature of his
The Board commends the Ordinary Resolution set out at
expertise in specific functional areas, names of companies
Item No. 5 of the Notice for the approval of the Members.
in which he holds directorships and memberships/
378
NOTICE
Annexure to Notice
Name of Director Ms. Shruta Sanghavi Mr. Jayakumar Mr. Berjis Desai
Krishnaswamy
379
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21
Name of Director Ms. Shruta Sanghavi Mr. Jayakumar Mr. Berjis Desai
Krishnaswamy
Nupur Burman
Company Secretary
Place: Kolkata
Date: May 14, 2021
Corporate office:
DLF IT Park 1, Tower C,10th Floor,
08 Major Arterial Road, New Town
(Rajarhat), Kolkata-700156
Registered office:
Equinox Business Park, Tower 3,
East Wing, 4th Floor, LBS Marg,
Kurla (West), Mumbai – 400 070
Website: www.nuvoco.com
Phone No: +91 22 6769 2500
CIN: U26940MH2007PLC353160
380
NOTICE
Annexure A
Chairman/ Member in the Committees of the Boards of other Companies as on April 14, 2021
381
Notes
Notes
Notes