Annual Report FY2020-21

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Annual Report

2020-21
NEW IS
– The ‘Nuvo’ Route

While others build, Nuvoco is


exploring new ways of building or
‘NIRMAN’. Taking the essence from
our brand promise of ‘Shaping a new
world’ we have tried to showcase
various new ways in which Nuvoco is
redefining the world of construction
and building a safer, smarter and
sustainable world.
These new ways are based on four important pillars of our offerings:

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.

Board of Directors Secretarial Auditors Debenture Trustee


Mr. Hiren Patel M/s. Parikh and Associates IDBI Trusteeship Services Limited
Chairman Asian Building, Ground Floor, 17,
Bankers R. Kamani Marg, Ballard Estate,
Mr. Kaushikbhai Patel
Mumbai – 400 001
Non-Executive Director State Bank of India Tel: 022 - 4080 7000
Mr. Suketu Shah Yes Bank Ltd. Fax: 022 - 6631 1776
Non-Executive Director RBL Bank Ltd. Website: www.idbitrustee.com
(upto April 7, 2021) Standard Chartered Bank E-mail: itsl@idbitrustee.com
BNP Paribas CIN: U65991MH2001GOI131154
Ms. Bhavna Doshi Kotak Mahindra Bank Ltd.
Independent Director The Hongkong and Shanghai Banking
22nd Annual General Meeting
Mr. Berjis Desai Corporation Ltd.
Independent Director First Abu Dhabi Bank PJSC Monday, July 5, 2021 | 4:30 p.m.
Axis Bank Ltd Through Video Conferencing or Other Audio
Mr. Achal Bakeri Indian Bank Visual Means
Independent Director Bank of Maharashtra
(w.e.f. April 7, 2021) ICICI Bank Limited
Mr. Jayakumar Krishnaswamy Karur Vyasa Bank
Managing Director
Registered Office
Chief Financial Officer Equinox Business Park, Tower - 3,
Mr. Maneesh Agrawal East Wing, 4th Floor, LBS Marg,
Kurla (West), Mumbai – 400 070
Tel: 022 - 6769 2500/6120 2600 Forward-looking Statement
Company Secretary
Fax: 022 - 6630 6510
and Compliance Officer In this Annual Report, we have disclosed forward-
Website: www.nuvoco.com looking information to enable investors to
Ms. Shruta Sanghavi E-mail: investor.relations@nuvoco.com comprehend our prospects and take investment
decisions. This report and other statements -
CIN: U26940MH1999PLC118229 written and oral - that we periodically make contain
Statutory Auditors forward-looking statements that set out anticipated
results based on the management’s plans and
M/s. MSKA & Associates Registrar and Share assumptions. We have tried, wherever possible,
Transfer Agent to identify such statements by using words such
as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’,
Cost Auditors MCS Share Transfer Agent Limited ‘intends’, ‘plans’, ‘believes’, and words of similar
201-D Wing, 2nd Floor, substance in connection with any discussion of
M/s. R Nanabhoy & Co. future performance.
Gokul Industrial Estate, Sagbaug,
Marol Co-op Industrial Area, We cannot guarantee that these forward-looking
Internal Auditors Behind Times Square,
statements will be realised, although we believe
we have been prudent in our assumptions. The
M/s. Singhi & Co. Andheri (E), Mumbai - 400 059 achievements of results are subject to risks,
Tel: 022 - 2851 6020 uncertainties and even inaccurate assumptions.
Should known or unknown risks or uncertainties
Fax: 022 - 2851 6021 materialise, or should underlying assumptions
Website: www.mcsregistrars.com prove inaccurate, actual results could vary
E-mail: helpdeskmum@mcsregistrars. materially from those anticipated, estimated or
projected. Readers should keep this in mind. We
com undertake no obligation to publicly update any
CIN: U67120WB2011PLC165872 forward-looking statement, whether as a result of
new information, future events or otherwise.
INSIDE THIS REPORT
CORPORATE OVERVIEW

Building Stronger Bonds 06 Care Amidst Covid -19 Crisis 34

About Nuvoco 08 ESG Practices at Nuvoco 36

An Innovative and Diverse Portfolio 14 Profile of Board of Directors – NVCL 40

Chairman’s Message 20 Profile of Board of Directors – NVL 42

Message from Managing Director 22 Company Management Team – NVCL 44

Building a Robust Foundation 24 Company Management Team – NVL 45

Strengthening our Brand 28 Awards 46

Our Team. Our Pride. 31

NUVOCO VISTAS CORP. LTD. OUR SUBSIDIARY - NU VISTA LTD.


STATUTORY REPORTS STATUTORY REPORTS

Board’s Report 49 Corporate Information 271

Management Discussion and Analysis 79 Board’s Report 272

Corporate Governance Report 90 Management Discussion and Analysis 290

Corporate Governance Report 297


FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Standalone Financials Statements 105

Consolidated Financials Statements 185 Financials Statements 310

Notice 265 Notice 375


Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

BUILDING STRONGER BONDS:


Acquisition of NU Vista Ltd. (formerly Emami Cement Ltd.)

At Nuvoco, we believe strategic expansion can lay the


foundation for future success and uncover greater strengths
for our organisation. During the year under review, we
acquired 100% of equity shares of NU Vista Limited (NVL)
which enabled us to fortify our position, improve our reach
and sustain operational excellence.

06
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Our Strong Market Standing

22.32 50+ Patent


Fastest growing cement Products offered across granted for our water
company in India in terms Cement, Ready-Mix resistant cement composition
of capacity ( in MTPA) Concrete and Modern ’Duraguard Waterseal’
Building Materials business

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

07
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’

We are the fastest growing


Entrepreneurship
cement company in India in
terms of capacity addition and
installed capacity, achieving
remarkable performance over
the last five years, especially Operational
Excellence
post the acquisition of NU Vista
Limited.
Values

Care Collaboration

08
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Reflecting on our Journey of Growth

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.

Commissioning of the Mejia


grinding unit in West Bengal.

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.

09
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

ABOUT NUVOCO

Fortifying our PAN-India Presence

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

10
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Panagarh, West Bengal Mejia, West Bengal

Jojobera, Jamshedpur Bhabua, Bihar Jajpur, Odisha

Risda, Chhattisgarh Sonadih, Chhattisgarh Arasmeta, Chhattisgarh

Chittor, Rajasthan Nimbol, Rajasthan Bhiwani, Haryana

11
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

AN INNOVATIVE AND
DIVERSE PORTFOLIO

In a fast-paced world, success depends on a


company’s ability to constantly redesign its
portfolio and offer new and innovative products
that meet evolving customer needs. Nuvoco,
with more than two decades of experience in
the building material space, has become the
20
preferred brand for its customers. Our diverse New products
product portfolio caters to the growing needs introduced in
of the construction and infrastructure sectors,
the past 3 years
delivering products that abide by the highest
quality standards. across businesses

Cement Portfolio

We produce best-in-class and superior


grade cement variants made from
premium raw material.

14
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.

A new shield for


your home from
foundation to finish
with brightness of slag and
strength of silicate

15
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Ready-Mix Concrete (RMX)

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

16
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Modern Building Materials (MBM)

We offer a wide range of value-added


products including Construction
Chemicals, Multipurpose Bonding and
Waterproofing Agents, Wall Putty, Tile
Adhesive, Ready Mix Dry Plaster and
Cover Blocks under our Zero M and
InstaMix brands. The product portfolio
is popular in markets we are present
and boast of specialized innovations
that offer total waterproofing and
protection from germs.

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.

Zero M Water Shield InstaMix Bond-Aid - a Zero M GermiCheck


IWC+ specially premix high-quality India’s first anti-
designed liquid mortar for joining and microbial wall putty that
integral waterproofing bonding of blocks and keeps homes safe and
compound with modified bricks; ready-to-use with bacteria-proof.
polymers, enhancers only addition of water.
and plasticizers. It is
compatible with all types
of cement and is used in
cement concrete, mortar
and plaster.

17
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

CHAIRMAN’S
MESSAGE

Nuvoco aims at crafting a distinct


identity for itself, as a manufacturer
and supplier of innovative cement,
ready-mix concrete, and modern
building materials products and
solutions. Over the years, our
strengths have been recognised by
the industry, allowing us to expand
our footprint and continue our journey
as a key building materials player in
India.

We began the fiscal year under a


nationwide lockdown intended to
prevent the spread of a pandemic. The
situation led to new and unexpected
challenges that profoundly altered our
way of working. Prioritizing employee
health and safety, we created a
digital platform to communicate
with our people. Further, we adopted
various digital interventions to
assure business continuity and
ensure seamless operations across
the organisation. Our robust plans
enabled us to deploy an organised
COVID-19 response programme that
focused on readiness, recovery and
reinstatement of operations.
Dear Stakeholders,
In the near-term, we look forward to
FY 2020-21 brought along its fair Apart from being the second largest
further strengthen our position in the
share of challenges. Despite that, at cement producer in the world and
building materials space. With strong
accounting for over 7% of the global
Nuvoco, we regarded it as an ideal government initiatives like MGNREGA,
installed capacity; the building
occasion to unlock new opportunities PM Garib Kalyan Rozgar Abhiyan and
materials industry is critical to the
and demonstrate our endurance in the state-level schemes such as Matir
growth of India’s infrastructure. With
face of adversity. As the global and Srishti (West Bengal) and public work
growing emphasis on the construction
the Indian economy faced enormous schemes (Jharkhand), demand for
and maintenance of roads, bridges,
trials and tribulations due to the cement is forecast to rebound, once
highways and other infrastructure
Coronavirus pandemic, I am proud to the situation returns to normal, after
projects around the country, the sector
the pandemic. During the fiscal year,
state that we remained resilient and is expected to witness substantial
we strengthened our market share by
strategically adapted to a changing growth. The cement industry is geared
focusing on strategic interventions and
business environment. to capitalise on these opportunities.

20
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

a drive to incorporate newer ideas.


Despite a less than optimal start to
the year, we were able to generate
encouraging outcomes and our robust
financial performance is a testament
to our constant focus on unearthing
novel paths of growth.

The acquisition of NU Vista Limited


(formerly Emami Cement Limited) was
one of the most notable milestones in
the last year. It has brought us a step
closer to our dream – Nuvoco is now
the largest cement player in Eastern
India and the fifth largest cement
manufacturer in India!
Commissioning of first Solar Power Plant at Bhiwani Cement Plant
Driven by our vision of ‘Building
a Safer, Smarter, and Sustainable
World’, Nuvoco is committed to systems at all our integrated plants masks, food packets, and other
preserving our natural resources and with a total capacity of 44.7 MW, solar essential services.
reducing our environmental footprint. power plants with a total capacity of
Our unwavering effort to minimise We remain optimistic about positive
1.5 MW, and captive power plants with
the environmental impact of our business growth and will continue
generation capacity of 105 MW. Thus,
operations is reflected in our ability to step up our efforts to deliver
from measures to guarantee optimal
to design solutions that facilitate innovative and exceptional products
energy utilisation, to the creation of
sustainability and encourage rational for our valued customers. I strongly
green belts surrounding our areas of
procurement methods. We have believe, we stand at the cusp of
activity, we are determined to make a
actively embraced renewable energy, an exciting future, brimming with
difference.
adopted the 5R concept (Reduce, opportunities to excel and prosper.
Reuse, Recycle Recharge and Respect) We believe that our approach to
I would like to express my heartfelt
and enhanced water conservation sustainability will continue to govern
gratitude to all our stakeholders for
measures. We have also promoted our future performances, and
their sustained trust in the Company.
optimal waste management across accordingly, we are committed to
Your invaluable contribution and
the organisation. Today, despite make exceptional and constructive
contributions to the communities support is critical to our success, as
achieving one of the best quality
in which we operate. Amidst the we continue to carve out our identity
products in the market, the Company
pandemic, we have tried to create a in the ‘New Normal’.
has one of the highest cementitious
material additions in the industry. positive impact by organising activities
It produces both PSC and PPC that helped the marginalised sections Regards,
resulting in lower CO2 emission/ton of our society. Nuvoco’s employees
of cement production. The Company and their families worked with Local Hiren Patel
has installed waste heat recovery Self Help Groups to distribute face Chairman

21
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

MESSAGE FROM
MANAGING DIRECTOR
Dear Stakeholders,

With the close of yet another fiscal


year, I am privileged to bring to you an
overview of your Company’s noteworthy
performance. Although a greater part of
the year was marred by uncertainty due
to the COVID-19 pandemic, we continued
to make encouraging progress towards
our mission of being a Leading Building
Materials Company delivering Superior
Performance. Your Company has been
able to achieve this by relentlessly
focusing on strategic interventions to
generate extraordinary value for
its 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

22
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

23
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

BUILDING A ROBUST
FOUNDATION

Nuvoco Vista Corp. Ltd.

Revenue from Operations EBITDA


(H in crores) (H in crores)

FY 2020-21 5,805 FY 2020-21 1,204


FY 2019-20 6,793 FY 2019-20 1,334
FY 2018-19 7,053 FY 2018-19 957
FY 2017-18 6,297 FY 2017-18 1,043
FY 2016-17 5,832 FY 2016-17 740

PAT Margin PAT


(in %) (H in crores)

FY 2020-21 0.4 FY 2020-21 23


FY 2019-20 4 FY 2019-20 249
FY 2018-19 0 FY 2018-19 (24)
FY 2017-18 3 FY 2017-18 158
FY 2016-17 3 FY 2016-17 166

EBITDA Margin Debt Equity Ratio


(in %) (in times)

FY 2020-21 21 FY 2020-21 0.7


FY 2019-20 20 FY 2019-20 0.8
FY 2018-19 14 FY 2018-19 0.9
FY 2017-18 17 FY 2017-18 1.1
FY 2016-17 13 FY 2016-17 1.1

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

24
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

NU Vista Ltd.

Revenue from Operations EBITDA


(H in crores) (H in crores)

FY 2020-21 2,495.87 FY 2020-21 454.48

FY 2019-20 2,018.50 FY 2019-20 387.26

FY 2018-19 1,865.76 FY 2018-19 213.25

PAT Margin PAT


(in %) (H in crores)

FY 2020-21 (1.69%) FY 2020-21 (42.21)

FY 2019-20 (7.68%) FY 2019-20 (155.11)

FY 2018-19 (2.90%) FY 2018-19 (54.15)

EBITDA Margin Debt Equity Ratio


(in %) (in times)

FY 2020-21 18.21% FY 2020-21 6.35

FY 2019-20 19.19% FY 2019-20 6.03

FY 2018-19 11.43% FY 2018-19 4.79

RoCE
(In %)

FY 2020-21 8.40%

FY 2019-20 7.48%

FY 2018-19 2.56%

25
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:

New Corporate Identity


Nuvoco’s new corporate identity
following the integration of NU
Vista Limited was shared with all
stakeholders through an animated
video posted on Nuvoco’s social
media pages, which showcased
the brand ethos of the two entities
that culminated in a joint corporate
identity. This was supported by a new
domain for website https://nuvoco.
com/ that is common to both entities.

Nuvoco Home Assist


Our dedicated site NuvocoHomeAssist.com that
brings an unprecedented solution for Individual
Home Builders (IHBs). It is a one-stop platform
catering to the unique demands of consumers,
offering knowledge on the various aspects
of home construction (latest and innovative
products) and empowers them to be the
architect of their dream homes.

24 lakhs 82 lakhs
Visits (June 2020 to Pageviews (June 2020
March 2021) to March 2021)

28
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.

Association with Mirzapur 2 (a web series A compassionate social media campaign


that portrays strong culture, characters, spreading the message of not forgetting to
and story) as Exclusive Strength Partner - include senior citizens in our celebrations.
Double Bull

14 lakhs+
Engagement

29
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”

Million • Virtual Connect programs


for Dealers, Retailers and
Impressions received
Influencers
across Social Media
Platforms

Outdoor Publicity and Shop Branding for Nuvoco Products across the country.

30
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.

Employee Engagement Learning and Development

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,

Key achievements for FY 2020-21

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

CARE AMIDST CRISIS


– Our fight against COVID-19

At Nuvoco, we are proud of the way we dealt with the


unprecedented challenges caused by COVID-19. In a year that was
extremely demanding, we responded with care, discipline, agility,
and resilience-all significant traits of our company. We believe in
creating a safe and healthy working environment for our employees
and associates, as they are crucial to our success.

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

Safety Meetings Engagement with Employees and Families

34
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Meeting the needs of external Stakeholders

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.

• Employees contributed a day’s


salary to support the channel
partners (dealers and sub-dealers)
and the local communities for
the production and distribution
of face masks, food packets, and
other essential services.

• Installed ventilator machines


at government hospitals in
Janigir and Champa districts of
Chhattisgarh. Foot Operated Wash Basin

Distribution of Food Packets

35
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

ESG PRACTICES
AT NUVOCO

At Nuvoco, we are convinced that sustained economic growth


cannot occur without social progress, respect for local
communities and environmental protection.

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.

36
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

12%
Carbon /Green Footprint

In line with our corporate the industry. We produce both PSC


environmental policy, ‘climate (Portland Slag Cement) and PPC
Year-on-year reduction of total
protection and sustainable resource (Portland Pozzolana Cement) resulting
water consumption in FY 21
conservation lays the foundation in lower CO2 emission/ton of cement
for our future development’, we are production.
Consumed undertaking various initiatives to
We have also made progress towards

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.

Nutrition Garden created in Deuli Village, West Bengal

37
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Part of efforts at strengthening capabilities, we conduct English


our relationship entails partaking and Science coaching classes, legal
activities that are of great importance literacy, adult education and distance
to them, such as socio- cultural learning programs. Additionally,
Social initiatives and programs, as well as environment awareness programs
investing in community projects that and fire & safety trainings are also
As a responsible corporate entity,
would improve their socioeconomic provided for emergency preparedness.
we aspire to foster an amicable
wellbeing. We have also been awarded
relationship with communities and Skill Development & Livelihood
for our CSR activities by FICCI.
people at large. Our efforts are aimed Generation
at uplifting the lives of individuals Health & Wellbeing
and ensuring the economic as well As part of our commitment to support
as social welfare of communities. We The pandemic brought to the forefront sustainable development of places
believe, an empowered community economic and social inequalities where we operate, we encourage
is the foundation for a conducive that exist in communities globally. local communities to actively engage
environment where people and When the initial social effects of the in activities that help to improve
businesses can prosper and thrive. pandemic became evident in the first the quality of life and gaining a
few months of 2020, at Nuvoco we sustainable livelihood. We provide
took action through a comprehensive, tailoring, embroidery, stitching and
Opportunity & Diversity
multifaceted approach to provide sewing programs for women in various
Nuvoco is committed to provide equal immediate, on-the-ground relief for villages and it has helped them to
opportunities to all its employees. For longer-term economic recovery. We earn livelihoods that support their
us, diversity means a workforce with a provided support by organising health families. Further, famer training
mix of visible, underlying differences awareness campaigns, offered medical
in ethnicity, culture, religion, supplies and personal protective
nationality, age, gender, education, equipment, food donations and meal
and appearance. For us, managing kits to help people in need. We also
diversity and inclusiveness is critical arranged COVID-19 screening and
to achieving business success; health-check-up camps.
because it is in our diversity that we
Education
promote skills and talents that lend us
a competitive advantage. Developing and enhancing human
skills and capabilities through
Community Development education, learning and meaningful
work are of key drivers of economic
We strive to build enduring and success, individual well-being and
beneficial relationships with societal cohesion. We conduct
communities in which we operate. We computer training programs that Nuvoco recognises the first batch of Nirmaan
consider them critical stakeholders enable people to improve digital skills Bahini (masonry skill training programme for
and have a structured engagement women) at Jojobera, Jamshedpur
and expertise. To improve learning
mechanism which enables us to
constantly interact with communities.
We assess and identify how our
business operations impact them, and
also, how they impact our business.
We seek to understand their influence
and underlying interests so that
we can proactively manage their
expectations. We constantly keep
in touch through diverse channels,
explaining company initiatives and
plans as well as listening to their
concerns and suggestions on how we
could continue to improve on our long- Empowering the tribal population of Sunderhattu and Sarenbera villages, Jamshedpur by
term relationship. giving them access to education and enrolling them into mainstream education.

38
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

Daksh - a recent initiative that focuses on


training rural youths in industrial stitching. BEFORE AFTER

Infrastructural Development

Leveraging our expertise in the


building materials industry, we are
creating sustainable infrastructure
through our products and services.
We have constructed cement concrete
roads, community buildings, stages,
bathing steps, road dividers, mid-day-
meal sheds, waiting halls, and even
renovated school buildings and female
toilets to benefit communities in
Providing access to potable water at Sonadih village through water lifting
different parts of the country.

Our current Board consists of They ensure that the matters


eminent members who bring diverse presented before them are scrutinised
experience in various fields. All thoroughly. Further, the dedicated
our Directors are well qualified, committees, along with their chairs,
Governance experienced and are renowned conduct healthy discussions to arrive
leaders from multiple fields such as at a consensus regarding high-level
Good Corporate Governance is the manufacturing, finance, infrastructure, decisions. The performance of the
foundation of sound management taxation, governance, mergers and Board is annually evaluated using a
practices, adhering to the highest acquisitions, technology and so on. transparent process.
standards of transparency and
business ethics. Over the years, we
have been steered by leaders who have
ensured that the Company stayed on
its path of progress while adhering to
best-in-class governance. They have
accorded maximum prominence to
inclusive and purpose-driven growth,
which has translated into Nuvoco
becoming a trusted name in the
industry. To inculcate good ethical
conduct, the Board has formalised a
Code of Ethics, setting the expected
standards of conduct.

39
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

PROFILE OF BOARD OF DIRECTORS


- Nuvoco Vistas Corp. Ltd.

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 Mr. Achal Bakeri Mr. Jayakumar Krishnaswamy


Independent Director Independent Director Managing Director
(w.e.f. April 7, 2021)

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

PROFILE OF BOARD OF DIRECTORS


- NU Vista Ltd.

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. Vivek Chawla Mr. Berjis Desai


Non-Executive Director Independent Director
(w.e.f April 14, 2021)

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

COMPANY MANAGEMENT TEAM


- Nuvoco Vistas Corp. Ltd.

Mr. Jayakumar Krishnaswamy Mr. Ashish Palod Mr. Joydeep Chatterjee


Managing Director Procurement Projects, CSR & Corporate
Affairs

Ms. Madhumita Basu Mr. Maneesh Agrawal Ms. Manisha Kelkar


Marketing, Innovation & Finance & Information Human Resources & Industrial
Strategy Management Relations

Mr. Prashant Jha Mr. Raakesh Jain Mr. Sanjay Joshi


Ready-Mix Concrete Sales Manufacturing

44
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

COMPANY MANAGEMENT TEAM


- NU Vista Ltd.

Mr. Jayakumar Krishnaswamy Mr. Anant Mahobe Mr. Ashish Palod


Managing Director Manufacturing Procurement

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:

Chittor Cement Plant (CCP) was Øekad : 022112733


SL No :
recognised with a ‘Silver Award’
at the ICC National Occupational
Health & Safety Awards 2020
under the Manufacturing and Hkkjr ljdkj
Engineering Sector – Cement GOVERNMENT OF INDIA

and Allied in Large Enterprise


isVsaV dk;kZy;
THE PATENT OFFICE
Category by the Indian Chamber isVsaV çek.ki=
PATENT CERTIFICATE
of Commerce - Kolkata. (Rule 74 Of The Patents Rules)

isVsaV la- / Patent No. : 363785

: 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.

received the ‘Factory Safety


Award Programme – 2020’
for the in the large category by
the Inspection Department of
Factories and Boilers, Government
of Rajasthan.

Chittor Cement Plant (CCP)


bagged the title of ‘Excellent
Energy Efficient Unit’ by the
Confederation of Indian Industries vuqnku dh rkjh[k : 31/03/2021 isVsaV fu;a=d
Date of Grant : Controller of Patent
(CII).
fVIi.kh & bl isVsaV ds uohdj.k ds fy, Qhl] ;fn bls cuk, j[kk tkuk gS] 4th day of April 2020 dks vkSj mlds i'pkr çR;sd o"kZ es mlh fnu ns; gksxhA
Note. - The fees for renewal of this patent, if it is to be maintained will fall / has fallen due on 4th day of April 2020 and on the same day

in every year thereafter.

Nuvoco’s InstaMix (ready-to-use


bag concrete and mortar) won
the ‘Golden Peacock Innovative Duraguard Waterseal Cement was granted a patent “Water
Product/Service Award 2020’. Resistant Cement Composition” with effect from April 4, 2018 for a
term of 20 years.

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.

Nuvoco won the


‘10th CII National
HR Excellence
Award 2019-20’
for demonstrating
the Best Practices
in HR. With this
win, Nuvoco is
placed in the
401-500 Band,
which represents
a “Strong
Commitment to HR
Excellence”.

47
NUVOCO
VISTAS
CORP. LTD.

STATUTORY
REPORTS
Board’s Report 49

Management Discussion and Analysis 79

Corporate Governance Report 90


CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

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

DIVIDEND - combined sourcing of raw materials, goods and services


to achieve benefits of economies of scale;
The Company has not declared any dividend for FY 2020-21.
- Further, the Company is also implementing clinker re-
routing, where the clinker from Risda Cement Plant will
TRANSFER TO RESERVES
be moved via Sonadih Cement Plant railhead to NVL’s
The Board of Directors have decided to retain the entire grinding unit, which will eliminate additional handling
amount of the total comprehensive income of H 25.64 crores charges and reduce overall cost and increase profitability
for FY 2020-21 in the Retained Earnings. of the business;

- business integration at various levels focused on the


CORPORATE DEVELOPMENTS employees and business processes to ensure uniformity
and rationalisation of the products and services.
Acquisition of NU Vista Limited (formerly known as Emami
Cement Limited) (“NVL”) NVL being a material subsidiary of the Company, Mr. Berjis
Desai, Independent Director of the Company has been
The Company had acquired 100% of the issued and paid appointed as an Independent Director on the Board of NVL
up share capital of NVL. Subsequent to the approval of CCI w.e.f. April 14, 2021.
received on July 2, 2020, the acquisition was consummated.
Pursuant to the acquisition, NVL has become a wholly Compulsorily and Mandatorily Convertible Debentures
owned subsidiary of the Company w.e.f. July 14, 2020. The
acquisition of NVL has given the Company several competitive During the year under review, the Company has issued
advantages, including: and allotted 5,00,00,000 Compulsorily and Mandatorily
Convertible Debentures (“CCDs”) having a face value of
- Making the Company, the fifth largest cement company H 100/- (Rupees Hundred only) per CCDs at par aggregating
in India, and the largest cement company in East India, H 500 crores (Rupees Five Hundred crores only) to Kotak
in terms of capacity; Special Situations Fund on a preferential basis.
- The inclusion of the brand “Double Bull” Cement and its Amendment to the Constitutional Documents
variants in the Company’s brand portfolio;
As per the terms of the CCDs, the Articles of Association of
- Grinding units in the states of Bihar and Odisha, helped
the Company have been amended incorporating the various
the Company to achieve Cement plants in all states in
terms of the agreements entered into with Kotak Special
East India; and
Situations Fund.
- Implementation and application of best practices in
manufacturing across all the plants. Subsequent to the year under review, the Articles of
Association of the Company have been amended to align
The Company has undertaken several steps to integrate the with the requirements of the SEBI (Listing Obligations and
acquired business, plant operations and personnel with the Disclosure Requirements) Regulations, 2015 (the “Listing
existing business and intends to complete the integration by Regulations”) and the Stock Exchanges before listing of the
implementing the following initiatives: equity shares of the Company on the Stock Exchanges.

- adoption of multiple price point strategy using the


expanded product portfolio, including the “Double Bull” PERFORMANCE REVIEW
brands;
Consolidated:
- cross-sourcing of brands from the various production
The revenue from operations for FY 2020-21 increased from
facilities to ensure that the full range of brands are made
H 6,793.24 crores to H 7,488.83 crores; an increase of 10%
available across the network to improve the reach of the
over the previous year. The increase in revenue was mainly on
premium products and ensure to service the customers
account of revenue from NVL w.e.f. July 14, 2020.
in a cost-effective manner;
The Company produced 15,475 KT of Cement in FY 2020-21
- adding Portland Composite Cement manufactured at the
as against 12,607 KT in the previous year. Clinker production
NVL facilities to the Company’s product portfolio, which
increased to 8,888 KT as against 7,298 KT in the previous
will increase product variants;
year. Cement Sales volumes increased from 12,242 KT to
15,913 KT; an increase of 30% over the previous year.

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

The revenue from operations for FY 2020-21 decreased from Cement


H 6,793.24 crores to H 5,805.35 crores; a decrease of 15%
over the previous year. The decrease in revenue was mainly The cement portfolio includes different types of Cement
due to the country-wide lockdown on account of COVID-19, like Ordinary Portland Cement (“OPC”), Portland Slag
which severely impacted the Ready-Mix Concrete volumes Cement (“PSC”), Portland Pozzolana Cement (“PPC”) and
and lowered sales realisations. Portland Composite Cement (“PCC”). As part of the cement
portfolio, the Company has leading brands with multiple
The Company produced 11,138 KT of Cement in FY 2020-21 products under each brand including Concreto, Duraguard,
as against 12,607 KT in the previous year. Clinker production Premium Slag Cement, Nirmax, Double Bull, Infracem and
decreased to 6,497 KT as against 7,298 KT in previous year. Procem. Concreto and Duraguard are market leaders in their
Cement Sales volume decreased from 12,242 KT to 11,871 respective regions, and have a large and growing loyal base of
KT; a decrease of 3% over the previous year. users. Concreto is a Gold Standard in slag cement, and one
of the best cement brands available in the Indian market. Its
EBIDTA stood at H 1,203.73 crores; a decrease of 10%
specifications exceed all BIS standards. Duraguard, a type of
as compared to H 1,333.84 crores earned in the previous
PPC, has a unique Void Reduction Technology that prevents
year. The decrease in EBITDA was mainly on account of the
seepage of water and chloride, and increases the strength
country-wide lockdown, which severely impacted the demand
and density of concrete. The Company launched 1 (one) new
and supply during Q1 FY 2020-21 offset by a decrease in
product in this business division in the year under review,
cost of power and fuel, and freight and forwarding charges.
namely, Duraguard Silver cement.
The total comprehensive income for the year was H 25.64
crores as compared to total comprehensive income of Duraguard Silver cement is a PPC, which provides silicate gels
H 246.22 crores in the previous year. from slag as well as superior workability from electrostatically
precipitated dry fly ash. The product innovation is a result of
BUSINESS OVERVIEW AND STATE OF THE meticulous research and development to determine the perfect
COMPANY’S AFFAIRS and revolutionary blend of the three ingredients in a state-of-
the-art in-house facility under the highest level of technical
The Company is the fifth largest cement company in India surveillance. Slag imparts extra brightness to the shade of the
and the largest cement company in East India in terms cement and silicate increases the inherent strength and the
of Capacity (Source: CRISIL Report – Overview of Indian workability from the finest fly ash restricts the water demand
Cement Industry). The Company has grown from being solely during mixing to further add on to the strength of the cement.
cement based to a building materials company with a vision The product comes in a tamper-proof pack, which protects
to “Build a Safer, Smarter and Sustainable World”. There it from moisture and provides improved workability for the
are 11 (eleven) cement plants of the Company [including processes of concreting, brickwork, plastering and flooring
4 (four) cement plants of NVL] located in the states of that makes the construction stronger from foundation to finish
West Bengal, Bihar, Odisha, Chhattisgarh and Jharkhand in (“F2F”). The product is currently available in the state of Bihar.
East India and Rajasthan and Haryana in North India with
a combined installed capacity of 22.32 MMTPA, while 49 Ready-Mix Concrete (“RMX”)
(forty nine) Ready-Mix Concrete plants are located across
The Company’s RMX products are trusted alike by large
India. One of the key differentiators of the Company is its
developers and small contractors, builders, architects,
focus on innovation to introduce new and distinguished
government agencies, as well as Individual Home Builders
products that fulfill the gaps in the marketplace and so meet
(“IHB”) who are building their dream home. Consistency in the
our customer requirements. The Company has a dedicated
quality of concrete that is produced in automated batching
Construction Development and Innovation Centre (“CDIC”)

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.

The Company’s credit rating denotes a high degree of safety


regarding timely servicing of financial obligations. The DEBENTURES
Company has received the following credit ratings for its long
During the year under review, Company has issued and
term and short term credit Bank Loan facilities, Commercial
allotted the following Debentures:
Papers and Non-Convertible Debentures from CRISIL and
Ind-Ra:
Sr. Description No. Of Face Value Issue Size Allotment
No Debentures (J) (J in crores) date
Rating Agency Rating Instrument/Facility
Non Convertible Debentures
CRISIL CRISIL AA/ Long Term Bank Loan 1 Rated, secured, 8,000 10,00,000 800 June 11,
Negative listed, redeemable, 2020
non-convertible
CRISIL AA/ Non-Convertible
debentures
Negative Debentures
2 Rated, secured, 6,500 10,00,000 650 June 18,
CRISIL AA-/ Non-Convertible listed, redeemable, 2020
Negative Debentures (Perpetual) non-convertible
CRISIL A1+ Short Term Bank Loan debentures
CRISIL A1+ Commercial Paper 3 Redeemable, 4,000 10,00,000 400 July 1,
listed, secured 2020
Ind-Ra IND AA/Stable Long Term Bank Loan
and rated
IND AA/Stable Non-Convertible
non-convertible
Debentures debentures
IND AA-/Stable Non-Convertible 4 Secured, 5,000 10,00,000 500 September
Debentures (Perpetual) redeemable, 25, 2020
IND A1+ Short Term Bank Loan listed and rated
non-convertible
IND A1+ Commercial Paper
debentures
5 Secured, 4,000 10,00,000 400 March 30,
PUBLIC DEPOSITS redeemable, 2021
listed and rated
During the year under review, the Company has not accepted non-convertible
debentures
any deposits from the public falling within the meaning
Total 27,500 2,750
of Sections 73 and 76 of the Act and the Rules framed
Convertible Debentures
thereunder. 1 Compulsorily 50,000,000 100 500 July 13,
and mandatorily 2020
convertible
SHARE CAPITAL debentures

Authorised Share Capital


The Company has fully redeemed Series C and Series D,
During the year under review, there was no change in the Listed, Secured, Redeemable and Rated Non-Convertible
Authorised Share Capital of the Company. As at March 31, Debentures (“NCDs”) aggregating H 1,600 crores on June 30,
2021, the Authorised Share Capital of the Company was 2020. Further, during the year under review, the Company
H 88,011,100,000 crores divided into 7,801,110,000 equity has made partial early redemption of the NCDs of H 800
shares having face value of H 10/- each and 1,000,000,000 crores and H 650 crores on October 13, 2020 and March
preference shares having face value of H 10/- each. 13, 2021 respectively. The principal outstanding amount
as on March 31, 2021 for the said NCDs was H 248 crores
and H 202 crores, respectively. Subsequent to the year under

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”.

Further, the Board has approved various policies and framed/


CORPORATE GOVERNANCE REPORT
re-stated the terms of reference/charter of the committees
The Company is committed to maintain the highest standards of the Board to comply with the provisions of the Listing
of Corporate Governance and adhere to the Corporate Regulations. Also, Niyogi Enterprise Private Limited and
Governance requirements and transparency in all its dealings Dr. Karsanbhai K. Patel were identified as the Promoters of
and places high emphasis on business ethics. the Company.

A separate section on the Corporate Governance forming


part of this Board’s Report is included in the Annual Report.
BOARD OF DIRECTORS

Number of Meetings of the Board of Directors


EVENTS SUBSEQUENT TO THE YEAR UNDER
During the year under review, 5 (five) Board Meetings were
REVIEW
convened and held, the details of which are provided in the
Filing of Draft Red Herring Prospectus (“DRHP”) with SEBI “Corporate Governance Report”.
and Stock Exchanges
Committee Position
Pursuant to the requisite approval of the Board and Members
The details of the composition of the Committees, meetings
of the Company, the Company has filed the DRHP with SEBI
held, attendance of Committee members at such meetings,
and the Stock Exchanges, viz. NSE and BSE on May 6, 2021
and other relevant details are provided in the “Corporate
in relation to its proposed initial public offering of equity
Governance Report”.
shares bearing face value of H 10/- each, aggregating up to
H 5,000 crores; comprising a fresh issue by the Company, Recommendation of Audit Committee
aggregating up to H 1,500 crores, and an offer for sale by
Niyogi Enterprise Private Limited, one of the promoters of During the year under review, there were no instances of non-
the Company, aggregating up to H 3,500 crores. As on the acceptance of any recommendation of the Audit Committee
date of this Board’s Report, the comments/approval from of the Company by the Board of Directors.
SEBI and the Stock Exchanges are awaited on the DRHP filed
by the Company. Reappointment of Director

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.

Pursuant to the provisions of Section 136 of the Act, the


MANAGEMENT DISCUSSION AND ANALYSIS REPORT Audited Standalone and Consolidated Financial Statements
of the Company along with relevant documents are available
A detailed analysis of the Company’s performance is
on the Company’s website www.nuvoco.com.
discussed in the Management Discussion and Analysis
Report for the period under review and is available as a
separate section which forms part of the Annual Report. HOLDING COMPANY

As on March 31, 2021, the holding Company is Niyogi


CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Enterprise Private Limited.

The Company has always been committed to sustainable


development; pursuing a corporate social responsibility SUBSIDIARY COMPANY AND JOINT VENTURE
(“CSR”) strategy that combines industrial know-how with
As on March 31, 2021, the Company has 1 (one) wholly
performance, value creation, respect for employees and local
owned subsidiary, viz. NVL and 1 (one) joint venture, viz.
cultures, and environmental protection, as well as conservation
Wardha Vaalley Coal Field Private Limited.
of natural resources and energy and involving partnership
with nearby communities to bring about a meaningful change

57
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

PARTICULARS OF CONTRACTS OR ARRANGEMENTS records conducted by a Cost Accountant. It has, accordingly,


WITH RELATED PARTIES made and maintained such cost accounts and records.
The Company had appointed M/s. R Nanabhoy & Co, Cost
All related party transactions/contracts/arrangements that Accountants, to conduct the cost audit of the Company for
were entered into by the Company during the year under the FY 2020-21.
review were on an arm’s length basis and in the ordinary
course of business, and were in compliance with applicable Secretarial Auditor
provisions of the Act and the requisite disclosures under
Pursuant to the provisions of Section 204 of the Act and the
Listing Regulations have been made. There are no material
Rules framed thereunder, the Company had appointed M/s.
transactions with any related party as defined under Section
Parikh & Associates, Company Secretaries in practice, to
188 of the Act read with the Companies (Meetings of Board
undertake Secretarial Audit of the Company for FY 2020-21.
and its Powers) Rules, 2014 which may have a potential
The Report of the Secretarial Auditor in Form MR-3 for
conflict with the interest of the Company at large. Also, there
FY 2020-21 is annexed as Annexure 3.
are no material transactions with any related party that are
required to be disclosed under Form AOC-2. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
All related party transactions specifying the nature, and terms
and conditions of the transaction, were placed before the Reporting of Fraud
Audit Committee for its approval and noting on a quarterly
basis. The transactions entered into with related parties are During the year under review, the statutory, cost and
certified by the Management stating that the same are in the secretarial auditors have not reported any instances of frauds
ordinary course of business and on an arm’s length basis. committed in the Company by its officers or employees, to
the Audit Committee under Section 143(12) of the Act.
The details of related party transactions that were entered
into during FY 2020-21 are given in the notes to the Financial
Statements as per Ind AS 24, which forms part of the Annual PARTICULARS OF EMPLOYEES
Report.
The details of employees remuneration as required under
Section 197(12) of the Act, read with Rule 5(1) of the
PARTICULARS OF LOANS, GUARANTEES, SECURITIES Companies (Appointment and Remuneration of Managerial
AND INVESTMENTS Personnel) Rules, 2014, is annexed as Annexure 4.

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”)

The Company’s prime focus is providing a safe and healthy


The Auditors’ Reports do not contain any qualifications,
work environment to all its stakeholders. It is always working
reservations, adverse remarks or disclaimers.
towards a goal of ZERO HARM and conducts business in
Cost Auditor accordance with the local legal and regulatory requirements.

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.

Over the years, the Company has steadily reduced water


consumption per ton of cement produced from 267 L/T to
235 L/T. The year under review was an exception due to the
COVID-19 Pandemic during which many of the plants were
shut down for a period due to the nationwide lockdown.

Water Consumption (L/T-Cem)

Rainwater harvesting – Jojobera Cement Plant 270 267


260
251
250
240 235
229
230
220
210
FY 18 FY 19 FY 20 FY 21

Rainwater harvesting – Sonadih Cement Plant

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

Grid Grid Grid


WHR WHR WHR
FY 19 FY 20 FY 21
CPP CPP CPP
Solar Solar Solar

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.

The Company is among the best in the industry in terms


of installed capacity of WHR per million tonne of cement
capacity (Source: CRISIL Report – Overview of Indian Cement
Industry).

The details of various measures undertaken for reduction of


Energy Consumption are provided in Annexure to this Report.

Climate

Reduction in Emissions

The Company has installed high-end equipment in the plants


to control the stack and fugitive dust emission, which help
Solar Power Panels – Chittor Cement Plant
in the collection and reuse of fine materials. This equipment
also ensures that the emission levels are well within
Chittor cement plant has also installed a solar power plant of
prescribed limits. In addition to this, all plants constantly
500 KWP in its colony; making it a green significant step on the
strive to increase the puzzolanic additions, i.e. Fly Ash and
Company’s part towards renewable energy. The Company has
Slag, to make PPC and PSC variants of cement to decrease
over the years increased its Thermal Substitution Rate, and
the greenhouse gas (“GHG”) emissions by decreasing the
reduced Specific Heat Consumption and Specific Electrical
usage of our finite natural resources.
Energy while increasing its green energy consumption.
Use of Alternative Fuels and Alternative Raw Materials
Thermal Substitution Rate (%)
In order to support the green environment and sustainability,
8% 6.40% use of alternative fuel and alternative raw materials has
become a key focus area for the Company. The Company has
6% 4.60% 4.70%
3.70% been a pioneer in the Industry initiating “Co-processing”.
4% Co-processing is the use of waste as raw material, or
2% as a source of energy, or both to replace natural mineral
resources and fossil fuels such as coal, petroleum and gas
0%
FY 18 FY 19 FY 20 FY 21 in industrial processes, mainly in energy intensive industries
such as cement, lime, steel, glass, and power generation.
The Company has implemented the principle of Industrial
Heat Consumption (kcal/Kg-KK) Ecology as a method to conserve fossil fuels and non renewal
750 resources. It has invested in building infrastructure of
746 feeding system for alternative fuels and also demonstrated
745 742
the process mastery by developing capabilities in its plants
740
735 to consume all types of wastes including the hazardous
735
730 industrial wastes (solid and liquid).
730
725 Addition of cementitious material (fly ash, ground blast
720 furnace slag) in cement helps to reduce the carbon footprint
FY 18 FY 19 FY 20 FY 21 in cement as waste from a different industry is utilized in

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

The Company’s endeavour has been to develop a green belt


in and around all its plants, and in the process it has also
worked closely with local government authorities to facilitate
the same. Last year, in total, over thirty five thousand saplings
were planted across all its plant premises.

Other Initiatives

The Company also supports green initiatives by dispatching


communication to the Shareholders, Debenture Holders and
Debenture Trustee by email.

With its sustainability initiatives, the Company is looking to


create value for all its stakeholders – customers, employees
and local communities (in the vicinity of its production
plants). These actions define its commitments for the future
and its contribution to a sustainable environment, climate
Greenbelt – Chittor Cement Plant
and society. The Company expects that these initiatives will
enable it to build a better and greener world in which to live.

DISCLOSURE UNDER THE SEXUAL HARASSMENT


OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy


in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. As per the requirement of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder, the
Company has formed Internal Complaints Committee (“ICC”)
Greenbelt – Sonadih Cement Plant
to address complaints pertaining to sexual harassment of
women at the workplace. All employees are covered under
Eco Friendly Product this policy.
The Company has launched a few eco-friendly products; viz. During the year under review, no complaints of sexual
Concreto Green Cement, which consumes up to 25% less harassment were received and 20 (twenty) Awareness
water and increases the strength of concrete up to 70%; this Programmes about Sexual Harassment Policy were
can be used in those areas where water scarcity is a perpetual conducted virtually to account for the COVID-19 pandemic.
issue. Concreto Ecodure (Green Concrete), is another pro- This has also been included in the induction training for the
environment product, which uses a pozzolanic additive to benefit of all new joinees.

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.

Pursuant to Section 134(3)(c) read with Section 134(5) of


the Act, the Board, to the best of their knowledge and ability, ACKNOWLEDGEMENTS
confirm that –
The Directors wish to place on record their appreciation
a) in the preparation of the annual accounts, the applicable for the continued cooperation and support extended to the
accounting standards have been followed along with Company by government authorities, customers, vendors,
proper explanation relating to material departures, if regulators, banks, financial institutions, rating agencies,
any; stock exchange, depositories, auditors, legal advisors,
consultants, business associates, members, debenture
b) they have selected such accounting policies and applied holders, debenture trustee, and other stakeholders during
them consistently and made judgments and estimates the year. The Directors also convey their appreciation to
that are reasonable and prudent so as to give a true and employees at all levels for their contribution, dedicated
fair view of the state of affairs of the Company as at services and confidence in the management.
March 31, 2021 and of the profit for that period;

c) they have taken proper and sufficient care for the


maintenance of adequate accounting records For and on behalf of the Board of Directors
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
Hiren Patel
d) they have prepared the annual accounts on a going Place: Mumbai Chairman
concern basis; Date: May 21, 2021 (DIN: 00145149)

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)

1. Brief outline on CSR Policy of the Company

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.

CSR activities are carried out through the following locations:

1. Arasmeta Cement Plant


2. Bhiwani Cement Plant
3. Chittorgarh Cement Plant
4. Jojobera Cement Plant
5. Mejia Cement Plant
6. Sonadih Cement Plant
7. Nimbol Cement Plant
8. Mumbai Head Office

The themes of CSR activities and programmes at various locations of the plants are mainly:

a. Surakshit Bharat - Safety


b. Sakshar Bharat - Education
c. Swasth Bharat - Health
d. Saksham Bharat - Employability
e. Sanrachit Bharat - Rural Infrastructure
f. Others (Admin, Stakeholders Management, etc.)

2. Composition of CSR Committee:

Sr. Name of Director Designation/ Nature Number of meetings Number of meetings


No of Directorship of CSR Committee of CSR Committee
held during the year attended during the year

1 Mr. Berjis Desai – Chairman Independent Director 2 2


2 Mr. Kaushikbhai Patel – Member Non Executive Director 2 2
3 Mr. Jayakumar Krishnaswamy – Member Managing Director 2 2
4 Mr. Suketu Shah - Member* Non Executive Director 2 2
* ceased to be a Member w.e.f. April 7, 2021

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

Sr. Financial Year Amount available for Amount required to be


No set-off from preceding set-off for the financial
financial years (in J) year, if any (in J)

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

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent Amount Unspent (in J)


for the Financial Year Total Amount transferred to Amount transferred to any fund specified under
(in J) Unspent CSR Account as per Schedule VII as per second proviso to Section 135(5)
Section 135(6)
Amount. Date of transfer Name of the Fund Amount Date of transfer

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:

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of the Project Item from the list of activities in Local Location of the project Amount Mode of Mode of Implementation
No. Schedule VII to the Act area spent Implementation - - Through Implementing
(Yes/ for the Direct Agency
No) project (Yes/No)
State District Name CSR
(J in
Registration
crores)
number

1 Arasmeta Cement Plant & Chilhati Projects


(a) Sakshar Bharat – Promotion of education Yes Chhattisgarh Janjgir- 0.01 No NIDHEE Not
Education Champa Trust Applicable*

66
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of the Project Item from the list of activities in Local Location of the project Amount Mode of Mode of Implementation
No. Schedule VII to the Act area spent Implementation - - Through Implementing
(Yes/ for the Direct Agency
No) project (Yes/No)
State District Name CSR
(J in
Registration
crores)
number

(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

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of the Project Item from the list of activities in Local Location of the project Amount Mode of Mode of Implementation
No. Schedule VII to the Act area spent Implementation - - Through Implementing
(Yes/ for the Direct Agency
No) project (Yes/No)
State District Name CSR
(J in
Registration
crores)
number

(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

(d) Amount spent in Administrative Overheads – Nil

(e) Amount spent on Impact Assessment, if applicable – Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) – H 6.05 crores

68
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(g) Excess amount for set off, if any

Sr. Particular Amount (in J)


No

(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):

(1) (2) (3) (4) (5) (6) (7) (8) (9)


Sr. Project Name of the Financial Year Project Total amount Amount spent on Cumulative amount Status of
No. ID Project in which the duration allocated for the project in the spent at the end of the project
project was the project reporting Financial reporting Financial - Completed
commenced (in J) Year (in J) Year (in J) /Ongoing

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)

a) Date of creation or acquisition of the capital asset(s) - Not Applicable

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

Mr Berjis Desai Mr Jayakumar Krishnaswamy


Chairman – CSR Committee Managing Director
(DIN: 00153675) (DIN: 02099219)

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

Part “A”: Subsidiaries


(Information in respect of each subsidiary to be presented with the amounts for the Financial Year ended March 31, 2021)

(H in lakhs)
Sr. Particular Details
No

1. Name of the subsidiary NU Vista Limited


(formerly known
as Emami Cement
Limited)
2. The date since when subsidiary was acquired July 14, 2020
3. Reporting period for the subsidiary concerned, if different from the holding company’s -
reporting period
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in -
the case of foreign subsidiaries
5. Share capital 24,207.50
6. Reserves & surplus 20,522.78
7. Total assets 4,24,429.74
8. Total Liabilities 3,79,698.46
9. Investments 7,403.58
10. Turnover 2,50,399.05
11. Loss before taxation 4,221.24
12. Provision for taxation -
13. Loss after taxation 4,221.24
14. Proposed Dividend -
15. % of shareholding 100
Notes:
1. Names of subsidiaries which are yet to commence operations: None
2. Names of subsidiaries which have been liquidated or sold during the year: None

Part “B”: Associates and Joint Ventures


Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

(H in lakhs)

Name of associates/Joint Ventures Wardha Vaalley Coal Field


Private Limited
1. Latest audited Balance Sheet Date March 31, 2020
2. Date on which the Associate or Joint Venture was associated or acquired March 20, 2009
3. Shares of Associate/Joint Ventures held by the company on the year end
Number of shares 861,300
Amount of Investment in Associates/Joint Venture (H) 86.13
Extent of Holding % 19.14
4. Description of how there is significant influence No significant influence, it is
a joint control

70
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(H in lakhs)

5. Reason why the associate/joint venture is not consolidated Not Applicable


6. Net worth attributable to shareholding as per latest audited Balance Sheet (66.42)*
7. Profit/(Loss) for the year
i. Considered in Consolidation -
ii. Not Considered in Consolidation (7.85)*
* Unaudited numbers as on March 31, 2021, as the financials of Joint Venture were not audited as on the date of this Report.

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

For and on behalf of the Board of Directors

Jayakumar Krishnaswamy Bhavna Doshi


Managing Director Independent Director
(DIN: 02099219) (DIN:00400508)

Maneesh Agrawal Shruta Sanghavi


Chief Financial Officer Company Secretary

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

73
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.

(vii) The approval of the members was obtained on September


Allotment Date ISIN Amount
17, 2020 for the following:
(J in crores)

11/06/2020 INE118D07138 800 a. Under Section 180(1)(c) of the Companies Act,


18/06/2020 INE118D07146 650 2013 to remove the cap on the working capital limit
01/07/2020 INE118D07153 215 of Rs. 750 crores in the aggregate borrowing limits
01/07/2020 INE118D07161 185 of Rs. 8,750 crores of the Company.
25/09/2020 INE118D07179 500
b. Under Section 180(1)(a) of the Companies Act,
30/03/2021 INE118D07187 400
2013, to provide assets of the Company as Security
(iii) The Following list of Non-Convertible Debentures were (creation of charge) for an aggregate amount not
redeemed/partially redeemed during the period of exceeding a sum of Rs. 8,750 crores.
Audit:-
(viii) The Company had issued Commercial Papers of value
aggregating H 780 crores and redeemed the Commercial
Date of ISIN Amount
Papers of value aggregating H 780 crores.
Redemption (J in crores)

June 30, 2020 INE548V07039 800


June 30, 2020 INE548V07047 800
October 13, 2020 INE118D07138 276
For Parikh & Associates
October 13, 2020 INE118D07146 224
Company Secretaries
March 12, 2021 INE118D07146 224
March 12, 2021 INE118D07138 276
Jigyasa N. Ved
(iv) The Company has issued and allotted Compulsorily
Partner
and Mandatorily Convertible Debentures aggregating
Place: Mumbai FCS No: 6488 CP No: 6018
to H 500 crores on preferential basis to Kotak Special
Date: May 21, 2021 Udin: F006488C000351569
Situations Fund (represented by its investment manager,
Kotak Investment Advisors Limited) on July 13, 2020.
Note: This Report is to be read with our letter of even date
(v) The Company completed the acquisition of NU Vista which is annexed as “ANNEXURE I” and forms an integral
(formerly known as Emami Cement Limited) on July 14, part of this report.

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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.

Our report of even date is to be read along with this letter.

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.

For Parikh & Associates


Company Secretaries

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:

Sr. Name of Director Designation Ratio of Remuneration % Increase/(Decrease)


No of each Director to in Remuneration in the
median remuneration FY 2020-21
of employees

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.

For and on behalf of the Board of Directors

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”);

2. Operational optimisation of Cement Mill Circuit Arasmeta Cement plant


at Jojobera Cement Plant for consuming 100%
• Bag filter fan inlet duct modifications;
wet slag received from TISCO;

3. Replacement of old incandescent lightings by • SG Fan-2 inlet duct modifications;


LED lights;
• PF improvement by altering the WHR system PF;
4. In house modification to resolve the vibration of
PH-2 boiler to increase the Waste Heat Recovery • WHRs Auxiliary Consumption reduction by
(“WHR”) Generation; optimisation and KAIZENs;

5. Operational Optimization of Pyro-process for • Process optimization and size optimisation in


energy conservation with corrective actions; Raw Mill, thereby reducing Power Consumption.

6. Power Factor improvement. Jojobera Cement plant


ii. Steps taken by the Company for utilising alternate • Installation of 4-high efficiency fans replacing
sources of energy old/inefficient fans;
1. Usage of various types of waste materials as a
• Installation of 2 heater banks of 36 KW each to
substitute for convention fossil fuels in its kilns
improve combustion of furnace oil in HAG;
like solid waste, liquid waste, plastic waste,
carbon black, drill cut etc; • Optimisation of FG#1 and FG#2 V-Separator
feeding and venting gas to improve productivity
2. Solid waste system chute modification done
with wet slag grinding in roll press;
to avoid jamming and increase the AFR
Consumption; • Optimisation of grinding pressure and overall
grinding in FG#3 to improve productivity;
3. Infrastructure for handling and usage of liquid
waste materials as energy source is being • Optimisation of grinding process in FG#3 to
augmented at Nimbol Cement Plant (“NCP”) improve PSD of intermediate product [OPC-
and Arasmeta Cement Plant (“ACP”) plants special];
based on potential availability of such materials.
• Reduced idling of material handling equipment(s)
iii. The capital investment on energy conservation
through smart reverse interlocking;
equipments – J 91.50 crores
• Reduced compressed air usage through
The following projects were implemented in
installation of belt conveyors in slag silo extraction
FY 2020-21 to reduce energy consumption:
system removing existing vibro-feeders.
Sonadih Cement plant
Chittorgarh Cement plant
• Installation of high rating coriolis feeder to cater
• Raw Mill Bag House 1 chamber isolation for
increased volume due to high ash coal (saving in
power reduction;
fuel cost);

77
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.

(B) Technology Absorption: Hiren Patel


Chairman
i. Efforts made towards technology absorption (DIN: 00145149)

• Installation of 4-high efficiency fans replacing Place: Mumbai


old/inefficient fans; Date: May 21, 2021

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Management Discussion and Analysis


A. Indian Structure and Development account of a fall in foreign currency assets (“FCA”). It was
still better compared to US$ 469.9 billion at end- March
Indian Economy Overview 20204. India attracted a total foreign direct investment
(“FDI”) inflow of US$ 72.12 billion during April-January
India is among the fastest growing economies of the
2020-21, the highest ever for the first ten months of a
world1 in terms of GDP. As compared to previous year,
financial year and 15% higher as compared to the first
the economy has contracted by 7.3%3 in FY 2020-21,
ten months of FY 2019-20 (US$ 62.72 billion)5. The
which is consistent with estimates from other credible
measures taken by the government on the fronts of FDI
institutions such as World Bank2. There are various
policy reforms, investment facilitation and ease of doing
factors that led to downward trend such as plummeting
business have resulted in increased FDI inflows into the
of manufacturing sector, decrease in household
country.
consumption, and increase in the unemployment rate.
The increased Government consumption and net exports India remained a preferred investment destination in FY
have cushioned the economy from sinking further along 2020-21 with FDI pouring in amidst global asset shifts
with a stable agricultural sector. towards equities and prospects of quicker recovery in
emerging economies. Net FPI inflows recorded an all-
The Indian economy encountered a ‘once in a century’ time monthly high of US$ 9.8 billion in November 20202,
crisis due to the COVID-19 pandemic that affected as investors’ risk appetite returned, with a renewed
economic activities and consequently impacted the search for yield, and US dollar weakened amid global
livelihood of billions of people. The industrial sector, monetary easing and fiscal stimulus packages. During
not an exception to this shock, experienced a sharp April-December 2020, India was the only country among
decline during the period of the lockdown. The economic emerging markets to receive net equity FII inflows. Mild
activity, however, started recovering as the unlocking contraction of 0.8% in investment (as measured by
process began. The various subcomponents of Index Gross Fixed Capital Formation) in H2 FY 2020-21 was
of Industrial Production (“IIP”) and eight-core index witnessed as compared to 29% drop in H1 FY 2020-212.
have experienced a V-shaped recovery with consistent
movement being seen towards the pre-crisis levels. Industry Overview
Based on the IIP, the industrial activity contracted by 1.9
Manufactured from limestone and other materials,
per cent in November-2020 recovering from the nadir of
cement is often mixed into concrete to provide housing,
(-) 57.3 per cent in April-20202. The broad-based quick
roads and pipes supplying water to communities. India
revival of the industrial activity stemmed from remedial
is home to the world’s second largest cement industry
measures, reforms, and the sizable stimulus package
and accounts for over 8% of global installed capacity6.
announced by the Government of India (“GoI”) under the
The Indian Cement Industry has an installed capacity of
Atmanirbhar Bharat package.
approximately 545 million tonnes comprising over 250
Consumer Food Price Index (“CFPI”) and Consumer Price large cement plants7. The cement industry has important
Index (“CPI”) - combined Y-o-Y inflation rate was 4.94% economic significance due to its long and diversified
and 5.52% respectively in March 2021 (provisional)3. supply chain contributing 5.4 per cent of global GDP
India’s IIP for April 2021 stood at 126.6 against 143.4 and 7.7 per cent of global employment8.
for March 20213. Cement production in FY 2020-21 reached 294 million
tonnes, registering a de-growth of -12% year on year
India’s foreign exchange reserves slumped by US$2.98
from 334 million tonnes during FY 2019-20. This is a
billion during the week ended March 26 and stood at
significant drop considering the de-growth that was
US$ 579.285, the decline in the reserves was mainly on
registered in FY 2019-20 (-0.9% Y-o-Y).

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.

Domestic Cement production (FY 2020-21, Million tonnes)

April-March Production y-o-y

FY19 337 13.1%


FY20 334 -0.9%
FY21 294 -12.0%

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

2018-19 2019-20 2020-21

Source: CARE Ratings

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

B. Opportunities and Threats

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.

Focus on Urban Housing Scheme: As part of the


Aatmanirbhar Bharat package, the government had
made a provision for an additional outlay of H 18,000
crore for the urban housing scheme (PMAY-U) during
Q3 FY 2020-21. In Union Budget FY 2021-22, the
GoI extended benefits, under Section 80-IBA of the
Income Tax Act, until March 31, 2022, to promote
affordable rental housing in India.

Urban Rejuvenation Mission: The allocation of


H 13,750 crores (US$ 1.88 billion) and H 12,294
crores (US$ 1.68 billion) for Urban Rejuvenation
Mission: AMRUT and Smart Cities Mission and
Swachh Bharat Mission, respectively and H 27,500
crores (US$ 3.77 billion) in the Union Budget
under Pradhan Mantri Awas Yojana. Demand is also
getting influenced by the non-trade segment gaining
momentum with the resumption of construction
work of institutional infrastructure projects such as
roadways and metros.

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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

C. Outlook and railway works is a positive for cement manufacturers.


Enhanced outlay of approx. H 1,18,101 crores for Ministry
India’s GDP growth rate is anticipated to be 9.3% in FY of Road Transport and Highways (“MoRTH”) of which
2021-22, a downward revision from earlier estimates approx. H 1,08,230 crores to augment road construction
owing to the second COVID-19 wave that swept the as well. Despite the pandemic-led disruption, the
country during the initial months of the fiscal year. Government has managed to construct 33 kms per day
However, the ongoing key reforms and sops in the form of national highways in FY 2020-21 and further aims to
of manufacturing Production-Linked Incentive (“PLI”) construct 40 km/day during FY 2021-22. Proposals to
schemes, formalisation of labour codes, incentivising further incentivize and boost affordable housing to real
policies for FDI investments, and relaxing sectoral FDI estate developers is to support cement demand. Lastly,
norms for higher FDI inflows along with privatisation will rural demand will also be the major driver for cement
help improve productivity and support long-term growth. considering the monsoons have been favourable in most
part of the country. This could translate in an inflow of
India’s vision is to become a US$5 trillion economy
cash in the rural economy, which could commensurate
in the next few years and to achieve this goal, India
in infrastructure creation thus augmenting cement
needs to shift its gears to accelerate investments, revive
demand. Allocation towards rural infrastructure creation
consumer and business sentiments. In this uncertain
has increased to approx. H 40,000 crores from approx.
world, three key elements are necessary: a vision, a
H 30,000 crores.
strategic blueprint to achieve the vision, and practical
tools to recalibrate constantly to the strategic blueprint.
The movement restrictions or area specific lockdowns D. Risks and Concerns
in most of the regions are likely to impact the service
Given below are the associated risks and concerns and
sectors more than industrials with the former still
their mitigation:
reeling under post pandemic crisis. Amidst an uncertain
economic environment, the key factor for forecasting I. The Long-term Implications of the Ongoing
any economic variable lies in the efficacy and coverage COVID-19 Pandemic
of the vaccination program. The vaccination success
supported by favourable predictions in South West Associated Risks:
monsoon in FY 2021-22 and trickle-down effect of the
increased capex spending infrastructure10 would provide The COVID-19 pandemic brought the entire
a strong path for recovery. The momentum will require world to a standstill affecting every facet of
careful supervision to address inflationary trends and normal life. While the economy restarted backed
surge in commodity prices so as to uplift the depressed by government stimulus; the new phase of the
consumer sentiments. pandemic has once again placed a number
of hurdles for it to overcome. Governments
Going forward, FY 2021-22 outlook for cement industry responded with appropriate measures
seems sanguine due to the government’s thrust towards that involved nation-wide and area-specific
infrastructure creation and development, being the lockdowns causing widespread disruption to
propeller of growth in the economy. The growth in the regular business activities.
industry is conditional on the developing scenarios from
COVID-19 surges and associated opportunity loss. Mitigation:

Budgetary Support The guidelines laid down by the local government


authorities have been followed. The Company
An increase of 26.2% to H 5.54 lakh crores in capex firmly believes in abiding by the norms that have
expenditure in the allocation towards infrastructure been laid down and has also taken measures to
development presents significant opportunity for the ensure the safety of its employees, contract
cement industry, as being an important downstream workers and business associates.
sector in the value chain for the tangible infrastructure
projects. Even the projects under the gamut of National Continuing to strengthen the Company’s IM
Infrastructure Pipeline (“NIP”) have expanded to include infrastructure and systems that have and would
7,400 projects as against 6,835 projects earlier. continue to be leveraged to support business
from home, whenever required.
The demand from transportation sector is also expected
to boost demand. The increased spending in metro works
10
Budget FY 2021-22

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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.

Associated Risks: Mitigation:

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.

Mitigation: Commissioning Captive Power Plants (“CPP”)


and Waste Heat Recovery Systems (“WHRS”) at
Capitalizing on the recent policy implementation integrated units to bring down fuel expenses.
in the infrastructure sector can help the
Company boost demand for its product and Outlining and implementing a sustainability
improve the profitability of the business. agenda for the Company, which focuses on
reducing the carbon foot print, using solar
The Company’s emphasis on providing quality energy and increasing the WHRS output.
and innovative products and services to its
customers that address need gaps in the IV. Changes in the Regulatory Environment
market, helps it minimize the risk of market
fluctuations. Associated Risks:

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

Mitigation: premium products, many of which are market


leaders in the regions where it operates.
The Company has a comprehensive Health, Customers recognise and appreciate the value
Safety and Environment (“HSE”) Policy and that they get by paying the price the Company’s
Code of Business Conduct in place, which meet products command in the market.
the local legal and regulatory requirements.
Maintaining a good relationship with the
The HSE Risk-based compliance programme workforce and providing them a harmonious
involving inclusive training and adherence to working environment.
the Code of Conduct is institutionalized by the
Company. The Company enjoys robust relations with
its network of dealers, channel partners and
The Health and Safety Policy of the Company customers that have been built up over the
helps to create a healthy working environment years. They believe in the products the Company
for its stakeholders while also meeting legal and has to offer and are proud to recommend them
regulatory requirements. to their prospective customers and projects.

Observing all required precautions and VI. Technological Advancement


preventive measures during the COVID-19
lockdown phase in order to keep all stakeholder Associated Risks:
safe, and ensure seamless resumption of
operations, sales and logistics. In an era of continuous technological
development, it is essential for an organisation
Developing fuel flexibility to run the Company’s to keep itself abreast of new technologies; else
kilns without pet coke. it could result in an increase in the cost of
production, lower efficiency and a decrease in
Strictly following all the SOPs for the usage of profits of the Company.
hazardous materials and government guidelines.
Mitigation:
V. Rising Competition
The Company has invested in world-class
Associated Risks: facilities and technological advancements to
enhance its efficiencies.
The Company operates in a highly competitive
market served by numerous established R&D facilities and competencies to serve all
companies with well-recognized brand names, the product lines. The Company’s Construction
new market entrants and substitute products. Development and Innovation Centre (“CDIC”)
The inability of the Company to effectively is a customer interface zone. It develops
stand the competition may result in losing the innovative solutions that are specific to the
market share, thereby impacting operations and unique requirements of the Indian construction
financial condition of the business. industry. It was accredited by NABL (National
Accreditation Board for Testing and Calibration
Unionization, availability of skilled workforce
Laboratories) in August 2018; whereby it
and an increase in labour cost could also have
can offer 100 tests, which are internationally
an impact on the Company’s competitive edge.
recognised.
Mitigation:
Accelerated local innovation through the
By delivering superior consumer experience, development of products and systems. The
driving operational excellence and being CDIC launched a number of innovative products
externally focused; the Company is well-placed that have addressed need gaps in the market;
to counter any risks associated with rising for instance, InstaMix Xpress, a dry, bagged
competition. type of concrete that is recommended for
fast, easy-to-use and durable construction;
The Company operates on a robust customer- Duraguard Waterseal Cement, with a patented
based three-legged philosophy of Quality, damp-lock formula that guards a structure
Innovation and Trust, which has endured over against dampness, from the foundation to the
the years. It offers a basket of innovative and roof; and Concreto Ecodure, a green concrete

84
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:

Business Performance In FY 2020-21, the Company achieved cement production


of 11,138 KT (12,607 KT in previous year) and clinker
The information provided in this section relates to the
production of 6,497 KT (7,298 KT in previous year).
Standalone financial results pertaining to the financial year
ended March 31, 2021 unless otherwise stated. The financial Ready Mix Concrete (“RMX”) Segment:
statements of the Company and its subsidiary have been
prepared in accordance with the Indian Accounting standards RMX market is severely affected due to the lockdown
(Ind AS), prescribed under Section 133 of the Companies on account of COVID-19 pandemic. Decline in demand
Act, 2013, read with the Companies (Indian Accounting and lack of availability of labour worsen the situation in
Standards) Rules, 2015 as amended from time to time. Q1 and Q2 of the FY 2020-21. In order to mitigate the
impact, Company has resumed its operations selectively
A. Operational Performance based on the profitability of the plant.

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.

Production (KT) Production (Km3)

FY’21 6,497 FY’21 904


11,138

FY’20 7,298 FY’20 2,711


12,607

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

Revenue from Operations 5,805.35 6,793.24 -15% 7,488.83 6,793.24 10%


Other Income 83.41 36.70 127% 33.84 36.70 -8%
Total Revenue 5,888.76 6,829.94 -14% 7,522.67 6,829.94 10%
Expenditure
Cost of materials consumed 807.13 1,273.82 -37% 1,032.30 1,273.82 -19%
Purchase of stock in trade 157.89 17.56 799% 47.61 17.56 171%
Change in Inventory 101.85 (61.37) -266% 126.88 (61.37) -307%
Power and Fuel 1,023.88 1,225.63 -16% 1,356.34 1,225.63 11%
Freight and forwarding charges 1,478.01 1,776.14 -17% 2,029.42 1,776.14 14%
Employee benefits expense 403.80 404.61 0% 482.03 404.61 19%
Other expenses 712.47 859.71 -17% 953.76 859.71 11%
Total Expenditure 4685.03 5,496.10 -15% 6,028.34 5,496.10 10%
EBITDA 1203.73 1,333.84 -10% 1,494.33 1333.84 12%
EBITDA Margin(%) 21% 20% 20% 20%

85
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

H in crores
Standalone Consolidated
Description
FY’21 FY’20 % change FY’21 FY’20 % change

Depreciation 587.33 527.88 11% 793.79 527.88 50%


Finance costs 516.91 419.21 23% 664.04 419.21 58%
Profit before tax (PBT) 99.49 386.75 -74% 36.50 386.75 -91%
Income Tax 76.71 137.50 -44% 62.45 137.50 -55%
Profit after Tax (PAT) 22.78 249.25 (25.95) 249.25
PAT % 0% 4% 0% 4%

Revenue from Operations

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%

FY21 FY20 Segment Wise


Revenue from
Operation

93% 84%

Cement RMX Cement RMX

Sales Performance Raw Material Cost

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.

Power and Fuel


Particulars UOM FY’21 FY’20 % change
For cement operations, the power and fuel costs of the
Sales Volume*
Company have decreased by 13% from H 990/T in FY 2019-
-Cement KT 11,871 12,242 -3%
20 to H 858/T in FY 2020-21. Power cost reduced mainly
Average Selling Price
due to the commissioning of CPP at Sonadih Cement
(ASP)**
Plant, ramp up of existing WHRs and CPP commissioned
-Cement Rs/T 4,503 4,663 -3%
in FY 2019-20 and reduction in electricity tariff rate. Fuel
* Sales volume above ind Induces inter division transfer to subsidiary
company
cost remained in line with previous year.

** Net of taxes

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

C. Ratio Analysis
Freight and Forwarding

Particulars FY 2020-21 FY 2019-20 Variance (%)


For cement operations, the freight and forwarding cost
decreased by 10%, from H 1,324/T in FY 2019-20 to Debtors Turnover 14.68 13.13 11.79%
H 1,197/T in FY 2020-21 due to increase in direct dispatches Ratio
and reduction in road freight cost in North partially offset Inventory Turnover 11.32 11.13 1.78%
Ratio
by increase in diesel prices.
Interest Coverage 1.38 2.15 -35.56%
Ratio2
Employee Benefit Expenses
Current Ratio 1.22 1.28 -4.75%
Debt Equity Ratio 0.65 0.75 -13.16%
The Company believes that its human resources are
Operating Profit 10.62% 11.86% -1.24%
of prime importance and due emphasis is given to skill
Margin (%)
development and retention. The annual increments are in
Net Profit Margin 0.39% 3.65% -3.26%
line with industry.
(%)1
Return on Net 0.31% 4.72% -4.41%
Finance Cost (Net)
Worth (%)1
Return on Capital 4.29% 7.21% -2.92%
Finance cost increased to H 516.91 crores in FY 2020-
Employed (ROCE)
21 from H 419.21 crores in FY 2019-20; mainly due to
(%)3
additional borrowing in FY 2020-21 for the acquisition
Earnings per Share1 0.72 10.28
of NU Vista Limited (Formerly known as Emami Cement
Limited) (“NVL”) and for capital expenditure purpose. 1. Decrease in Profit After Tax (“PAT”) leads to lower earnings per
share and other ratios related to profitability.
Loan Funds 2. Decrease in Earnings Before Interest and Tax (“EBIT”) and
increase in finance cost leads to decrease in Interest Coverage
Ratio
During the year under review, the Company has prepaid
3. Decrease in Earnings Before Interest and Tax (“EBIT”) and
Non-Convertible Debentures (“NCDs”) of H 1,600 crores,
increase in capital employed leads to decease in ROCE
Inter Corporate deposit of H 661 crores and Term loan of
H 83 crores. The Company has issued NCDs of H 2,750
Performance of material subsidiary, NU Vista Limited
crores and taken Term loans of H 1,660 crores during
the year, out of which H 1,000 crores of NCDs have been The Company has acquired 100% stake in NU Vista
prepaid during the year. Limited (“NVL”) (Formerly known as Emami Cement
Limited) on July 14, 2020. NVL is principally engaged
Cash Flow
in the business of manufacturing and sale of Cement
in India. By virtue of this acquisition, the group has
During the year, net cash inflow of the Company was
become largest cement producer in Eastern India and
H 161.83 crores as compared to H 155.59 crores in the
5th largest in India. The summary of operational and
previous year. Cash flow from operating activities was
financial performance of NVL is provided below:
higher at H 1,386.23 crores during the year as compared
to H 1,028.03 crores in the previous year primarily on Cement sales volumes in FY 2020-21 stood at
account of decrease in working capital (higher inventory 5.93 million tonnes, 17% increase as against
in March 2020). Net cash used in investing activity is FY 2019-20.
H 3,798.98 crores during the year as compared to
H 313.29 crores in the previous year primarily on account Earnings before Interest, Depreciation, Tax and
of acquisition of 100% stake in NVL and Inter Corporate Amortisation (“EBITDA”) for the year stood at
loan given to NVL. Net cash from financing activities is H 454.48 crores, against H 387.26 crores in the
H 2,574.58 crores during the year as compared to cash previous year, reflecting a growth of 17%, driven by
used in financing activities is H 559.05 crores primarily on increase in sales volume and lower energy cost.
account of raising additional long term borrowing, equity
Loss After Tax for the year decreased to H 42.21
infusion by promoters in the form of Rights Issue and issue
crores against H 155.11 crores in the previous year.
of Compulsorily and Mandatorily Convertible Debentures
to a private equity, Kotak Special Situations Fund. The Note: Above numbers are for full financial year to present a like to
Company has paid interest and other finance cost of like comparison. But for the purpose of preparation of consolidated
H 488.26 crores during the year as compared to H 357.96 financial statement, NVL has been consolidated from July 14, 2020,
being acquisition date.
crores in the previous year.

87
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.

88
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Initiatives in the wake of COVID-19: In order to educate Cautionary Statement


employees on the infection related risks involved,
Company had organised interactive sessions by the Certain statements in the MDA section concerning future
Insurance Provider wherein employees were apprised prospects may be forward-looking statements which
of the importance of personal safety and the related involve a number of underlying identified / non-identified
insurance process in cases of hospitalisation for risks and uncertainties that could cause actual results to
treatment. Additionally, the organisation has also invested differ materially. In addition to the foregoing changes in
in adding a top-up equivalent to individual base sums of the macro-environment, global pandemic like COVID-19
the Mediclaim policies and has included expenses for may pose an unforeseen, unprecedented, unascertainable
the treatment of COVID-19 specifically in the policies. and constantly evolving risk(s), inter-alia, to the Company
Central Medical HelpDesk is activated to provide 24*7 and the environment in which it operates. The results of
support to employees with respect to appointments these assumptions made, relying on available internal and
with medical practitioners, tests, coordinate for nearby external information, are the basis for determining certain
Hospitals and Vaccination centers. In plant locations all facts and figures stated in the report. Since the factors
doctors have gone through special training for treating underlying these assumptions are subject to change over
COVID-19 and also in all OHCs additional medical staff time, the estimates on which they are based are also subject
has been provided. to change accordingly. These forward-looking statements
represent only the Company’s current intentions, beliefs
E-Learning was pursued in a big way by the Company or expectations, and any forward-looking statement speaks
by offering an option to the employees of using the One only as of the date on which it was made. The Company
Hour Learning platform, which is an e-learning tool that assumes no obligation to revise or update any forward-
has a multitude of courses on Functional, Behavioural looking statements, whether as a result of new information,
and Leadership skills. Total Productive Maintenance future events, or otherwise.
(“TPM”) and technical training sessions through in-
house experts were also organized for the plant officers;
Company’s vendors, too, shared their expertise through
video conferences and helped impart skills training in
the plants.

89
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Corporate Governance Report


PHILOSOPHY ON CODE OF CORPORATE on the DRHP filed by the Company. In view of preparation
GOVERNANCE for the proposed initial public offer of equity shares and
pursuant to SEBI (ICDR) Regulations, 2018, the Board
The Company has abided by the best Corporate Governance at its meeting held on April 7, 2021 has approved various
practices since its inception with the resolute belief in policies, constituted/ re-constituted the committees of the
managing its business affairs in the most fair and transparent Board, changed the constitution of the Board and framed/
manner, coupled with an unyielding commitment to its Vision, re-stated the terms of reference/charter of the committees
Mission and Values. The Company further honed its Mission to of the Board to comply with the provisions of SEBI (Listing
be a Leading Building Materials Company Delivering Superior Obligations and Disclosure Requirements) Regulations, 2015
Performance to get better aligned with its vision of Building a (the “Listing Regulations”). Niyogi Enterprise Private Limited
Safer, Smarter and Sustainable World. The Company’s Core and Dr. Karsanbhai K. Patel have been identified as the
Values comprise Integrity, Entrepreneurship, Collaboration, Promoters of the Company.
Care and Operational Excellence (“IECCO”), and are strongly
reinforced by the well-articulated tenets of its Operating
BOARD OF DIRECTORS
Philosophy, Rules of the Journey, and Expected Behaviours
by its leadership and employees. Following the integration The Board of Directors of the Company, which is an optimum
of NU Vista Limited (formerly Emami Cement Limited) with mix of Executive and Non-Executive Directors; including a
the Company, the top leadership of the Company undertook Woman Director, plays a significant role in ensuring the
to identify the common values between the two entities. highest corporate governance practice in the Company.
Underlying it all is a strict adherence to the Safety guidelines;
all of which make up the Non-Negotiable service conditions. The Board consists of eminent individuals with considerable
professional expertise, qualifications, and experience in
The principles of Execution Excellence have been imbibed finance, taxation, legal, commercial, strategy and planning,
in the Company’s culture, enabling its employees to achieve business administration and other related fields, which enable
their goals by leveraging its existing core strengths of trust, them to contribute effectively to the Company through their
transparency and collaboration. The Company’s corporate wide range of experience, and also impart the desired level
governance framework is a reflection of its culture, policies, of independence to the Board. The Board’s roles, functions,
commitment to the core values, as well as its relationship responsibilities and accountability are clearly defined. The
with and accountability to its various stakeholders. day-to-day management of the Company is entrusted with
Recognising that good Corporate Governance emerges from the Senior Management Personnel of the Company and is
the application of the best and sound management practices, headed by the Managing Director, who functions under the
and compliance with the laws of the land; and coupled with overall supervision, direction and control of the Board.
the adherence to the highest standards of transparency and
business ethics; the Company is staying its course of its As on March 31, 2021, the Board comprises 6 (six) Resident
Mission 25. Directors, of which 2 (two) are Non-Executive Independent
Directors, including 1 (one) Woman Independent Director,
3 (three) are Non-Executive Directors, and 1 (one) is the
FILING OF DRAFT RED HERRING PROSPECTUS
Managing Director. With effect from April 7, 2021, 1
(“DRHP”)
(one) Non-Executive Director ceased to hold office due
Pursuant to the requisite approval of the Board and to resignation and 1 (one) Non-Executive Independent
Members of the Company, the Company has, on May 6, Director was appointed. Detailed profiles of the Directors
2021, filed the DRHP with SEBI and the stock exchanges in are available on the Company’s website www.nuvoco.com.
relation to the proposed initial public offer of equity shares The composition of the Board during the year under review
bearing face value of H 10/- each aggregating up to H 5,000 was in conformity with the provisions of the Companies Act,
crores comprising a fresh issue of up to H 1,500 crores 2013, as amended from time to time (the “Act”). None of
and an offer for sale by Niyogi Enterprise Private Limited, the Directors on the Board hold directorship in more than
one of the promoters of the Company, aggregating up to 20 (twenty) companies, including 10 (ten) public companies,
H 3,500 crores. As on the date of this Report, the comments/ pursuant to the provisions of the Act.
approval from SEBI and the Stock Exchanges are awaited

90
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

Name of Category of the No. of Attendance Directorship (1)


Committee positions (1) & (2)
No. of Equity
the Director Director Board at the 21st Chairman Member Shares held in
and Director Meetings AGM held on the Company
Identification Attended August 14, as on
Number (“DIN”) 2020 March 31, 2021

Hiren Patel Chairman, Non- 5 Yes 2 - - 84,52,227***


(DIN 00145149) Executive Director
Kaushikbhai Patel Non- Executive 5 Yes 2# - - -
(DIN 00145086) Director
Suketu Shah Non-Executive 5 Yes 1 - 1 1*
(DIN 07211283)** Director
Bhavna Doshi Non-Executive 5 LOA 9 5 3 -
(DIN 00400508) Independent Director
Berjis Desai Non-Executive 5 LOA 9 4 4 -
(DIN 00153675) Independent Director
Jayakumar Managing Director 5 Yes 2 - - -
Krishnaswamy
(DIN 02099219)
Achal Bakeri Non-Executive - - - - - -
(DIN 00397573)@ 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
* Share held as nominee of Niyogi Enterprise Private Limited
** Ceased to be Non-Executive Director w.e.f. April 7, 2021
*** Excludes shareholding jointly held with relatives
@
Appointed as Non-Executive Independent Director w.e.f. April 7, 2021
#
Excludes directorship in The Kalupur Commercial Co-operative Bank Limited

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

91
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

presentations on business operations on a regular basis. The Re-appointment of Director:


members of the senior leadership of various functions are
usually invited at the Board and Committee meetings based As required under the Secretarial Standard on General
on the agenda of the meetings to provide necessary insights Meetings, a brief profile and other details of the Director
on further developments on the projects and for discussing seeking re-appointment are given in the Notice convening the
corporate strategies, which provides them proper direction 22nd AGM of the Company.
and creates sense of accountability in them.
Meeting of Independent Directors:
The Board periodically reviews the strategy, annual business
During the year under review, Independent Directors meeting
plan, annual operating and capital expenditure budgets,
in accordance with the provisions of Section 149(8) read
investments and exposure limits, compliance report of
with Schedule IV of the Act and Secretarial Standard on
all laws applicable to the Company, review of major legal
meetings of the Board of Directors was held on March 25,
matters, significant transaction and arrangement with joint
2021, wherein both the Independent Directors were present.
venture and subsidiary company, adoption of quarterly/
At the meeting, the Independent Directors:
half-yearly/annual results of the Company, major accounting
provisions and write offs, corporate structuring, minutes of i. Reviewed the performance of Non-Independent
the committee meetings, details of any acquisition, joint Directors, Managing Director and the Board as a whole;
venture or collaboration agreements, transactions pertaining
to purchase or disposal of property, development in Human ii. Reviewed the performance of the Chairman of the Company;
Resource/Industrial Relations. The important decisions taken
iii. Assessed the quality, quantity and timeliness of flow of
at the Board or Committee meetings are communicated to the
information between the Company, management and the
concerned business verticals/departments promptly for their
Board that is necessary for the Board to effectively and
immediate action. The Action Taken Report on the decisions
reasonably perform their duties.
taken/suggestions made at previous meetings are placed at the
subsequent meeting of the Board or Committee for its review. The Non-Independent Directors did not take part in the
The Board and Committees are responsible for corporate meeting.
strategy, planning, external contracts and related matters. The
Senior Management Personnel heading respective divisions are The Company has adopted a Code of Conduct for the
responsible for day-to-day operations of their divisions. Independent Directors in compliance with Section 149(8)
read with Schedule IV of the Act which guides the professional
As a cost saving measure and optimal utilization of the time conduct for Independent Directors, which is available on the
of the Directors, the Company provides a video conferencing Company’s website www.nuvoco.com.
facility as permitted under Section 173(2) of the Act read with
Rules framed thereunder. In view of the current pandemic Subsequent to the year under review, the Board at its Meeting
situation caused by COVID-19, Ministry of Corporate Affairs held on April 7, 2021 had approved Policy for familiarisation
(“MCA”) has allowed companies to transact all businesses programme for Independent Directors. The Policy is available
at board meetings conducted through Video Conferencing on the Company’s website www.nuvoco.com.
(“VC”) or Other Audio Visual Means (“OAVM”). Accordingly,
during the year under review, meetings of the Board and its
COMMITTEES OF THE BOARD
Committees were conducted through VC.
The Board has constituted 3 (three) statutory committees
During the year under review, 5 (five) meetings of the Board
comprising Executive, Non-Executive and Independent
were held on April 23, 2020, June 24, 2020, August 14, 2020
Directors to discharge various functions, duties and
November 5, 2020, and February 12, 2021. The requisite
responsibilities cast under the various laws, statutes, rules
quorum was present at all the meetings.
and regulations applicable to the Company from time to
Board Effectiveness Evaluation: time. The Committees also focus on critical functions of the
Company in order to ensure smooth and efficient business
Pursuant to the provisions of the Act, performance operations. The Board is responsible for constituting,
evaluation of the Board, its Committees and individual assigning, co-opting and fixing the composition and the
Directors, including the role of the Chairman of the Board, charter/terms of reference of these committees in line with
was conducted during the year. For details pertaining to the the extant regulatory requirements. The Committees meet at
same, kindly refer to the Board’s Report. regular intervals for deciding various matters and providing

92
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.

1. Audit Committee vii. Ratify the transactions for an amount as specified in


Section 177 of the Act, entered into by a Director or
2. Nomination and Remuneration Committee Officer of the Company, if not, approved by the Audit
3. Corporate Social Responsibility Committee Committee within three months from the date of the
transaction.
Subsequent to the year under review, the Board at its Meeting
held on April 7, 2021 constituted Stakeholders Relationship viii. Scrutinize inter-corporate loans and investments.
Committee comprising Mr. Kaushikbhai Patel, Non-Executive
ix. Undertake valuation of undertakings or assets of the
Director, Ms. Bhavna Doshi, Non-Executive Independent
company, wherever it is necessary.
Director and Mr. Jayakumar Krishnaswamy, Managing
Director and framed its terms of reference. x. Evaluate internal financial controls and risk management
systems.
AUDIT COMMITTEE
xi. Review/monitor with the management, the statement
As on March 31, 2021, the Audit Committee comprises of uses/application of funds raised through an issue
3 (three) Non-Executive Directors, of which 2 (two) are (public issue, rights issue, preferential issue, etc.), the
Independent Directors and who are well versed with finance, statement of funds utilized for purposes other than those
accounts, corporate laws and general business practices. The stated in the offer document/prospectus/notice, and the
Board has adopted a charter/terms of reference of the Audit report submitted by the monitoring agency monitoring
Committee for its functioning, which defines its composition, the utilisation of proceeds of a public or rights issue,
authority, responsibilities and reporting functions. The Audit and making appropriate recommendations to the Board
Committee functions according to the said charter/terms to take up steps in this matter.
of reference. All the items listed in Section 177 of the Act
xii. Call for the comments of the auditors about internal
are covered in the charter/terms of reference. The charter/
control systems, the scope of audit, including the
terms of reference is reviewed from time to time to maintain
observations of the auditors, and review of the financial
conformity with the regulatory framework. The Committee
statements before their submission to the Board, and
acts as a link between the Statutory, Cost and Internal
discuss any related issues with internal and statutory
Auditors and the Board of the Company.
auditors and management of the Company.
The Committee is formed to discharge the below
xiii. Review with the management, the quarterly, half yearly
responsibilities as per the provisions of the Act:
and annual financial statements/results and auditor's
i. Recommend the appointment, remuneration and terms report thereon (both standalone and consolidated)
of appointment of auditors of the Company. before submission to the Board for approval, with
particular reference to:
ii. Review and monitor the auditors’ independence and
performance, and effectiveness of the audit process with a. Matters required to be included in the Directors’
the management. Responsibility Statement under Section 134(3)(c)
of the Act;
iii. Examine the financial statements and the auditors’
report thereon. b. Changes, if any, in accounting policies and practices,
and reasons for the same;

93
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

94
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;

(iv) Evaluating the performance of the members of the


Name of the Category No. of
Board and providing necessary report to the Board for
Member Meetings
further evaluation of the Board;
Attended

Bhavna Doshi – Non-Executive 5 (v) Recommending to the Board on remuneration payable


Chairperson Independent Director to the Directors, Key Managerial Personnel and Senior
Berjis Desai Non-Executive 5 Management;
Independent Director
(vi) Formulating the criteria for determining qualifications,
Suketu Shah* Non-Executive Director 5
positive attributes and independence of a Director;
*Ceased to be a Member w.e.f. April 7, 2021
Note: Mr. Kaushikbhai Patel, Non-Executive Director was appointed as a (vii) Formulating and recommending to the Board a policy on
Member w.e.f. April 7, 2021
remuneration of the Directors, Key Managerial Personnel
and other employees.
Representatives of the Statutory Auditors are generally
invited to attend the Meetings of the Audit Committee. The Subsequent to the year under review, the Board at its Meeting
Internal Auditor, M/s Singhi & Co. (Firm Registration No. held on April 7, 2021 replaced and substituted the aforesaid
302049E), also attends and participates in all the meetings existing charter/terms of reference of the Nomination and
of the Audit Committee. The Chief Financial Officer of the Remuneration Committee.
Company is a permanent invitee to the Audit Committee
Meetings. The Company Secretary acts as Secretary to the The Composition of Nomination and Remuneration
Audit Committee. Committee and Attendance at its Meetings are as follows:

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

Berjis Desai – Non-Executive 1


NOMINATION AND REMUNERATION COMMITTEE Chairman Independent Director
Bhavna Doshi Non-Executive 1
As on March 31, 2021, the Nomination and Remuneration
Independent Director
Committee comprises 3 (three) Non-Executive Directors, of
Kaushikbhai Patel Non-Executive Director 1
which 2 (two) are Independent Directors. The composition
and role of the Nomination and Remuneration Committee are Remuneration Policy and its Salient Features:
in line with Section 178 of the Act. The Company Secretary
of the Company acts as Secretary to the Committee. The Company has in place a Remuneration Policy for
Directors and senior management, in accordance with
The Board has adopted a charter/terms of reference the provisions of the Act. This Policy is derived from the
of the Nomination and Remuneration Committee to charter/terms of reference adopted by the Nomination
provide assistance to the Board in fulfilling its oversights and Remuneration Committee. It outlines the role of the
responsibility relating to: Nomination and Remuneration Committee, inter alia, for
determining the criteria for Board membership, approving,
(i) Making recommendations as to the size, composition
and recommending compensation packages and policies for
and structure of the Board and its committees;
Directors and Senior Management.
(ii) Assessing, identifying persons eligible to be appointed
In accordance with the Policy, the responsibilities of
as the directors of the Company or appointed in senior
Nomination and Remuneration Committee, inter alia, include:
management of the Company;
- Ensuring the independent nature of Independent
Director(s) vis-à-vis the Company before appointment;

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

Jayakumar Krishnaswamy 5.21


The sitting fee paid/payable to the Non-Executive Directors
Note: Variable Pay of FY 2020-21 will be paid in FY 2021-22
is excluded while calculating the limits of managerial
remuneration in accordance with Section 197 of the Act. The In the FY 2020-21, Mr. Jayakumar Krishnaswamy, Managing
Company also reimburses out-of-pocket expenses incurred Director of the Company was paid the total remuneration of
by Directors for attending the meetings. H 5.21 crores, which exceeded the limit of 5% of the net profits
of the Company for FY 2020-21 computed as per Section 198
The remuneration by way of commission to the Non-Executive
of the Act i.e. maximum remuneration permissible under the
Directors is decided by the Board and distributed to them
Act, and he was paid an excess remuneration amounting to
based on their attendance, participation and contribution at
H 21 lakhs in FY 2020-21.
the Board and Committee meetings as well as time spent on
matters other than at meetings. The Nomination and Remuneration Committee and the Board
of Directors of the Company at their respective meetings held
A disclosure of all the pecuniary relationships/transactions
on May 21, 2021, approved the waiver of excess managerial
of the Non-Executive Directors with the Company has been
made under the head ‘Related Party Disclosures’ forming

96
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

Berjis Desai – Non-Executive 2


CORPORATE SOCIAL RESPONSIBILITY (“CSR”) Chairman Independent Director
COMMITTEE Kaushikbhai Patel Non-Executive Director 2
Suketu Shah* Non-Executive Director 2
As on March 31, 2021, the CSR Committee comprises 4 Jayakumar Managing Director 2
(four) Directors, of which 1 (one) is Managing Director, 2 Krishnaswamy
(two) Non-Executive Directors and 1 (one) Independent *Ceased to be a Member w.e.f. April 7, 2021
Director. The composition and role of the CSR Committee
are in line with Section 135 of the Act, and Rules framed
COMPANY SECRETARY AND COMPLIANCE OFFICER
thereunder. The Company Secretary of the Company acts as
Secretary to the Committee. Ms. Shruta Sanghavi, Company Secretary, who is also a
Compliance Officer, can be contacted at: Nuvoco Vistas
The Board has adopted a charter/terms of reference for
Corporation Limited, Equinox Business Park, Tower-3, East
the CSR Committee to provide assistance to the Board in
Wing, 4th Floor, LBS Marg, Kurla (West) Mumbai-400 070 and
fulfilling its oversights responsibility relating to:
e-mail: investor.relations@nuvoco.com.
(i) Formulating and recommending to the Board, a CSR
During the year under review, the Company has not received
Policy indicating the activities to be undertaken by the
any complaints from the Investors/Debenture Holders of the
Company as specified in Schedule VII of the Act;
Company relating to non-receipt of interest, annual report,
(ii) Recommending to the Board, the amount of expenditure etc. The Company has not received any complaint during the
to be incurred on the activities pertaining to CSR; year through SEBI Complaints Redress System (“SCORES”).
The Company submits a Statement of Investor Complaints
(iii) Formulating a transparent monitoring mechanism for under Regulation 13 of the Listing Regulations with the
the implementation of the CSR projects or programmes Stock Exchange on quarterly basis.
or activities undertaken by the Company;

(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.

97
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

GENERAL BODY MEETINGS


Annual General Meetings:

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:

Meeting Date and Time Venue Special Resolutions passed

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

Extra-Ordinary General Meeting:


Below Extra-Ordinary General Meetings were convened during the year under review:

Date and Time Venue Special Resolutions passed

June 24, 2020 at 2.15 p.m. a. Issue and allotment of Compulsorily and
Mandatorily Convertible Debentures on a
preferential basis;

Via VC at deemed venue - Equinox b. Amendment of the Articles of Association of the


Business Park, Tower-3, East Company
September 17, 2020 at 2.30 p.m. Wing, 4th Floor, LBS Marg, Kurla a. Amendment in the borrowing limits by removing
(West) Mumbai-400 070 the cap on working capital limit of Rs.750 crores
in the aggregate limit of Rs.8,750 crores;

b. Creation of mortgage/charge on the assets of the


Company subject to the limits of Rs.8,750 crores

MEANS OF COMMUNICATION Application Processing System (“NEAPS”) for investors’


information in compliance with the Listing Regulations.
The Company has promptly disseminated half yearly
financial results to National Stock Exchange of India Limited The financial results, half yearly and annual, and other
(“NSE”) on which Listed, Secured, Redeemable, Rated, statutory information were communicated to the investors
Non Convertible Debentures of the Company are listed as by way of publication in English daily, ‘Financial Express’ as
per the requirements under the Listing Regulations. Such per the Listing Regulations.
information is also simultaneously hosted on the Company’s
In compliance with Regulation 58(1)(d) of the Listing
website www.nuvoco.com.
Regulations, the Company sends the half yearly
The Annual Report, half yearly results, intimation/outcome communication as specified in Regulation 52 (4) and (5) of
of the board meetings and other relevant information of the the Listing Regulations, to the holders of non convertible
Company are submitted to NSE through NSE’s Electronic debentures through e-mail.

98
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

GENERAL SHAREHOLDER INFORMATION c. Listing on Stock Exchange

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

Equinox Business Park, Tower – 3, East Non Convertible Debentures (Listed)


Wing, 4th Floor, LBS Marg, Kurla (West)
ISIN Amount Scrip Symbol
Mumbai – 400 070
Time 4:30 p.m. INE118D07120 H 350 crores NVCL 22
INE118D07153 H 215 crores NVCL 21
b. Financial Year and Calendar
INE118D07161 H 185 crores NVCL 22
The Company’s accounting year comprises a 12-month INE118D07179 H 500 crores NVCL 23
period from April 1 to March 31. INE118D07187 H 400 crores NVCL 22
INE118D08052 H 300 crores NVCL 77
The tentative dates for the Meeting of the Board for INE118D08045 H 300 crores NVCL 77A
consideration of financial results for the financial year INE118D07138* H 800 crores NVCL 21
ending March 31, 2022 are as follows: INE118D07146* H 650 crores NVCL 21A
Note: The Company has fully redeemed Series C and Series D,
First Quarter ended June 30, On or before Listed, Secured, Redeemable and Rated Non-Convertible Debentures
2021 August 14, 2021 (“NCDs”) aggregating H 1,600 crores on June 30, 2020.
Second Quarter and Half Year On or before * The Company has made partial early redemption of the NCDs of
ended September 30, 2021 November 14, 2021 H 800 crores and H 650 crores on October 13, 2020 and March 13,
2021, thereby the principal outstanding amount as on March 31, 2021
Third Quarter and Nine Months On or before
for the said NCDs was H 248 crores and H 202 crores respectively.
ended December 31, 2021 February 14, 2022 Subsequent to the year under review, Company has on April 16, 2021
Fourth Quarter and Year ended On or before fully redeemed the outstanding NCDs of H 248 crores and H 202 crores.
March 31, 2022 May 30, 2022
Compulsorily and Mandatorily Convertible Debentures
Note: Convening of Board Meeting and submission of
financial results to the Stock Exchange will be decided as ISIN Amount
per the SEBI and MCA Circulars, if any, providing relaxation/
extension of time and manner of holding such meetings. INE118D08060 H 500 crores

No dividend is announced nor recommended by the


Corporate Identity Number U26940MH1999PLC118229
Board for FY 2020-21.

Commercial Papers
ISIN Amount Issue date Maturity date

INE118D14449 H 150 crores April 24, 2020 June 30, 2020


INE118D14456 H 130 crores July 3, 2020 September 21, 2020
INE118D14464 H 100 crores August 5, 2020 December 30, 2020
INE118D14472 H 100 crores November 18, 2020 February 17, 2021
INE118D14480 H 100 crores December 17, 2020 March 18, 2021
INE118D14498 H 200 crores March 5, 2021 March 26, 2021
INE118D14506* H 100 crores April 22, 2021 June 29, 2021
INE118D14514* H 150 crores May 11, 2021 August 9, 2021
*Issued subsequent to the year under review

99
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

e. Share Transfer System f. Credit Ratings obtained by the Company

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

CIN: U67120WB2011PLC165872 CIN: U65991MH2001GOI131154 CIN: U26940MH1999PLC118229


Mr. Subodh Vichare Mr. Aditya Kapil Ms. Shruta Sanghavi
Branch Manager Vice President Company Secretary and Compliance Officer
Address: Address: Address:
209-A, C Wing, 2nd Floor Gokul Asian Building, Ground Floor, Equinox Business Park, Tower-3, East
Industrial Estate, Sagbaug, Marol Co-op 17-R, Kamani Road, Ballard East, Wing, 4th Floor, LBS Marg, Kurla (West)
Industrial Area, B/H Times Square, Mumbai-400 001 Mumbai-400 070
Andheri (E), Mumbai-400 059.
Tel: 022-2851 6020-23 Tel: 022-4080 7000 Tel: 022-6630 6511
Fax: 022-2851 6021 Fax: 022-6631 1776 Fax: 022-6630 6510
Email: Email: E-mail: investor.relations@nuvoco.com
subodh@mcsregistrars.com itsl@idbitrustee.com
helpdeskmum@mcsregistrars.com
Website: www.mcsregistrars.com Website: www.idbitrustee.com Website: www.nuvoco.com

h. Shareholding Pattern as on March 31, 2021

Category of shareholders Number of equity shares % to Share Capital

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:

Arasmeta Cement Plant Bhiwani Cement Plant Chittor Cement Plant


P.O. Gopalnagar, Village Chirya, Village Bhawaliya,
Dist – Janjgir – Champa, Teh – Charkhi Dadri, Tehsil – Nimbahera,
Chhattisgarh - 495 663 Dist – Bhiwani, Haryana – 127 022 Dist – Chittorgarh, Rajasthan - 312 620
Jojobera Cement Plant Mejia Cement Plant Nimbol Cement Plant
P.O. Rahargora, Jamshedpur – 831 016 Village Amdanga, Village: Nimbol, Taluka: Jaitaran,
Post – MTPS (DVC), Bankura, West Dist: Pali, Rajasthan – 306 308
Bengal – 722 183
Sonadih Cement Plant
P.O. Raseda, Dist – Balodabazar –
Bhatapara, Chhattisgarh – 493 332

100
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

RMX Commercial Plants

Ichhapore Harini Haripar


Plot No A- 7/1, GIDC, Ichhapore, Survey No. 688/2, opp Daripura, Survey No. 42-1/2, Haripar Industrial,
Magadalla Hazira Road, Surat, Air Force Gate, Near Kismat Estate, opp. Motal the village resort,
Gujarat – 394 510 Kathyavadi Hotel, NH8, Vadodara, Kalawad road, Rajkot, Gujarat – 360 005
Gujarat – 390 039
Sanathal Naroda Whitefield
Plot No. 14 / 15 /16, Behind Sanchi Plot No 41, Phase 1, Naroda, GIDC, No:20/A, Vishveshwaraiah Industrial
Cement Godown, Sarkhej-Saanand Ahmedabad, Gujarat – 380 025 Area, Mahadevapura, Bangalore,
Road, Village Sanathal, P.O.Ullariya, Tal: Karnataka - 560 048
Sanand, Ahmedabad, Gujarat – 382 210
Sarjapura Pilerne Hubli
No:51/1,2,3,Sompura Gate, Bangalore, Plot no. 61/A, Pilerne Industrial SY No:144(P) & 145(P), Rayapura
Karnataka - 562 125 Estate, Pilerne, Bardez, Industrial Estate, Rayapura Hobli &
Goa – 403 511 Taluk, Dharwad, Karnataka – 580 025
Vasco Mysore Rudrapur
Plot No:23/26, Chowgule Industries No:43/5,Huliyalu Village, Yalwale Near Chattarpur Village, Behind Ashok
Plots, Zuari Nagar, Sancoale, Hobli, Hunsur Bypass Road, Leyland, Rudhrapur,
Goa – 403 726 Mysore, Karnataka – 571 130 Uttarkhand – 263 153
Sonepet Noida Faridabad
Gold Plus Road, Near Bharat Petroleum Plot No.85 -90, Toy City, Udyog 14 /4 , Mathura Road, Faridabad,
Pump, Gahalgarh Chowk, Sonepat, Kendra, Greater Noida, Uttar Haryana – 121 003
Haryana – 131 001 Pradesh - 201 304
Patencheru Uppal Jeedimetla
Plot No.10B, Survey No.808, 811, 812, B -12 / A IDA Uppal, Hyderabad, Plot No. 8 & 9,Phase IV, IDA,
Phase 2, IDA, Patancheru, Hyderabad, Telangana – 500 039 Jeedimetla, Hyderabad, Telangana –
Telangana – 502 319 500 055
Vijayawada Vizag-I Dankuni
Survey no. 1/1, Vaddeswaram Village, Plot No.235,D Block, Autonagar, Kona More,P.O.Chamrail, Mouza:Khaila,
Tabepalli Mandal, Guntur, Andhra Gajuwaka, Visakhapatnam, Andhra Howrah, West Bengal – 711 114
Pradesh – 522 001 Pradesh – 530 012
Mohali Baddi Ludhiana
B34, Phase 3, Industrial Area, Mohali, Khasra no. 459 - 462, opp. Hotel Near Zimindara Dhaba, Airport Road,
Punjab – 160 055 Annapurna, village - Malku Majra, Sahnewal, Ludhiana, Punjab – 141 120
PO - Bhud, Tahsil – Nalagarh,
Baddi, Himachal Pradesh – 173 205
Durgapur I Sitapura Panchkula
G/14,Mouza Baktarnagar, J.L.Number Plot no. 782 & 783, village Plot No.101, Industrial Area, Phase 1,
30, P.S.Raniganj, Mangalpur Industrial Ramachandrapura, Taluk Punchkula, Haryana – 134 113
Estate, Raniganj, West Bengal – 713 347 Sanganer, Goner Road, Sitapur
Industrial Estate, Jaipur,
Rajasthan – 302 022
Rajkot II Patna Gurgaon-I
Plot No.3, Madhapur Industrial Area, Khagol Road,Near St.Karens Plot No./KH.No.-1527/916/2/2,
Near Binani Cement Dump, Jamnagar School, Patna, Bihar – 801 503 1528/916/2/3,Revenue Estate Village,
Road, Rajkot, Gujarat – 360 005 Behrampur Road, Khandsa,Gurgaon,
Haryana – 122 001
Raipur-II Udaipur Jamshedpur
Khasra No. Part of 467/(1,3,4,5,6,7), A - 204 MIA, Road No.11, Madri, Tata Kandra Main Road, Village-
situated at Village Cherikhedi, Tahsil Udaipur, Rajasthan - 313 003 Pendrabera, P.O & P.S-Kandra,Dist-
Raipur, Chattisgarh – 344 455 Sarikella, Kharshwan, Jamshedpur,
Jharkhand – 832 402

101
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Hegdenagar 2 Bhubaneswar III Lucknow


Old Survey No. 55, New Survey No. Plot No-2/A, Sector-A, Zone-B, Khasra No. 94, Mau, Mohanlalganj,
55/P53, Village - Bellahalli, Taluka - Mancheswar Industrial Estate, Lucknow, Uttar Pradesh – 227 305
Bangalore North, Karnataka – 560 064 Bhubaneswar, Odisha - 771 010
Ranchi II Nagpur Surat-3
Village Garh Khatanga and Lal Khatanga, K.H No. 78, Mouza Sondapar, R.H Land Bearing No 20 of Vareli Village,
RS Plot N. 425/561/563, Ranchi, No. 72 Mihan, Tahsil - Hingana, Near Vareli Garden Mill, Kadodara
Jharkhand – 834 003 District - Nagpur, GIDC, Surat, Gujarat – 394 327
Maharashtra – 441 108
Hatisala Marunji Jojobera (closed w.e.f. May, 2021)
JL no. 24, Mouza - Pithapukuria, village Gat No. 23/1/6, A/P Marunji. P.O. Rahargora, Jamshedpur – 831 016
& post office -Pithapukuria, District Akemi Business school road,
-south 24 parganas, Kolkata, West Taluka Mulshi, District
Bengal – 700 135 Pune – 411 057

RMX Project Plants

CIT JV-MM3-I CIT JV-MM3-II L&W, RMZ Infinity


Anik Wadala Road,Wadala East, Near Anik Wadala Road,Wadala East, RMZ Infinity (Chennai) Limited, One
Mono Rail Depot, Mumbai, Near Mono Rail Depot, Mumbai, Paramount, Campus (20-30), Chennai,
Maharashtra – 400 037 Maharashtra – 400 037 Tamil Nadu – 600 116
Oberoi Garden City –I Oberoi Sky City Mall Runwal Bliss-I
Off Western Express Highway, Goregaon Dattapada Road,Off Western Crompton Greaves Compound, Kanjur
East, Mumbai, Maharashtra – 400 063 Express Highway, Borivali-West, Marg-East, Mumbai,
Mumbai, Maharashtra - 400 066 Maharashtra – 400 092
Runwal Bliss-II
Crompton Greaves Compound, Kanjur
Marg-East, Mumbai,
Maharashtra – 400 092

DISCLOSURES b. Compliance with regards to Capital Market:

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.

102
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 for Determination of Materiality of Events or


Information; MANAGEMENT DISCUSSION AND ANALYSIS

- 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

Independent Auditor’s Report


To the Members of Nuvoco Vistas Corporation Limited

Report on the Audit of the Standalone Financial Basis for Opinion


Statements
We conducted our audit in accordance with the Standards
Opinion
on Auditing (SAs) specified under section 143(10) of the
We have audited the standalone financial statements of Act. Our responsibilities under those Standards are further
Nuvoco Vistas Corporation Limited (“the Company”), which described in the Auditor’s Responsibilities for the Audit of the
comprise the standalone balance Sheet as at March 31, Standalone Financial Statements section of our report. We
2021, and the standalone statement of profit and loss, are independent of the Company in accordance with the Code
standalone statement of changes in equity and standalone of Ethics issued by the Institute of Chartered Accountants of
statement of cash flows for the year then ended, and notes India (ICAI) together with the ethical requirements that are
to the standalone financial statements, including a summary relevant to our audit of the standalone financial statements
of significant accounting policies and other explanatory under the provisions of the Act and the Rules thereunder,
information (hereinafter referred to as “the standalone and we have fulfilled our other ethical responsibilities in
financial statements”) accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is
In our opinion and to the best of our information and sufficient and appropriate to provide a basis for our opinion.
according to the explanations given to us, the aforesaid
standalone financial statements give the information required Key Audit Matters
by the Companies Act, 2013 (“the Act’) in the manner so
Key audit matters are those matters that, in our professional
required and give a true and fair view in conformity with the
judgment, were of most significance in our audit of the
Indian Accounting Standards prescribed under section 133
standalone financial statements of the current period. These
of the Act read with Companies (Indian Accounting
matters were addressed in the context of our audit of the
Standards) Rules, 2015 as amended and other accounting
standalone financial statements as a whole, and in forming
principles generally accepted in India, of the state of affairs
our opinion thereon, and we do not provide a separate
of the Company as at March 31, 2021, and profit, changes
opinion on these matters.
in equity and its cash flows for the year ended on that date.

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.

105
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.

5. Verified any reversal/ utilisation of discounts and rebates


during the year and analysed the rationale for the same.

6. Verified the ageing for the discount payables under the


schemes outstanding at the year end.

106
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.

5. Verified whether the presentation and disclosures in


respect of the transaction is in accordance with Ind AS
107 “Financial Instruments: Disclosures” and Ind AS 32.
4 Ready Mix Goodwill annual impairment assessment: Our key audit procedures, in respect of this matter are
described below:
The Company carries goodwill related to Ready Mix
Cash Generating Unit (‘RMX’ CGU) in its standalone 1. Obtained an understanding from the management with
balance sheet as at March 31, 2021. (Refer Note 4 of respect to process and controls followed by the Company
the standalone financial statements). to perform annual impairment test related to goodwill.

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.

107
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.

6. Compared the recoverable amount as determined by the


management with the carrying amount of the RMX CGU
(including goodwill) to evaluate impairment if any.

7. Assessed and validated the adequacy and appropriateness


of the disclosures made by the management is in
accordance with Ind AS 36.

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.

Auditor’s Responsibilities for the Audit of the


Responsibilities of Management and Those Standalone Financial Statements
Charged with Governance for the Standalone
Financial Statements Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
The Company’s Board of Directors is responsible for the are free from material misstatement, whether due to fraud
matters stated in section 134(5) of the Act with respect to or error, and to issue an auditor’s report that includes our
the preparation of these standalone financial statements opinion. Reasonable assurance is a high level of assurance,
that give a true and fair view of the financial position, but is not a guarantee that an audit conducted in accordance
financial performance, changes in equity and cash flows of with SAs will always detect a material misstatement when
the Company in accordance with the accounting principles it exists. Misstatements can arise from fraud or error and
generally accepted in India, including the Accounting are considered material if, individually or in the aggregate,
Standards specified under section 133 of the Act. This they could reasonably be expected to influence the economic
responsibility also includes maintenance of adequate decisions of users taken on the basis of these standalone
accounting records in accordance with the provisions of financial statements.

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.

(e) On the basis of the written representations received


from the directors as on March 31, 2021 taken
on record by the Board of Directors, none of the
directors are disqualified as on March 31, 2021 from For MSKA & Associates
being appointed as a director in terms of Section Chartered Accountants
164 (2) of the Act. ICAI Firm Registration No. 105047W

(f) With respect to the adequacy of the internal financial


controls with reference to standalone financial Siddharth Iyer
statements of the Company and the operating Partner
effectiveness of such controls, refer to our separate Place: Mumbai Membership No. 116084
Report in “Annexure C”. Date: May 21, 2021 UDIN: 21116084AAAABF5723

109
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN


DATE ON THE STANDALONE FINANCIAL STATEMENTS OF NUVOCO
VISTAS CORPORATION LIMITED

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

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE


ON THE STANDALONE FINANCIAL STATEMENTS OF NUVOCO VISTAS
CORPORATION LIMITED FOR THE YEAR ENDED MARCH 31, 2021
[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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: -

Gross block as at Net block as at


No. of Leasehold/ March 31, 2021 March 31, 2021
Remarks
cases Freehold (Amount in J In (Amount in J In
Crores) Crores)

2 Leasehold 7.66 7.39 Out of these, 1 property with a gross block of


H 0.56 Crore was transferred from cement division of
Nirma limited in the year 2019-20, vide a scheme of
arrangement approved by the court.

The Company is in the process of getting this


transferred/ registered in its name.
45 Freehold 221.93 194.12 1. Out of these, we have not been made available
original title deeds aggregating to H 13.22 Crores
(Gross block).

2. Further, 41 properties with a gross block of


H 22.20 Crores were transferred from cement
division of Nirma limited in the year 2019-20, vide
a scheme of arrangement approved by the court.
The Company is in the process of getting these
transferred/ registered in its name.

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: -

Gross block as at Net block as at


No. of Leasehold/ March 31, 2021 March 31, 2021
Remarks
cases Freehold (Amount in J In (Amount in J In
Crores) Crores)

12 Freehold 2.77 2.69 These properties were transferred from cement


division of Nirma limited in the year 2019-20, vide a
scheme of arrangement approved by the court.

111
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

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.

112
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Name of the Amount Period to which Forum where


Nature of dues Remarks, if any
statute (K In crores) the amount relates dispute is pending

The Central Differential excise 82.15 2009-10, Various Appellate


Excise Act 1944 duty on maximum 2010-11 and Authorities
retail price value 2015-16

Disallowance of 19.76 2003-04 to Various Appellate Amount is net of


Cenvat credit on 2017-18 Authorities payment made
goods/services under protest of
0.39 Crore.
Excise Duty/ 78.30 2007-08 to Various Appellate
Additional excise 2017-18 Authorities
duty on not for
retail sales
Other excise dues 8.14 2006-07 to Various Appellate
2017-18 Authorities
The Central Central Sales Tax 4.76 2000-01, 2003-04, Various Appellate Amount is net of
Sales Tax 2007-08 and 2010- Authorities payment made
Act,1956 11 to 2016-17 under protest of
H 6.10 Crores.
Various State Sales Tax 16.23 1999-2000 to Various Appellate Amount is net of
Sales Tax Act 2017-18 Authorities payment made
under protest of
H 17.59 Crores.
Various State Value Added Tax 37.40 2008-09 to Various Appellate Amount is net of
VAT Tax Act 2017-18 Authorities payment made
under protest of
H 7.10 Crores.
The Customs Customs Duty 14.44 1996-97 Assistant
Act, 1961 Commissioner
Customs, Mumbai
Finance Act Service Tax liability 0.82 2005-06 to Various Appellate
1994 on income earned 2011-12 and Authorities
from own your 2017-18
wagon Scheme
Service Tax liability 1.87 2010-11 to 2015- Addl. Amount is net of
on VSAT charges 16 Commissioner, payment made
Kolkata under protest of
H 0.02 Crore.
Service Tax liability 0.01 2014-15 to Assistant
on Notice pay 2017-18 Commissioner,
collected from Bilaspur
resigned employees
Service tax interest 0.00 2015-16 Assistant Amount in
and penalty on Commissioner, dispute amounts
cheque dishonour Bilaspur to H 34,611/-
charges
Service Tax liability 0.54 2016-17 and Assistant Amount is net of
on reverse charge 2017-18 Commissioner, payment made
Bilaspur under protest of
H 0.06 Crore.

113
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Name of the Amount Period to which Forum where


Nature of dues Remarks, if any
statute (K In crores) the amount relates dispute is pending

CGST Act 2017 Transitional credit 13.44 2017-18 Commissioner


of CENVAT credit CGST, Mumbai
into CGST
IGST Act 2017 Imposition of Tax 0.06 2018-19 Deputy Amount is net of
and Penalty Commissioner payment made
SGST under protest of
H 29,144/-
SGST Act 2017 Transitional credit 0.00 2017-18 Senior Joint Amount in
of entry tax into Commissioner, dispute amounts
CGST SGST to H 46,391/-
Income Tax Act, Income Tax 60.47 2012-13 Income Tax Amount is net
1961 Appellate of payment
made of H 33.32
Crores. For the
stated amount,
a stay has been
obtained from
the jurisdictional
AO.
Income Tax Act, Income Tax 5.18 2018-19 CIT (A)
1961

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.

114
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

115
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

ANNEXURE C TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN


DATE ON THE STANDALONE FINANCIAL STATEMENTS OF NUVOCO
VISTAS CORPORATION LIMITED
[Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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

116
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

authorizations of management and directors of the Opinion


company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, In our opinion, the Company has, in all material respects,
use, or disposition of the company's assets that could have a internal financial controls with reference to standalone
material effect on the standalone financial statements. financial statements and such internal financial controls with
reference to standalone financial statements were operating
effectively as at March 31, 2021, based on the internal
Inherent Limitations of Internal Financial Controls control with reference to standalone financial statements
with Reference to Standalone Financial Statements criteria established by the Company considering the essential
Because of the inherent limitations of internal financial components of internal control stated in the Guidance Note.
controls with reference to standalone financial statements,
including the possibility of collusion or improper management
For MSKA & Associates
override of controls, material misstatements due to error or
Chartered Accountants
fraud may occur and not be detected. Also, projections of any
ICAI Firm Registration No. 105047W
evaluation of the internal financial controls with reference to
standalone financial statements to future periods are subject
to the risk that the internal financial control with reference Siddharth Iyer
to standalone financial statements may become inadequate Partner
because of changes in conditions, or that the degree of Place: Mumbai Membership No. 116084
compliance with the policies or procedures may deteriorate. Date: May 21, 2021 UDIN: 21116084AAAABF5723

117
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Standalone Balance Sheet


as at 31 March 2021
(All amounts are in H crore, unless otherwise stated)

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

118
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Profit and Loss


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

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

Profit before tax 99.49 386.75


Tax expenses: 38
1. Current tax 46.47 89.62
2. Deferred tax 41.55 47.65
3. Tax expense relating to earlier years (11.31) 0.23
Total tax expense 76.71 137.50

Profit for the year 22.78 249.25

OTHER COMPREHENSIVE INCOME (OCI)


Items that will not be reclassified to profit or loss
i. Remeasurements gains / (loss) of post-employment benefit obligation 4.40 (4.67)
ii. Income tax related to above (1.54) 1.64
2.86 (3.03)

Other comprehensive income / (loss) for the year 2.86 (3.03)

Total comprehensive income for the year 25.64 246.22

Earnings per equity share (Face value of H 10 each) 37


1. Basic (H) 0.72 10.28
2. Diluted (H) 0.72 10.28
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

119
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Standalone Statement of Cash Flows


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Particulars 2020-21 2019-20

(A) CASH FLOW FROM OPERATING ACTIVITIES


Profit before tax 99.49 386.75
Adjustments for:
Depreciation and Amortisation Expense 587.33 527.88
Net gain on foreign currency transaction and translation (2.58) (0.51)
Provision for bad/doubtful debts and advances 19.05 13.13
Provision for indirect taxes and litigations 16.08 14.61
Provision/liabilities no longer required, written back (47.49) (6.29)
Net (gain)/loss on sale of Property, Plant & Equipment and Right of use assets (6.33) 3.40
Gain on sale of current investments (6.64) (19.90)
Fair value gain on financial instruments at fair value through profit or loss (0.14) -
Profit on sale of Investment property (0.21) -
Interest income on bank deposits (8.67) (2.81)
Interest income on others (56.50) (8.25)
Finance costs 516.91 419.21
Operating profit before working capital adjustments 1,110.30 1,327.22

Adjustments for working capital :


Decrease/ (Increase) in Inventories 100.99 (18.35)
Decrease/ (Increase) in trade and other receivables 100.67 (19.59)
Decrease/ (Increase) in loans and advances and other non current/current 84.07 (52.01)
assets
(Decrease)/ Increase in trade /other payables, provisions and other liability 29.65 (109.00)
1,425.68 1,128.27
Income tax paid (net of refund) (39.45) (100.24)
NET CASH FLOW FROM OPERATING ACTIVITIES 1,386.23 1,028.03

(B) CASH FLOW FROM INVESTING ACTIVITIES


Payment for purchase and construction of property, plant and equipment (520.33) (569.48)
Proceeds from disposal of Property, plant and equipment and Investment 4.40 -
property
Proceeds/ (Investment in) from fixed deposit (net) 230.00 (230.00)
Investment in subsidiary (2,271.23) -
Purchase of current investments (4,249.51) (4,337.51)
Proceeds from sale of current investments 3,946.16 4,813.00
Loans/advances given during the year (951.52) (0.75)
Interest received 13.05 11.35
NET CASH FLOW USED IN INVESTING ACTIVITIES (3,798.98) (313.39)

(C) CASH FLOW FROM FINANCING ACTIVITIES


Share/CCD issue expenses (49.73) (0.88)
Repayment of long term borrowings (4,303.50) (1,250.00)
Proceeds from long term borrowings 5,370.00 1,030.00
Proceeds from Issue of equity shares 1,600.00 -
Proceeds from Issue of compulsory convertible debentures 500.00 -
Fund receipt on account of business combination (Refer note 51) - 39.91
Repayment of lease liabilities (53.93) (20.12)
Interest paid (488.26) (357.96)
NET CASH FLOW FROM/ (USED IN) FINANCING ACTIVITIES 2,574.58 (559.05)

120
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Standalone Statement of Cash Flows


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Particulars 2020-21 2019-20

Net increase in cash and cash equivalents (A+B+C) 161.83 155.59


Cash and cash equivalents at the beginning of the year 253.86 98.27
Cash and cash equivalents at the end of the year 415.69 253.86
Reconciliation of Cash and Cash equivalents with the Balance Sheet

Cash and Cash equivalents as per Balance Sheet


Bank balances (including bank deposits) 413.64 253.71
Cheques/drafts on hand 2.02 0.07
Cash on hand 0.03 0.08
Cash and cash equivalents at the end of the year 415.69 253.86

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:

Particulars 2020-21 2019-20

Opening balance 4,463.27 4,625.90


Non Cash movement
- Accrual of interest 456.52 398.36
Cash movement
- Further Borrowings 5,370.00 1,030.00
- Principal repayment (4,303.50) (1,250.00)
- Net short term borrowings - -
- Interest payment (440.32) (340.99)
Closing balance 5,545.97 4,463.27

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

121
122
Standalone Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Equity Share Capital

31 March 2021 31 March 2020


Particulars
No. of Shares Amount No. of Shares Amount

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

Reserves and Surplus***


Equity
Statutory Equity
Capital component
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Capital Capital Debenture Reserve share


Particulars Capital reserve Securities Amalgamation General Retained of compound Total
reserve on redemption redemption Under pending
reserve on premium Reserve reserve earnings financial
amalgamation reserve reserve Section 45IC allotment
merger instrument
of RBI Act

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)

Other equity (Contd..)

Reserves and Surplus***


Equity
Statutory Equity
Capital component
Capital Capital Debenture Reserve share
Particulars Capital reserve Securities Amalgamation General Retained of compound Total
reserve on redemption redemption Under pending
reserve on premium Reserve reserve earnings financial
amalgamation reserve reserve Section 45IC allotment
merger instrument
of RBI Act

Transfer to retained earning from - - - - - (262.61) - - - 262.61 - - -


Debenture redemption reserve*
Premium on Issue of right shares - - - 1,527.27 - - - - - - - - 1,527.27
Share/CCD issue expenses (net of - - - (32.51) - - - - - - - - (32.51)
tax)**
Issue of Compulsorily and - - - - - - - - - - - 499.97 499.97
mandatorily convertible debentures
(CCD) (Refer note 57)
Balance at 31 March 2021 37.33 (1,053.75) 878.19 3,691.38 23.33 - 2.53 90.00 0.01 2,888.26 - 499.97 7,057.25

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

Redemption Reserve w.e.f. 16th August 2019


** Share/CCD issue expense is related to issue of Compulsory Convertible Debentures, right shares issued in financial year 2020-21 and stamp duty charge on new equity shares on business
combination in financial year 2019-20
*** Refer note 18 for description of the nature and purpose of each reserve within other Equity

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


STATUTORY REPORTS

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


FINANCIAL STATEMENTS

123
Date : 21 May 2021 Date : 21 May 2021
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


1A. Company Information condition necessary for it to be capable of operating
in the manner intended by management. In case of
Nuvoco Vistas Corporation Limited (“the Company”) is a a spare part, as it may be readily available for use,
limited company domiciled and headquartered in India it may be depreciated from the date of purchase of
and incorporated under the provisions of the Companies the spare part.
Act, 1956. The registered office is located at Equinox
Business Park, Tower-3, 4th Floor, LBS Marg, Off BKC, All other repairs and maintenance are charged to
Kurla (West), Mumbai – 400070. the statement of profit and loss during the reporting
period in which they are incurred.
The Company is principally engaged in the business of
manufacturing and sale of Cement and Ready Mix along Capital work in progress (‘CWIP’) is stated at cost,
with trading and manufacturing of Aggregates. The net of accumulated impairment losses, if any. All
Company caters mainly to the domestic market. the direct expenditure related to implementation
including incidental expenditure incurred during
the period of implementation of a project, till it
1B. Summary of significant accounting policies
is commissioned, is accounted as CWIP and after
a) Basis of preparation commissioning the same is transferred / allocated
to the respective item of property, plant and
These standalone financial statements have been
equipment.
prepared in accordance with Indian Accounting
Standards (Ind AS) as per the Companies (Indian Pre-operating costs, being indirect in nature, are
Accounting Standards) Rules, 2015 notified under expensed to the statement of profit and loss as and
Section 133 of the Companies Act, 2013 (the Act) when incurred.
and other relevant provisions of the Act.
The present value of the expected cost for the
The financial statements have been prepared on decommissioning of an asset after its use is included
the historical cost except for certain financial in the cost of the respective asset if the recognition
instruments and defined benefit plans which are criteria for a provision are met.
measured at fair value or amortized cost.
Property, plant and equipment are eliminated from
b) Property, plant and equipment (PPE) financial statement, either on disposal or when
retired from active use. Losses arising in the case
Property, plant and equipment are stated at cost
of retirement of property, plant and equipment are
comprising of purchase price and any initial directly
recognised in the statement of profit and loss in the
attributable cost of bringing the asset to its working
period of occurrence.
condition for its intended use, less accumulated
depreciation (other than freehold land) and Depreciation methods, estimated useful lives and
impairment loss, if any. residual value

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

Notes to Standalone Financial Statements


the period over which the assets are likely to be
Useful life (in years)/
Asset Type used.
Basis of amortisation

Buildings and roads 1 to 60 The Company depreciates building component of


Plant and machinery 1 to 50 investment property over 30 years from the date of
Railway sidings and 30 original purchase.
locomotives
Investment properties are derecognised either
Office equipment 1 to 20
when they have been disposed of or when they are
Vehicles 5 to 10
permanently withdrawn from use and no future
Furniture and fixtures 1 to 15
economic benefit is expected from their disposal.
Mining land Amortised on the unit
The difference between the net disposal proceeds
of production method
and the carrying amount of the asset is recognised
based on extraction of
in profit or loss in the period of derecognition.
limestone from mines
d) Intangible Assets
Cost of mineral reserve embedded in the cost of
freehold mining land is depreciated in proportion Intangible assets are recognised when it is
of actual quantity of minerals extracted to the probable that the future economic benefits that are
estimated quantity of extractable mineral reserves. attributable to the assets will flow to the Company
and the cost of the asset can be measured reliably.
Depreciation on items of property, plant and
equipment acquired / disposed off during the year Intangible assets acquired separately are measured
is provided on pro-rata basis with reference to the at cost on initial recognition. The cost of intangible
date of addition / disposal. assets acquired in a business combination is their
fair value at the date of acquisition. Following initial
Residual values, useful life of assets and methods of recognition, intangible assets are carried at cost less
depreciation of property, plant and equipment are any accumulated amortisation and accumulated
reviewed at the end of each financial period. impairment losses, if any.

c) Investment property Internally generated intangibles, excluding


capitalised development costs, are not capitalised
A property that is held for long term rental yields
and the related expenditure is reflected in profit
or for capital appreciation or both is classified as
and loss in the period in which the expenditure is
“Investment properties”.
incurred.
Investment properties are measured initially at cost,
Amortisation methods, estimated useful lives and
including transaction costs. Subsequent to initial
residual value
recognition, investment properties are stated at cost
less accumulated depreciation and accumulated Intangible assets are amortised on a straight line
impairment loss, if any. basis over their estimated useful lives based on
underlying contracts where applicable, except for
The Company, based on management estimate,
mining rights
depreciates the building over estimated useful lives
which are different from the useful life prescribed The useful lives of intangible assets are assessed
in Schedule II to the Companies Act, 2013. The as either finite or indefinite. The useful lives so
management believes that these estimated useful determined are as follows:
lives are realistic and reflect fair approximation of

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Notes to Standalone Financial Statements


risks specific to the asset. In determining fair value
Useful life/ Basis of
Asset Type less costs of disposal, recent market transactions
amortisation
are taken into account. If no such transactions can
Mining Rights Amortised on the unit be identified, an appropriate valuation model is
of production method used.
based on extraction of
limestone from mines The Company bases its impairment calculation on
but restricted upto detailed budgets and forecast calculations, which
the lease period (in are prepared separately for each of the Company’s
case of Leasehold and CGUs to which the individual assets are allocated.
Freehold Land) These budgets and forecast calculations generally
Supplier agreement (Finite) Upto the cover a period of five years. For longer periods, a
validity of the long-term growth rate is calculated and applied to
Contract project future cash flows after the fifth year. In any
Trademark (Finite) 10 years case the growth rate does not exceed the long term
Software (Finite) 4 to 15 years average growth rate for the products/industries in
which the entity operates.
The amortisation period and the amortisation Impairment losses are recognised in the statement
method for an intangible asset with a finite useful of profit and loss.
life are reviewed at least at the end of each reporting
period. Goodwill and intangible assets with indefinite useful
life are tested for impairment annually and when
Intangible assets with indefinite useful lives are not circumstances indicate that the carrying value
amortised, but are tested for impairment annually, may be impaired. Impairment is determined for
either individually or at the cash-generating unit goodwill and intangible assets with indefinite useful
level. The assessment of indefinite life is reviewed lives by assessing the recoverable amount of each
annually and change if any in useful life from CGU (or group of CGUs) to which it relates. When
indefinite to finite is made on a prospective basis. the recoverable amount of the CGU is less than its
carrying amount, an impairment loss is recognised.
e) Impairment of non-financial assets
Impairment losses relating to goodwill and intangible
The Company assesses, at each reporting date, assets with indefinite useful lives cannot be reversed
whether there is an indication that an asset may be in future periods.
impaired. If any indication exists, or when annual
f) Leases:
impairment testing for an asset is required, the
Company estimates the asset’s recoverable amount. The Company evaluates each contract or
An asset’s recoverable amount is the higher of an arrangement, whether it qualifies as lease as defined
asset’s or cash-generating unit’s (CGU) fair value less under Ind AS 116.
costs of disposal and its value in use. Recoverable
amount is determined for an individual asset, unless The Company as a lessee:
the asset does not generate cash inflows that are
largely independent of those from other assets or The Company assesses, whether the contract is, or
groups of assets. When the carrying amount of an contains, a lease at the inception of the contract or
asset or CGU exceeds its recoverable amount, the upon the modification of a contract. A contract is, or
asset is considered impaired and is written down to contains, a lease if the contract conveys the right to
its recoverable amount. control the use of an identified asset for a period of
time in exchange for consideration.
In assessing value in use, the estimated future cash
flows are discounted to their present value using a The Company at the commencement of the lease
pre-tax discount rate that reflects current market contract recognizes a Right-of-Use (RoU) asset at
assessments of the time value of money and the cost and corresponding lease liability, except for

126
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


leases with a term of twelve months or less (short- The portion of the lease payments attributable to the
term leases) and leases for which the underlying repayment of lease liabilities is recognized in cash
asset is of low value (low-value leases). For these flows used in financing activities. Also, the portion
short-term and low-value leases, the Company attributable to the payment of interest is included in
recognizes the lease payments as an operating cash flows from financing activities. Further, Short-
expense on a straight-line basis over the term of the term lease payments, payments for leases for which
lease. the underlying asset is of low-value and variable
lease payments not included in the measurement of
The cost of the right-of-use assets comprises the the lease liability is also included in cash flows from
amount of the initial measurement of the lease operating activities.
liability, adjusted for any lease payments made at
or prior to the commencement date of the lease, The Company as a lessor:
any initial direct costs incurred by the Company,
any lease incentives received and expected costs In arrangements where the Company is the lessor,
for obligations to dismantle and remove right-of-use it determines at lease inception whether the lease
assets when they are no longer used. is a finance lease or an operating lease. Leases
that transfer substantially all of the entire risk and
Subsequently, the right-of-use assets is measured rewards incidental to ownership of the underlying
at cost less any accumulated depreciation and asset to the counterparty (the lessee) are accounted
accumulated impairment losses, if any. The right-of- for as finance leases. Leases that do not transfer
use assets are depreciated on a straight-line basis substantially all of the risks and rewards of
from the commencement date of the lease over the ownership are accounted for as operating leases.
shorter of the end of the lease term or useful life of Lease payments received under operating leases
the right-of-use asset. are recognized as income in the statement of profit
and loss on a straight-line basis over the lease term
Right-of-use assets are assessed for impairment or another systematic basis. The Company applies
whenever there is an indication that the balance another systematic basis if that basis is more
sheet carrying amount may not be recoverable using representative of the pattern in which benefit from
cash flow projections for the useful life. the use of the underlying asset is diminished.
For lease liabilities at commencement date, the g) Financial instruments
Company measures the lease liability at the present
A. Financial assets
value of the future lease payments as from the
commencement date of the lease to end of the Initial recognition and measurement
lease term. The lease payments are discounted
All financial assets are recognised initially at fair value
using the interest rate implicit in the lease or, if not
plus, in the case of financial assets not recorded
readily determinable, the Company’s incremental
at fair value through profit and loss, transaction
borrowing rate for the asset subject to the lease in
costs that are attributable to the acquisition of the
the respective markets.
financial asset.
Subsequently, the Company measures the lease
Subsequent measurement
liability by adjusting carrying amount to reflect
interest on the lease liability and lease payments For purposes of subsequent measurement, financial
made. assets are classified in two broad categories:

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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Notes to Standalone Financial Statements


of profit and loss (i.e. fair value through profit and All other investment in debt instruments not
loss) (FVTPL), or recognized in other comprehensive measured at amortised cost or at FVTOCI as
income (i.e. fair value through other comprehensive described above is measured at fair value through
income) (FVTOCI) profit and loss.

Financial asset at amortised cost Equity investments

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

128
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


a) the Company has transferred substantially Under the simplified approach, the Company does
all the risks and rewards of the asset, or not track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at
b) the Company has neither transferred nor each reporting date, right from its initial recognition.
retained substantially all the risks and
rewards of the asset, but has transferred The Company uses a provision matrix to determine
control of the asset. impairment loss allowance on the portfolio of trade
receivables. The provision matrix is based on its
When the Company has transferred its rights to historically observed default rates over the expected
receive cash flows from an asset or has entered life of the trade receivable and is adjusted for forward
into a pass-through arrangement, it evaluates looking estimates. At every reporting date, the historical
if and to what extent it has retained the risks observed default rates are updated and changes in the
and rewards of ownership. When it has neither forward-looking estimates are analysed.
transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred For recognition of impairment loss on other financial
control of the asset, the Company continues to assets and risk exposure, the Company determines
recognise the transferred asset to the extent that whether there has been a significant increase
of the Company’s continuing involvement. In in the credit risk since initial recognition. If credit
that case, the Company also recognises an risk has not increased significantly, 12-month ECL
associated liability. The transferred asset and is used to provide for impairment loss. However, if
the associated liability are measured on a basis credit risk has increased significantly, lifetime ECL
that reflects the rights and obligations that the is used. If, in a subsequent period, credit quality of
Company has retained. the instrument improves such that there is no longer
a significant increase in credit risk since initial
Impairment of financial assets recognition, then the entity reverts to recognising
impairment loss allowance based on 12-month ECL.
The Company assesses impairment based on
expected credit loss (ECL) model to the following: B. Embedded derivatives
1. Financial assets measured at amortised cost; An embedded derivative is a component of a hybrid
instrument that also includes a non-derivative host
2. Debt Financial instruments measured at fair
contract with the effect that some of the cash flows
value through other comprehensive income
of the combined instrument vary in a way similar
(FVTOCI);
to a stand-alone derivative. An embedded derivative
Expected credit losses are measured through a loss causes some or all of the cash flows that otherwise
allowance at an amount equal to: would be required by the contract to be modified
according to a specified interest rate, financial
1. The 12-months expected credit losses (expected instrument price, commodity price, foreign exchange
credit losses that result from those default rate, index of prices or rates, credit rating or credit
events on the financial instrument that are index, or other variable, provided that, in the case of
possible within 12 months after the reporting a non-financial variable, it is not specific to a party
date); or to the contract.

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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Notes to Standalone Financial Statements


would meet the definition of a derivative (as Gains or losses on liabilities held for trading are
defined above); and recognised in the profit or loss.

• 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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Notes to Standalone Financial Statements


Amortised cost is calculated by taking into account For the purpose of hedge accounting, hedges are
any discount or premium on acquisition and fees classified as:
or costs that are an integral part of the EIR. The
EIR amortisation is included as finance costs in the i. Fair value hedges when hedging the exposure to
statement of profit and loss. changes in the fair value of a recognised asset
or liability or an unrecognised firm commitment
Derecognition
ii. Cash flow hedges when hedging the exposure to
A financial liability is derecognised when the variability in cash flows that is either attributable
obligation under the liability is discharged or to a particular risk associated with a recognised
cancelled or expires. When an existing financial asset or liability or a highly probable forecast
liability is replaced by another from the same lender transaction or the foreign currency risk in an
on substantially different terms, or the terms of unrecognised firm commitment
an existing liability are substantially modified,
such an exchange or modification is treated as iii. Hedges of a net investment in a foreign operation
the derecognition of the original liability and the
At the inception of a hedge relationship, the
recognition of a new liability. The difference in the
Company formally designates and documents the
respective carrying amounts is recognised in the
hedge relationship to which the Company wishes to
statement of profit and loss.
apply hedge accounting and the risk management
D. Off-setting of financial instruments objective and strategy for undertaking the hedge.
The documentation includes the Company’s risk
Financial assets and financial liabilities are offset management objective and strategy for undertaking
and the net amount is reported in the balance sheet hedge, the hedging/ economic relationship, the
if there is a currently enforceable legal right to offset hedged item or transaction, the nature of the risk
the recognised amounts and there is an intention to being hedged, hedge ratio and how the entity will
settle on a net basis, to realise the assets and settle assess the effectiveness of changes in the hedging
the liabilities simultaneously. instrument’s fair value in offsetting the exposure to
changes in the hedged item’s fair value or cash flows
E. Derivative financial instruments and hedge attributable to the hedged risk. Such hedges are
accounting expected to be highly effective in achieving offsetting
changes in fair value or cash flows and are assessed
Initial recognition and subsequent measurement
on an ongoing basis to determine that they actually
The Company uses derivative financial instruments, have been highly effective throughout the financial
such as forward currency contracts to hedge its reporting periods for which they were designated.
foreign currency risks and interest rate risks,
Cash flow hedges
respectively. Such derivative financial instruments
are initially recognised at fair value on the date on The effective portion of the gain or loss on the
which a derivative contract is entered into and are hedging instrument is recognised in OCI in the cash
subsequently re-measured at fair value. Derivatives flow hedge reserve, while any ineffective portion is
are carried as financial assets when the fair value recognised immediately in the statement of profit
is positive and as financial liabilities when the fair and loss.
value is negative.
The Company uses forward currency contracts
Any gains or losses arising from changes in the as hedges of its exposure to foreign currency risk
fair value of derivatives are taken directly to profit in forecast transactions and firm commitments.
or loss, except for the effective portion of cash The ineffective portion relating to foreign currency
flow hedges, which is recognised in OCI and later contracts is recognised in finance costs and the
reclassified to profit or loss when the hedge item ineffective portion relating to commodity contracts
affects profit or loss. is recognised in other income or expenses.

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Notes to Standalone Financial Statements


Amounts recognised as OCI are transferred to profit the conversion option is exercised, in which case,
or loss when the hedged transaction affects profit or the balance recognised in equity will be transferred
loss, such as when the hedged financial income or to other component of equity. No gain or loss is
financial expense is recognised or when a forecast recognised in profit or loss upon conversion.
sale occurs. When the hedged item is the cost of
a non-financial asset or non-financial liability, the Transaction costs are apportioned between the
amounts recognised as OCI are transferred to the liability and equity components of the convertible
initial carrying amount of the non-financial asset or debentures based on the allocation of proceeds
liability. to the liability and equity components when the
components are initially recognised. The portion
If the hedging instrument expires or is sold, allocated to the equity component is reduced
terminated or exercised without replacement or from equity as these are incremental costs directly
rollover (as part of the hedging strategy), or if its attributable to the equity transaction. The portion
designation as a hedge is revoked, or when the hedge allocated to the liability component is deducted from
no longer meets the criteria for hedge accounting, the liability component balance and is amortized
any cumulative gain or loss previously recognised in over the life of the coupon payments using the
OCI remains separately in equity until the forecast effective interest method.
transaction occurs or the foreign currency firm
commitment is met. i) Investment in subsidiaries and joint ventures

h) Compulsorily Convertible Debentures: The Company accounts for investment in subsidiaries


and Joint venture at Cost in its standalone financial
Compulsorily Convertible Debentures are considered statements.
to be compound financial instruments and are
separated into liability and equity components based j) Business combinations
on the substance of the contractual arrangements
Business combinations involving entities that are
and the definitions of a financial liability and an
controlled by the Company or ultimately controlled
equity instrument. A conversion option that will
by the same party or parties both before and after
be settled by the exchange of a fixed amount of
the business combination, and that control is not
cash or another financial asset for a fixed number
transitory, are accounted for using the pooling of
of the Company’s own equity instruments is to be
interests method as follows:
accounted as an equity instrument.
- The assets and liabilities of the combining
The debt component, which corresponds to the
entities are reflected at their carrying amounts
present value of the future interest payments,
is deducted from the proceeds of the issue. The - No adjustments are made to reflect fair values,
debt component is included in financial liabilities. or recognise any new assets or liabilities.
This amount is measured at amortised cost (net Adjustments are only made to harmonise
of transaction costs) until it is extinguished on accounting policies.
conversion or redemption.
- The financial information in the financial
The remainder of the proceeds is allocated to the statements in respect of prior periods is
conversion option that is recognised and included restated as if the business combination had
in equity since conversion option meets Ind AS occurred from the beginning of the preceding
32 Financial Instruments presentation criteria for period in the financial statements, irrespective
fixed to fixed classification. Transaction costs are of the actual date of the combination, however,
deducted from equity, net of associated income tax. where the business combination had occurred
The carrying amount of the conversion option is not after that date, the prior period information is
remeasured in subsequent years. The conversion restated only from that date.
option classified as equity will remain in equity until

132
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Notes to Standalone Financial Statements


- The balance of the retained earnings appearing an excess of the fair value of net assets acquired
in the standalone financial statements of the over the aggregate consideration transferred, then
transferor is aggregated with the corresponding the gain is recognised as capital reserve
balance appearing in the financial statements
of the transferee or is adjusted against general After initial recognition, goodwill is measured at cost
reserve. less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
- The identity of the reserves is preserved and the in a business combination is, from the acquisition
reserves of the transferor become the reserves date, allocated to each of the cash-generating units
of the transferee that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of
Business Combination not under common control: the acquiree are assigned to those units.
The Company accounts for its business combination k) Inventories
under acquisition method of accounting. The cost
of an acquisition is measured as the aggregate of Inventories are valued at the lower of cost and Net
the consideration transferred, which is measured at Realisable Value (NRV).
acquisition date fair value. Acquisition related costs
are recognised in the statement of profit and loss as Raw materials: cost includes cost of purchase and
incurred. other costs incurred in bringing the inventories
to their present location and condition. Cost is
Identifiable assets acquired and liabilities and determined on weighted average basis.
contingent liabilities assumed in a business
combination are, with limited exceptions, measured Finished goods and work in progress: cost includes
initially at their fair values at the acquisition date. cost of direct materials and labour and a proportion
The Company recognises any non-controlling of manufacturing overheads based on the actual
interest in the acquired entity on an acquisition-by- level of production which approximates normal
acquisition basis either at fair value or at the non- operating capacity, but excluding borrowing costs.
controlling interest’s proportionate share of the
Stores, spares and other supplies: cost includes
acquired entity’s net identifiable assets.
cost of purchase and other costs incurred in
The excess of the bringing the inventories to their present location
and condition. Cost is determined on weighted
• consideration transferred, average basis. An item of stores and spares that
does not meet the definition of ‘property, plant and
• amount of any non-controlling interest in the equipment’ is recognised as a part of inventories.
acquired entity, and
Traded goods: cost includes cost of purchase and
• acquisition-date fair value of any previous equity other costs incurred in bringing the inventories
interest in the acquired entity to their present location and condition. Cost is
determined on weighted average basis.
over the fair value of the net identifiable assets
acquired is recorded as goodwill. Net Realisable Value is the estimated selling price
in the ordinary course of business, less estimated
If the fair value of the net assets acquired is in
costs of completion and the estimated costs
excess of the aggregate consideration transferred,
necessary to make the sale.
the Company re-assesses whether it has correctly
identified all of the assets acquired and all of the l) Cash and cash equivalents
liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the Cash and cash equivalent in the balance sheet
acquisition date. If the reassessment still results in comprise cash at banks and on hand and short-term

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Notes to Standalone Financial Statements


deposits with an original maturity of three months An entity collects Goods and Services Tax (“GST”)
or less, which are subject to an insignificant risk of on behalf of the government and not on its own
changes in value. For the purpose of the statement account and therefore it is excluded from revenue.
of cash flows, cash and cash equivalents consist
of cash and short-term deposits, as defined above, Interest income
net of outstanding bank overdrafts as they are
For all interest bearing financial assets interest
considered an integral part of the Company’s cash
income is recorded using the effective interest rate
management.
(EIR), which is the rate that exactly discounts the
m) Cash dividend to equity holders of the Company estimated future cash receipts over the expected
life of the financial instrument or a shorter period,
The Company recognises a liability to make cash where appropriate, to the gross carrying amount of
distributions to equity holders of the Company when the financial asset. Interest income is included in
the distribution is authorised and the distribution other income in the statement of profit and loss.
is no longer at the discretion of the Company. As
per the corporate laws in India, a distribution is o) Government grants
authorised when it is approved by the shareholders.
Government grants are recognised where there is
A corresponding amount is recognised directly in
reasonable assurance that the grant will be received
equity.
and all attached conditions will be complied with. All
n) Revenue Recognition the grants related to an expense item are recognised
as income on a systematic basis over the periods
Sale of goods:
that the related costs, for which it is intended to
Revenue is measured at the fair value of the compensate, are expensed. When grants relates
consideration received or receivable, on the basis to an assets it is recognized as income in equal
of approved contracts for the transfer of goods amounts over the expected useful life of the related
or services with the customer which the entity asset.
expects to be entitled in exchange for those goods
p) Borrowing costs
or services. Revenue is recognized net of returns
and allowances, related discounts, incentives and Borrowing costs that are attributable to the
volume rebates after the control over the goods sold acquisition, construction or production of a
are transferred to the customer which is generally on qualifying asset are capitalised as part of the cost
dispatch/delivery of goods. of the asset till such time the asset is ready for its
intended use or sale. A qualifying asset is an asset
Returns, allowances, incentives, volume rebates,
that necessarily requires a substantial period of
discounts etc. are estimated at contract inception
time (generally over twelve months) to get ready for
considering the terms of various schemes with
its intended use or sale.
customers using expected value method and revenue
is only recognized to the extent that it is highly All other borrowing costs are expensed in the period
probable that significant reversal will not occur. in which they occur.

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.

134
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


Current income tax assets and liabilities are a. When the deferred tax asset relating to the
measured at the amount expected to be recovered deductible temporary difference arises from
from or paid to the taxation authorities, based on the initial recognition of an asset or liability in
the rates and tax laws enacted or substantively a transaction that is not a business combination
enacted, at the reporting date in the country where and, at the time of the transaction, affects
the entity operates and generates taxable income. neither the accounting profit nor taxable profit
or loss
Current income tax relating to items recognized
directly in equity is recognised in equity and not in b. In respect of deductible temporary differences
the statement of profit and loss. associated with investments in subsidiaries,
associates and interests in joint arrangements,
Management periodically evaluates positions deferred tax assets are recognised only to the
taken in the tax returns with respect to situations extent that it is probable that the temporary
in which applicable tax regulations are subject to differences will reverse in the foreseeable future
interpretation and establishes provisions where and taxable profit will be available against which
appropriate. the temporary differences can be utilised
Deferred Tax The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the
Deferred tax is provided using the balance sheet
extent that it is no longer probable that sufficient
approach on temporary differences at the reporting
taxable profit will be available to allow all or part of
date between the tax bases of assets and liabilities
the deferred tax asset to be utilised. Unrecognised
and their corresponding carrying amounts for the
deferred tax assets are re-assessed at each reporting
financial reporting purposes at the reporting date.
date and are recognised to the extent that it has
Deferred tax liabilities are recognised for all taxable become probable that future taxable profits will
temporary differences, except: allow the deferred tax asset to be recovered.

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:

135
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


available as an asset only to the extent that there • The date of the plan amendment or curtailment,
is convincing evidence that the Company will pay and
normal income tax during the specified period,
i.e., the period for which MAT credit is allowed to • The date that the Company recognises related
be carried forward. The Company reviews the “MAT restructuring costs
credit entitlement” asset at each reporting date and
Net interest is calculated by applying the discount
writes down the asset to the extent the Company
rate to the net defined benefit liability or asset. The
does not have convincing evidence that it will pay
Company recognises the following changes in the
normal income tax during the specified period.
net defined benefit obligation as an expense in the
r) Employee benefits statement of profit and loss:

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.

The Company operates a defined benefit gratuity s) Foreign currency translation


plan in India, which requires contributions to be
made to a separately administered fund. The Items included in the standalone financial
Company also has additional death benefit scheme statements of the entity are measured using the
for specific set of employees. This death benefit currency of the primary economic environment in
scheme is unfunded. which the entity operates (‘the functional currency’).
The standalone financial statements are presented
The cost of providing benefits under the defined in Indian rupee (INR), which is Company’s functional
benefit plan is determined using the projected unit and presentation currency.
credit method. Re-measurements, comprising of
actuarial gains and losses, the effect of the asset Transactions and balances
ceiling, excluding amounts included in net interest
Transactions in foreign currencies are initially
on the net defined benefit liability and the return
recorded at functional currency, using the foreign
on plan assets (excluding amounts included in net
exchange rate at the date the transaction first
interest on the net defined benefit liability), are
qualifies for recognition. However, for practical
recognised immediately in the balance sheet with a
reasons, the Company uses an average rate if the
corresponding debit or credit to retained earnings
average approximates the actual rate at the date of
through other comprehensive income in the period
the transaction.
in which they occur. Re-measurements are not
reclassified to profit or loss in subsequent periods. At each balance sheet date, foreign currency
monetary assets and liabilities are translated at
Past service costs are recognised in profit or loss on
the functional currency using the foreign exchange
the earlier of:
rate at the reporting date. Foreign exchange gains
and losses resulting from the settlement of such

136
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Notes to Standalone Financial Statements


transactions and from translation of monetary Provisions, contingent liabilities, contingent assets
assets and liabilities denominated at foreign and commitments are reviewed at each balance
currencies at year end exchange rates are generally sheet date.
recognized in profit and loss.
u) Earnings per share
Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated Basic earnings per share are calculated by dividing
using the exchange rates at the dates of the initial the net profit for the year attributable to equity
transaction. shareholders by the weighted average number of
equity shares outstanding during the year. Earnings
t) Provisions, Contingent liabilities, Contingent considered in ascertaining the Company’s earnings
assets and Commitments: per share is the net profit for the year after deducting
preference dividends and any attributable tax
Provisions are recognised when the Company has thereto for the year. The weighted average number
a present obligation (legal or constructive) as a of equity shares outstanding during the year and for
result of a past event, it is probable that an outflow all years presented is adjusted for events, such as
of resources embodying economic benefits will bonus shares, other than the conversion of potential
be required to settle the obligation and a reliable equity shares that have changed the number of
estimate can be made of the amount of the equity shares outstanding, without a corresponding
obligation. change in resources.
When the Company expects some or all of a provision Equity shares that will be issued upon the conversion
to be reimbursed, for example, under an insurance of mandatorily convertible instruments are included
contract, the reimbursement is recognised as a in the calculation of basic earnings per share from
separate asset, but only when the reimbursement is the date the contract is entered into.
virtually certain. The expense relating to a provision
is presented in the statement of profit and loss net For the purpose of calculating diluted earnings per
of any reimbursement. share, the profit or loss for the year attributable
to equity shareholders and the weighted average
If the effect of the time value of money is material, number of shares outstanding during the year is
provisions are discounted using a current pre- adjusted for the effects of all dilutive potential
tax rate that reflects, when appropriate, the risks equity shares.
specific to the liability. When discounting is used,
the increase in the provision due to the passage of v) Operating Segment
time is recognised as a finance cost.
The Chief Operational Decision Maker monitors the
Contingent liability is disclosed in the case of: operating results of its business segments separately
for the purpose of making decisions about resource
1. A present obligation arising from the past allocation and performance assessment. Segment
events, when it is not probable that an outflow performance is evaluated based on profit or loss and
of resources will be required to settle the is measured consistently with profit or loss in the
obligation; standalone financial statements.
2. A present obligation arising from the past The Operating segments have been identified on the
events, when no reliable estimate is possible; basis of the nature of products/services.
3. A possible obligation arising from the past The accounting policies adopted for segment
events, unless the probability of outflow of reporting are in line with the accounting policies
resources is remote. of the Company. Segment revenue, segment
expenses, segment assets and segment liabilities
Commitments include the amount of purchase order
have been identified to segments on the basis of
(net of advances) issued to parties for completion of
their relationship to the operating activities of
assets.
the segment. Inter Segment revenue is accounted

137
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Notes to Standalone Financial Statements


on the basis of transactions which are primarily 2. Level 2 — Valuation techniques for which the
determined based on market/fair value factors. lowest level input that is significant to the fair
Revenue, expenses, assets and liabilities which relate value measurement is directly or indirectly
to the Company as a whole and are not allocated to observable.
segments on a reasonable basis have been included
under “unallocated revenue / expenses / assets / 3. Level 3 — Valuation techniques for which the
liabilities”. lowest level input that is significant to the fair
value measurement is unobservable.
w) Fair value measurement
For assets and liabilities that are recognised in
The Company measures financial instruments, such the standalone financial statements on a recurring
as, derivatives at fair value at each balance sheet basis, the Company determines whether transfers
date. have occurred between levels in the hierarchy by re-
assessing categorisation (based on the lowest level
Fair value is the price that would be received to sell input that is significant to the fair value measurement
an asset or paid to transfer a liability in an orderly as a whole) at the end of each reporting period.
transaction between market participants at the
measurement date. The fair value measurement is x) Current and non-current classification
based on the presumption that the transaction to
sell the asset or transfer the liability takes place The Company presents assets and liabilities in
either: the balance sheet based on current/ non-current
classification. An asset is treated as current when it
1. In the principal market for the asset or liability, is:

Or 1. Expected to be realised or intended to be sold or


consumed in normal operating cycle;
2. In the absence of a principal market, in the most
advantageous market for the asset or liability. 2. Held primarily for the purpose of trading;

3. Expected to be realised within twelve months


The principal or the most advantageous market
after the reporting period,
must be accessible by the Company.
Or
The fair value of an asset or a liability is measured
using the assumptions that market participants 4. Cash or cash equivalent unless restricted from
would use when pricing the asset or liability, being exchanged or used to settle a liability
assuming that market participants act in their for at least twelve months after the reporting
economic best interest. period.

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

Notes to Standalone Financial Statements


All other liabilities are classified as non-current. units to which goodwill has been allocated. The
value in use calculation requires the management to
Deferred tax assets and liabilities are classified as estimate the future cash flows expected to arise from
non-current assets and liabilities. the cash-generating unit and a suitable discount rate
in order to calculate present value. Where the actual
The operating cycle is the time between the acquisition
future cash flows are less than the carrying amount,
of assets for processing and their realisation in cash
a material impairment loss may arise.
and cash equivalents. The Company has identified
twelve months as its operating cycle. b. Legal & Tax matters and contingent liabilities
y) Exceptional items Various litigations and claims related to Company
are assessed primarily by the management and also
Certain occasions, the size, type or incidence of an
in certain cases by with the support of the relevant
item of income or expense, pertaining to the ordinary
external advice. Disclosures related to such provision
activities of the Company is such that its disclosure
for legal cases, as well as contingent liabilities,
improves the understanding of the performance of
require judgment and estimations.
the Company, such income or expense is classified
as an exceptional item and accordingly, disclosed in c. Revenue recognition
the notes accompanying to the standalone financial
statements. Company provides various discounts to the
customers. The methodology and assumptions used
z) Rounding off to estimate the same are monitored and adjusted
regularly in the light of contractual and legal
All amounts disclosed in the standalone financial
obligations, historical trends, past experience and
statements and notes have been rounded off to the
projected market conditions.
nearest crore as per the requirements of Schedule III,
unless otherwise stated. Any amount appearing as H d. Compulsory convertible debentures (CCDs)
0.00 represents amount less than H 50,000.
The Company has issued CCDs with an option of
aa) Significant estimates and judgments early conversion available with the Group during the
tenure of CCDs. Judgment is required to determine
The preparation of the Company’s standalone
(a) whether the group’s early settlement option
financial statements requires management to make
is substantive and thus classify CCDs as equity
judgments, estimates and assumptions that affect
instrument or (b) whether the Company has an
the reported amounts of revenues, expenses, assets
indirect obligation to deliver a variable number
and liabilities, and the accompanying disclosures,
of shares, which would meet the definition of a
and the disclosure of contingent liabilities.
financial liability and thus classify CCDs as liability
Uncertainty about these assumptions and estimates
instruments.
could result in outcomes that require a material
adjustment to the carrying amount of assets or e. Government Grants
liabilities affected in future periods.
Government grants are recognised where there is
The estimates and assumptions that may have a reasonable assurance that the grant will be received
significant risk of causing a material adjustment to and all attached conditions will be complied with.
the carrying amounts of assets and liabilities within Assessment of unfulfilled conditions and other
the next financial period are described below: contingencies attaching to government assistance
that has been recognized require judgment and
a. Impairment of Goodwill
estimations.
Determining whether goodwill is impaired requires an
estimation of the value in use of the cash generating

139
140
Notes to Standalone Financial Statements
(All amounts are in H crore, unless otherwise stated)

2. Property, plant and equipment

Land - Building Railway Furniture


Land - Quarry Plant and Office
Description Freehold and Sidings & Vehicles Total
Leasehold Development Machinery Equipment
(a) Roads & Locomotives Fixtures

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

3. Investment property

Description Amount

Cost as at 1 April 2019 1.59

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

Accumulated depreciation as at 1 April 2019 0.32

Depreciation for the year 0.08


Disposals/transfer -
Accumulated depreciation as at 31 March 2020 (B) 0.40

Depreciation for the year 0.05


Disposals (0.21)
Accumulated depreciation as at 31 March 2021 (D) 0.24

Net carrying amount as at 31 March 2020 (A) - (B) 1.19

Net carrying amount as at 31 March 2021 (C) - (D) 0.55

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.

4. Goodwill and Other intangible assets

Other Intangible Assets


Description Mining Trade Non Compete Suppliers Goodwill
Software Total
rights Mark Agreement Agreement

Cost as at 1 April 2019 60.86 939.92 506.66 71.90 17.78 1,597.12 2,443.86

Additions 0.49 3.18 - - - 3.67 -


Disposals/adjustments - - - - - - -
Cost as at 31 March 2020 (A) 61.35 943.10 506.66 71.90 17.78 1,600.79 2,443.86

Additions 0.74 42.21 - - - 42.95 -


Disposals/adjustments - - - - - - -
Cost as at 31 March 2021 (C) 62.09 985.31 506.66 71.90 17.78 1,643.74 2,443.86

Accumulated amortisation as 47.31 56.54 134.07 71.90 11.08 320.90 -


at 1 April 2019

141
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

4. Goodwill and Other intangible assets (Contd..)

Other Intangible Assets


Description Mining Trade Non Compete Suppliers Goodwill
Software Total
rights Mark Agreement Agreement

Amortisation for the year 4.66 18.54 49.62 - 4.43 77.25 -


Disposals/adjustments - - - - - - -
Accumulated amortisation as 51.97 75.08 183.69 71.90 15.51 398.15 -
at 31 March 2020 (B)

Amortisation for the year 4.37 18.50 49.62 - 2.26 74.75 -


Accumulated amortisation as 56.34 93.58 233.31 71.90 17.77 472.90 -
at 31 March 2020 (D)

Net carrying amount as at 31 9.38 868.02 322.97 - 2.27 1,202.64 2,443.86


March 2020 (A) - (B)

Net carrying amount as at 31 5.75 891.73 273.35 - 0.01 1,170.84 2,443.86


March 2021 (C) - (D)

Impairment testing of goodwill

Goodwill pertains to the two CGUs below, which are also operating and reportable segments, for impairment testing:

• Cement CGU

• Ready Mix CGU

Carrying amount of goodwill pertains to each of the CGUs:

Cement RMX
Particulars
31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20

Goodwill 2,017.85 2,017.85 426.01 426.01

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

ii. Ready Mix CGU

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.

Key assumptions used for value in use calculations

The calculation of value in use for both units is most sensitive to the following assumptions:

(1) Sales Growth rate


(2) Raw Material price inflation
(3) Market growth rate

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.

Sensitivity to changes in assumptions

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

5. Right of use asset

Land - Office Plant &


Description Building Vehicles Total
Leasehold Premises* Machinery

Cost as at 1 April 2019 11.77 - 33.97 10.14 1.24 57.12


Additions 2.56 - 2.44 3.11 - 8.11
Reclassified on adoption 70.55 - - - - 70.55
Disposals/ Adjustment - - - (1.59) - (1.59)
Cost as at 31 March 2020 (A) 84.88 - 36.41 11.66 1.24 134.19

Additions 0.19 46.43 37.31 59.28 0.59 143.80


Disposals (0.21) - (25.61) (6.33) (0.11) (32.26)
Cost as at 31 March 2021 (C) 84.86 46.43 48.11 64.61 1.72 245.73

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)

Net carrying amount as at 66.56 - 27.74 6.53 0.85 101.68


31 March 2020 (A)-(B)

Net carrying amount as at 62.26 31.61 39.69 44.35 0.96 178.87


31 March 2021 (C)-(D)
* including furniture

6. Non current investments

As at As at
Particulars
31 March 2021 31 March 2020

Unquoted, valued at cost unless stated otherwise


a. Investment in subsidiary company
242,075,000 (31 March 2020 - Nil) Equity Shares of H10/- each fully paid 2,271.23 -
up in NU Vista Limited

144
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

As at As at
Particulars
31 March 2021 31 March 2020

b. Investment in joint venture (Refer Note below)


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

Less: Provision for impairment (0.86) (0.86)


- -

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

i. Equity investment (at FVTOCI)


1,925,924 (31 March 2020 - 1,925,924) Class A equity shares of H 10/- - -
each fully paid-up in VS Lignite Power Private Ltd.

ii. Debt investment (at FVTPL)


4,828,298 (31 March 2020 - 4,828,298) 0.01% cumulative class A - -
redeemable preference shares of H 10/- each fully paid-up in VS Lignite
Power Private Ltd.

iii) Un-quoted government securities at amortised cost


National savings certificates lodged with various authorities 0.05 0.05
Total 2,271.28 0.05

145
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

7. Loans

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Loans to related party (Refer note 42) 999.74 -
Loans/advances to employees 1.50 0.17
Sub total (a) 1,001.24 0.17

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.

8. Other non-current financial assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Industrial promotional assistance (Refer note 56) 427.14 427.14
Deposits with govt. authorities and others 140.27 151.95
Sub total (a) 567.41 579.09

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

9. Other non current assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Capital advances 93.93 105.25
Prepaid expenses 1.75 1.81
Sub total (a) 95.68 107.06

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

10. Inventories

As at As at
Particulars
31 March 2021 31 March 2020

(Valued at cost and NRV whichever is lower)


Raw materials 40.53 52.90
(includes stock with third party H 0.11 crores (31 March 2020 : H7.82 crores))
Work-in-progress 87.25 112.27
(includes in transit H 5.98 crores (31 March 2020 : Nil))
Finished goods 65.56 143.33
(includes in transit H 20.85 crores (31 March 2020 : H32.21 crores))
Stock-in-Trade 2.73 1.79
Stores and Spare Parts, Packing Material and Fuel 305.97 292.74
(includes in transit and stock with third parties H 96.44 crores (31 March 2020
: H72.34 crores))
Total 502.04 603.03

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

Quoted, valued at fair value through profit and loss

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 -

Aggregate book value of quoted investments 310.13 -


Aggregate market value of quoted investments 310.13 -

147
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

12. Trade receivables

As at As at
Particulars
31 March 2021 31 March 2020

- Secured, considered good# 129.11 153.38


- Unsecured, considered good# 250.62 345.21
- Which have significant increase in credit risk 7.61 7.71
- Credit impaired 107.31 89.02
494.65 595.32
Provision for doubtful trade receivables (107.31) (89.02)
Total 387.34 506.30
#
For trade receivable outstanding from related parties (Refer note 42)

13. Cash and cash equivalents

As at As at
Particulars
31 March 2021 31 March 2020

Balances with bank


- On current accounts 13.64 23.71
- Deposits with original maturity of less than three months 400.00 230.00
Cheques/drafts on hand 2.02 0.07
Cash on hand 0.03 0.08
Total 415.69 253.86

14. Bank balances other than Cash and cash equivalents

As at As at
Particulars
31 March 2021 31 March 2020

Earmarked (restricted) balances with banks for :


Earmarked deposit with bank - 230.00
Balances with various statutory authorities 21.82 21.82
Collateral for disputed indirect tax cases 5.18 5.18
Total 27.00 257.00

15. Loans

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Loans/advances to employees 2.44 2.26
Total 2.44 2.26

148
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

16. Other current financial assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Deposits with govt. authorities and others 143.05 129.59
Industrial promotional assistance 28.74 60.43
Interest accrued 7.10 4.71
Other receivables# 12.60 71.08
Sub total (a) 191.49 265.81

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)

17. Other current assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Advances to Suppliers# 57.27 70.60
Balances with indirect tax authorities 41.43 29.24
Prepaid expenses 20.11 15.40
Other receivables 2.81 1.99
Total 121.62 117.23
#
For advances given to related parties (Refer note 42)

18. Equity share capital

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

(a) Terms/ rights attached to equity shares

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.

(b) Shares held by shareholders holding more than 5% in the Company

As at As at
Particulars
31 March 2021 31 March 2020

Niyogi Enterprise Private Limited (Holding Company) and its nominees


No of Shares 27,27,27,274 20,00,00,000
Shareholding % 86.56% 82.52%
Shri. Karsanbhai Khodidas Patel
No of Shares 2,49,84,351 2,49,84,351*
Shareholding % 7.93% 10.31%
*held jointly with Shantaben Karsanbhai Patel

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.

Nature and purpose of reserve

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.

B - Debenture Redemption Reserve

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

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.

D - Capital Redemption Reserve

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.

F - Statutory Reserve Under Section 45IC of RBI Act

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

i) Non convertible debentures


8.66% Secured listed non convertible debenture redeemable at par on - 790.19
14.09.2021 (8000 nos.) (Refer note a)
9.15% Secured listed non convertible debenture redeemable at par on 349.39 349.12
30.08.2022 (3500 nos.) (Refer note b)
9.65 % Unsecured listed non convertible debenture redeemable at par on 297.91 297.50
05.07.2024 ( 3000 nos.) (Refer note c(i))
10.15% Unsecured listed non convertible debenture redeemable at par on 296.35 296.00
05.07.2027 (3000 nos.) (Refer note c(ii))
7.25% Secured listed non convertible debenture redeemable at par on 496.73 -
25.09.2023 (5000 nos.) (Refer note d(iv))

ii) Term loan from bank in local currency


Secured term loans (Refer note e) 2,453.97 1,198.44

iii) Unsecured borrowings


0.001% Unlisted, unsecured debentures compulsorily convertible into 0.03 -
equity shares (Refer note f)
3,894.38 2,931.25

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)


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.

(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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)


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 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 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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)


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.

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

Repayment Schedule of non convertible debentures:


Not later than one year 1,250.00 800.00
Later than one year and not later than two years 350.00 800.00
Later than two years and not later than five years 800.00 650.00
More than five years 300.00 300.00

20. Other non-current financial liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Other liabilities 52.76 52.76


Total 52.76 52.76

21. Provisions (non-current)

As at As at
Particulars
31 March 2021 31 March 2020

Provision for death benefit (Refer note 41) 3.23 3.33


Provision for gratuity (Refer note 41) 1.31 6.84
Provision for site restoration (Refer note 52) 53.61 31.96
Provision for contractors' charges (Refer note 52) 10.18 28.18
Total 68.33 70.31

154
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

22. Deferred tax liabilities (net)

As at As at
Particulars
31 March 2021 31 March 2020

Deferred tax liability (Refer note 39) 1,766.07 1,714.15


- Depreciation and amortisation 1,761.44 1,714.15
- Others 4.63 -

Deferred tax asset (Refer note 39) 305.07 272.31


- Disallowance under section 43B of the Income Tax Act 49.75 57.51
- Provision for doubtful debts and advances 43.09 36.62
- Others 16.80 5.11
- MAT credit entitlement 195.43 173.07
Total 1,461.00 1,441.84

23. Borrowings

As at As at
Particulars
31 March 2021 31 March 2020

Loans repayable on demand (Unsecured):


Inter corporate deposit from Related Party (Refer Note 42) - 661.31
- 661.31

24. Trade payables

As at As at
Particulars
31 March 2021 31 March 2020

Due to micro and small enterprises 31.16 12.01


Due to creditors other than micro and small enterprises 667.87 773.95
Total 699.03 785.96

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.

25. Other current financial liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Current maturities of long term debt 1,651.59 870.71


Security deposits from dealers, transporters and others 471.45 453.06
Creditors for capital expenditure 170.43 162.88
Liability for employee related expenses 36.12 30.02
Total 2,329.59 1,516.67

155
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

26. Other current liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Liability towards discount to dealers 179.84 174.73


Advance from customers 67.33 79.75
Others (including statutory dues and liabilities for expenses) 182.92 79.36
Total 430.09 333.84

27. Provisions (current)

As at As at
Particulars
31 March 2021 31 March 2020

Provision for leave benefits (Refer note 41) 24.89 25.57


Provision for death benefit (Refer note 41) 0.61 0.54
Provision for indirect taxes/litigations (Refer note 52) 196.50 181.82
Provision for dealers' discounts (Refer note 52) 104.01 112.07
Provision for site restoration (Refer note 52) 6.09 1.58
Total 332.10 321.58

28. Revenue from operations

Particulars 2020-21 2019-20

Sale of products
Manufactured goods 5,492.76 6,682.98
Traded goods 192.40 26.43

Other operating revenue


Industrial promotional assistance - fiscal incentive (Refer Note below) 19.39 47.46
Provision/liabilities no longer required, written back 47.49 6.29
Scrap sales 12.55 17.92
Recoveries of shortages & damages 30.22 10.14
Income from Services 10.54 2.02
Total revenue from operations 5,805.35 6,793.24
Note:
The Company has recognized as other operating revenue Industrial Promotional Assistance (IPA) of H 19.39 crores (31 March 2020: H 47.46
Crores) has been recognised related to Chittorgarh Cement Plant and Nimbol Cement Plant from the Government of Rajasthan under the Rajasthan
Investment Promotion Scheme 2010.

156
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

29. Other income

Particulars 2020-21 2019-20

Gain on sale of current investments 6.64 19.90


Fair value gain on financial instruments at fair value through profit or loss 0.14 -
Interest income on bank deposits 8.67 2.81
Interest income on others 56.50 8.25
Net gain on foreign currency transaction and translation 2.58 0.51
Gain on sale of Investment property 0.21 -
Net gain on sale of Property, Plant & Equipment and Right of use assets 6.33 -
Other non-operating income 2.34 5.23
83.41 36.70

30. Cost of materials consumed

Particulars 2020-21 2019-20

Inventory at the beginning of the year 52.90 61.27


Add: Purchases 794.76 1,265.45
847.66 1,326.72
Less: Inventory at the end of the year (40.53) (52.90)
807.13 1,273.82

31. Purchase of stock in trade

Particulars 2020-21 2019-20

Cement 133.90 -
Construction chemicals and Others 23.99 17.56
157.89 17.56

32. Changes in inventories of finished goods, work-in-progress and stock-in-trade

Particulars 2020-21 2019-20

Inventories at the end of the year


Finished goods 65.56 143.33
Work-in-progress 87.25 112.27
Stock-in-Trade 2.73 1.79
155.54 257.39
Inventories at the beginning of the year
Finished goods 143.33 55.32
Work-in-progress 112.27 140.16
Stock-in-Trade 1.79 0.55
257.39 196.03

Changes in inventories of finished goods 77.77 (88.01)


Changes in inventories of work-in-progress 25.02 27.89
Changes in inventories of Stock-in-trade (0.94) (1.25)
101.85 (61.37)

157
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

33. Employee benefits expense

Particulars 2020-21 2019-20

Salaries, bonus and wages 336.74 339.46


Contribution to provident fund and other retirement benefits (Refer note 41) 40.24 40.81
Staff welfare expenses 26.82 24.34
403.80 404.61

34. Finance costs

Particulars 2020-21 2019-20

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

35. Depreciation and amortization expense

Particulars 2020-21 2019-20

Depreciation on tangible assets 462.03 429.45


Amortization of intangible assets 74.75 77.25
Amortization of Right to use 50.50 21.10
Depreciation on investment property 0.05 0.08
587.33 527.88

36. Other expenses

Particulars 2020-21 2019-20

Consumption of stores & spares 118.47 141.82


Consumption of packing materials 189.52 199.81
Lease rent (Refer Note 40) 14.59 23.23
Rates & taxes 12.91 14.82
Insurance 14.83 6.96
Repairs and maintenance to plant and machinery, building and others 71.17 78.80
CSR expenditure (Refer Note 55) 6.05 4.17
Advertisement and sales promotions 41.16 72.07
Travelling and conveyance expenses 15.75 36.00
Legal and professional charges 17.88 35.33
Payment to auditors (Refer note below) 0.86 0.96
Donations 0.20 0.04

158
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

36. Other expenses (Contd..)

Particulars 2020-21 2019-20

Provision for bad/doubtful debts and advances 19.05 13.13


Property, Plant and Equipment written off - 3.40
Equipment hire, labour and subcontract charges 150.87 192.37
Security service charges 16.18 16.61
Miscellaneous expenses 25.13 23.95
Less : Captive Consumption (Cement & Concrete) (2.15) (3.76)
712.47 859.71
Payment to auditor (excluding taxes)
Statutory Auditors :
Audit fee (including half year limited review) 0.67 0.72
Tax audit fee 0.13 0.13
Other services 0.06 0.10
Reimbursement of expenses - 0.01
Total 0.86 0.96

37. Earnings per equity share

Particulars 2020-21 2019-20

Profit attributable to equity shareholders 22.78 249.25

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

38. Tax expense


(a) Amounts recognised in profit and loss

Particulars 2020-21 2019-20

Current income tax 46.47 89.62


Tax expense relating to earlier years* (11.31) 0.23
Deferred tax liability (net)
Origination and reversal of temporary differences# 32.90 3.66
Minimum Alternate Tax credit 8.65 43.99
Deferred tax expense 41.55 47.65
Tax expense for the year 76.71 137.50
*Tax expenses relating to earlier years include adjustment related to MAT credit entitlement of H 31.01 Cr (31 March 2020 Mat credit utilisation
of H 15.66 Cr), deferred tax debit of H 19.70 Cr (31 March 2020 credit of H 12.62 Cr) and current tax credit of H Nil (31 March 2020 credit of
H 2.81 Cr).
#Deferred tax expense for the year ended March 31, 2021 includes H 54.19 crores being one time tax impact of goodwill taken out of purview
of tax depreciation w.e.f. 1 April 2020 by Finance Bill enacted in March 2021.

159
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

(b) Reconciliation of effective tax rate

Particulars 2020-21 2019-20

Tax Rate 34.944% 34.944%

Profit before tax (A) 99.49 386.75


Profit/(Loss) adjustment on account of business combination (Refer note - (6.90)
51) (B)
Profit before tax (A) - (B) 99.49 393.65
Tax using the applicable tax rate 34.76 137.56
Tax effect of:
Expenses inadmissible under Income Tax Act, 1961 1.06 1.44
Adjustment related to earlier years (11.31) 0.23
Recognition of deferred tax liability on Goodwill 54.19 -
Others (1.99) (1.73)
Tax expense as per statement of profit and loss 76.71 137.50

Effective tax rate 77.11% 34.93%

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

39. Deferred Tax Liability (Net)

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

Deferred tax liability


Depreciation and 1,718.50 (4.35) - - 1,714.15 47.29 - - 1,761.44
amortisation difference
Others 1.12 (1.12) - - - 4.63 - - 4.63
Total (a) 1,719.62 (5.47) - - 1,714.15 51.92 - - 1,766.07

Deferred tax Asset


Disallowance under 53.25 2.62 1.64 - 57.51 (6.22) (1.54) - 49.75
section 43B of Income
Tax Act, 1961
Provision for doubtful 31.27 5.35 - - 36.62 6.47 - - 43.09
debts and advances
Others 9.34 (4.48) - 0.25 5.11 (0.93) - 12.62 16.80
MAT credit entitlement 232.72 (59.65) - - 173.07 22.36 - - 195.43
Total (b) 326.58 (56.16) 1.64 0.25 272.31 21.68 (1.54) 12.62 305.07

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:

Land - Office Plant &


Particulars Building Vehicles Total
Leasehold Premises* Machinery

Liability as at 01 April 2019 11.77 - 33.97 10.14 1.24 57.12


Additions 2.56 - 2.44 3.11 - 8.11
Interest Expense (included in finance costs) 1.10 - 2.90 0.91 0.09 5.00
Lease Payments (3.45) - (9.59) (6.63) (0.45) (20.12)
Reversal - - - (0.59) - (0.59)
Liability as at 31 March 2020 11.98 - 29.72 6.94 0.88 49.52
Additions 0.19 46.43 37.31 59.28 0.59 143.80
Interest Expense (included in finance costs) 0.92 3.00 2.99 3.65 0.07 10.63
Lease Payments (3.73) (16.67) (12.19) (20.87) (0.46) (53.92)
Reversal (0.02) - (16.27) - (0.06) (16.35)
Liability as at 31 March 2021 9.34 32.76 41.56 49.00 1.02 133.68
*Including Furniture

161
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

The Undiscounted lease liabilities of continuing operations by maturity are as follows

Particulars 31 March 2021 31 March 2020

Less than one year 59.75 19.50


Between one and five years 93.07 35.81
After five years 8.64 2.65

The following table provides additional disclosures related to right-of-use assets and lease liabilities:

Particulars Note Ref 2020-21 2019-20

Expense relating to short-term leases (included in other expenses) 36 14.59 23.23

41. Employee benefit

The Company contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:

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:

i) On normal retirement / early retirement / withdrawal / resignation:

As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in 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.

162
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

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:

31 March 31 March 31 March 31 March


Particulars 2021 2020 2021 2020
Gratuity (Funded) Death Benefit

Defined benefit obligation (79.68) (72.27) (3.84) (3.87)


Fair value of plan assets 78.37 65.43 - -
Net defined benefit (obligation)/assets (1.31) (6.84) (3.84) (3.87)
Non-current (1.31) (6.84) (3.23) (3.33)
Current - - (0.61) (0.54)

B. Movement in net defined benefit (asset) / liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit
liability/(asset) and its components.

31 March 31 March 31 March 31 March


Particulars 2021 2020 2021 2020
Gratuity (Funded) Death Benefit

Defined benefit obligation


Opening balance 72.27 65.89 3.87 3.93
Included in statement of profit and loss
Current service cost 5.60 4.48 0.07 0.07
Past service cost - 0.07 - 0.22
Adjustment due to Business Combination - 2.67 - -
Interest cost 4.64 4.44 0.24 0.27
10.24 11.66 0.31 0.55
Included in OCI
Actuarial loss / (gain) - experience adjustments 1.25 1.78 0.09 (0.20)
Actuarial loss / (gain) - financial assumptions 2.11 0.24 0.07 0.05
3.36 2.02 0.16 (0.15)
Other
Benefits paid (6.19) (7.30) (0.50) (0.46)
Closing balance (a) 79.68 72.27 3.84 3.87

Fair value of plan asset


Opening balance 65.43 63.66 - -
Interest income 4.41 4.58 - -
69.84 68.24 - -
Included in OCI
Actuarial gain /(loss) 7.92 (2.81) - -
77.76 65.43 - -
Other
Contributions paid by the employer 0.61 7.30 - -
Benefits paid - (7.30) - -
Closing balance (b) 78.37 65.43 - -

Represented by
Net defined benefit asset (b-a) - - - -
Net defined benefit liability (a-b) 1.31 6.84 3.84 3.87

163
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

C. Plan assets
Plan assets comprises the following :

2020-21 2019-20
Particulars
Gratuity (Funded)

Investment in scheme of insurance 100% 100%

D. Defined benefit obligations


i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Particulars 31 March 2021 31 March 2020

Discount rate 6.20% 6.70%


Salary escalation 7.50% 7.50%
Mortality pre and post retirement Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
(modified) Ult (modified) Ult
Employee turnover rate (for different age groups) 5%-10% 5%-10%

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.

31 March 2021 31 March 2020


Particulars Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Gratuity (Funded) Death Benefit Gratuity (Funded) Death Benefit

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.

F. Maturity profile of defined benefit obligation

Particulars 31 March 2021 31 March 2020

Within the next 12 months 9.60 9.14


Between 1 and 5 years 47.60 40.74
Between 5 and 10 years 57.99 54.07

164
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

G. Other information

Particulars 31 March 2021 31 March 2020

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

42. Related party relationships, transactions and balances


Related parties and nature of relationship

(i) Holding Company

Niyogi Enterprise Private Limited (w.e.f. 30 April 2019)


Nirma Limited (Ceased to be holding company w.e.f. 30 April 2019)

(ii) Subsidiary Company

NU Vista Limited w.e.f. 14th July 2020

(iii) Joint Venture Company

Wardha Vaalley Coal Field Private Limited

(iv) Entities over which Promoters exercise control

Nirma Credit and Capital Pvt. Ltd.


Nirma Limited (w.e.f. 1 May 2019)
Nirma Chemical Works Pvt. Ltd.
Navin Overseas FZC, UAE
Constera Realty Pvt. Ltd.
Aculife Healthcare Pvt. Ltd.

(v) Entities over which Promoters has significant influence

Nirma University
Nirma Education and Research Foundation

(vi) Key Management Personnel

Managing Director - Mr. Jayakumar Krishnaswamy


Director - Mr. Hiren Patel
Director - Mr. Kaushikbhai Patel
Director - Mr. Suketu Nareshkumar Shah (resigned w.e.f. 7 April 2021)
Independent Director - Mr. Berjis Minoo Desai
Independent Director - Ms. Bhavna Doshi

(vii) Relatives of Key Management Personnel

Mrs. Toralben Kaushikbhai Patel (Spouse of Mr. Kaushikbhai Patel)

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

Details of Related Party


Transactions carried out
during the year
Purchases - 129.63 0.13 - - - 129.76 0.01 1.50 - - - 1.51
NU Vista Limited - 129.63 - - - - 129.63 - - - - - -
Nirma Limited - - 0.13 - - - 0.13 0.01 1.50 - - - 1.51

Sales - 67.24 4.72 0.84 0.07 - 72.87 - 6.49 - 0.02 - 6.51


NU Vista Limited - 67.24 - - - - 67.24 - - - - - -
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Nirma Limited - - 2.73 - - - 2.73 - 5.42 - - - 5.42


Constera Realty Pvt. Ltd. - - 1.99 - - - 1.99 - 1.07 - - - 1.07
Nirma University - - - 0.84 - - 0.84 - - - - - -
Mr. Hiren Patel - - - - 0.07 - 0.07 - - - 0.02 - 0.02

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*

Interest Income - 53.76 - - - 0.20 53.96 - - - - 0.20 0.20


NU Vista Limited - 53.76 - - - - 53.76 - - - - - -
Wardha Vaalley Coal Field - - - - - 0.20 0.20 - - - - 0.20 0.20
Private Limited

Training & Development - - - - - - - - - 0.14 - - 0.14


Nirma University - - - - - - - - - 0.14 - - 0.14

Sales promotion - - - - - - - - - 0.03 - - 0.03


Nirma University - - - - - - - - - 0.03 - - 0.03
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

Issue of Equity Shares 1,600.00 - - - - - 1,600.00 - - - 42.36 - 42.36


Niyogi Enterprise Private 1,600.00 - - - - - 1,600.00 - - - - - -
Limited
Shareholders of Nirma - - - - - - - - - - 42.36 - 42.36
Limited on account of
business combination
(Refer note 51)

Advances against - - 15.78 - - - 15.78 - 1.70 - - - 1.70


properties
Constera Realty Pvt. Ltd. - - 15.78 - - - 15.78 - 1.70 - - - 1.70

Loan taken 800.00 - 160.00 - - - 960.00 - 230.00 - - - 230.00


Niyogi Enterprise Private 800.00 - - - - - 800.00 - - - - - -
CORPORATE OVERVIEW

Limited
Nirma Limited - - 160.00 - - - 160.00 - 230.00 - - - 230.00

Investment - 2,271.23 - - - - 2,271.23 - - - - - -


NU Vista Limited - 2,271.23 - - - - 2,271.23 - - - - - -

Loans given - 950.01 - - - 0.04 950.05 - - - - 0.06 0.06


NU Vista Limited - 950.01 - - - - 950.01 - - - - - -
Wardha Vaalley Coal Field - - - - - 0.04 0.04 - - - - 0.06 0.06
Private Limited
STATUTORY REPORTS

Loans Repaid (800.00) - (821.31) - - - (1,621.31) - - - - - -


Nirma Limited - - (821.31) - - - (821.31) - - - - - -
Niyogi Enterprise Private (800.00) - - - - - (800.00) - - - - - -
Limited
FINANCIAL STATEMENTS

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

Rent and Manpower - 0.37 - - - - 0.37 - - - - - -


Expense
NU Vista Limited - 0.37 - - - - 0.37 - - - - - -

Rent and Manpower - 1.53 - - - - 1.53 - - - - - -


shared Income
NU Vista Limited - 1.53 - - - - 1.53 - - - - - -
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

IT Expense - 0.28 - - - - 0.28 - - - - - -


reimbursement
NU Vista Limited - 0.28 - - - - 0.28 - - - - - -

Fees for usage of railway - 0.72 - - - - 0.72 - - - - - -


sidings
NU Vista Limited - 0.72 - - - - 0.72 - - - - - -

Corporate guarantee - - - - - - - 2,850.00 - - - - 2,850.00


received
Nirma Limited - - - - - - - 2,850.00 - - - - 2,850.00

CSR Contribution - - - 2.00 - - 2.00 - - - - - -


Nirma Education and - - - 2.00 - - 2.00 - - - - - -
Research Foundation

Corporate guarantee - - 1,600.00 - - - 1,600.00 - 1,250.00 - - - 1,250.00


release
Nirma Limited - - 1,600.00 - - - 1,600.00 - 1,250.00 - - - 1,250.00
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

Details of Related Party


balances
Interest Payable and - - - - - - - - 87.43 - - - 87.43
outstanding
Nirma Limited - - - - - - - - 87.43 - - - 87.43

Outstanding Inter - - - - - - - - 573.88 - - - 573.88


Corporate Deposits
Nirma Limited - - - - - - - - 573.88 - - - 573.88

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

Mr. Hiren Patel - - - - (1.85) - (1.85) - - - (7.10) - (7.10)


Mr. Kaushikbhai Patel - - - - (0.08) - (0.08) - - - - - -
Mr. Berjis Minoo Desai - - - - (0.08) - (0.08) - - - (0.07) - (0.07)
Ms. Bhavna Doshi - - - - (0.08) - (0.08) - - - (0.08) - (0.08)
Nirma University - - - 0.08 - - 0.08 - - - - - -

Loans and Advances - 999.74 - - - 2.23 1,001.97 - 1.70 - - 2.00 3.70


NU Vista Limited - 999.74 - - - - 999.74 - - - - - -
Wardha Vaalley Coal Field - - - - - 2.23 2.23 - - - - 2.00 2.00
Private Limited
Constera Realty Pvt. Ltd. - - - - - - - - 1.70 - - - 1.70
STATUTORY REPORTS

Corporate guarantee - - - - - - - - 1,600.00 - - - 1,600.00


Nirma Limited - - - - - - - - 1,600.00 - - - 1,600.00

Provision against the - - - - - 2.23 2.23 - - - - 2.00 2.00


receivables
Wardha Vaalley Coal Field - - - - - 2.23 2.23 - - - - 2.00 2.00
Private Limited
*Finance costs on Non-convertible debentures held by Mr. Kaushikbhai Patel has been disclosed on payment basis. Hence, interest accrued from July 07, 2020 to March 31, 2021 amounting to
H 0.28 crores is not disclosed in finance cost for the year ended March 31, 2021 and balances outstanding as on March 31 2021. Similarly, interest accrued on Non-convertible debentures held
by Mrs. Toralben Kaushikbhai Patel (close family member of KMP) from July 07, 2020 to March 31, 2021 amounting to H 0.19 crores has not been disclosed under Related party transactions
and balances for the year ended March 31, 2021.
FINANCIAL STATEMENTS

169
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

Compensation to Key Management Personal

Particulars Mar-21 Mar-20

- Short term 4.83 4.34


- Post retirement 0.38 0.35
- Sitting Fees & Commission 2.41 8.27
Total 7.62 12.96

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.

Revenue recognised from Contract liability (Advances from Customers):

Particulars 31 March 2021 31 March 2020

Closing Contract liability 67.33 79.75

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:

Particulars 31 March 2021 31 March 2020

Revenue as per Contract price 6,378.13 7,409.80


Less: Discounts and incentives (692.97) (700.39)
Revenue as per statement of profit and loss 5,685.16 6,709.41

170
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

44. Financial instruments – Fair values and risk management


A. Accounting classification and fair values

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.

Carrying amount Fair value


31 March 2021 Amortized
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost

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

Carrying amount Fair value


31 March 2020 Amortized
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost

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

171
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk
• Liquidity risk, and
• Market risk

i. Risk management framework

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.

ii. Credit Risk

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:

Particulars 31 March 2021 31 March 2020

Neither past due nor impaired 310.20 258.62


Past due but not impaired
Past due 1–180 days 3.56 187.87
Past due 181–365 days 59.77 31.94
Past due 1 to 2 years 10.77 17.49
More than 2 years 3.04 10.38
Total 387.34 506.30

172
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

Expected credit loss assessment for customers as at 31 March 2021

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 :

Particulars 31 March 2021 31 March 2020

Revenue as per Contract price 89.02 75.87


Less: Discounts and incentives 18.29 13.15
Revenue as per statement of profit and loss 107.31 89.02

Cash and cash equivalents

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.

iii. Liquidity risk

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.

Exposure to liquidity 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

Contractual cash flows


31 March 2021 1 year or More than
Total 1-2 years 2-5 years
less 5 years

Non-derivative financial liabilities


Borrowings 6,761.10 1,968.17 1,241.48 2,523.90 1,027.55
Other non-current financial liabilities 52.76 - 52.76 - -
Trade payables 699.03 699.03 - - -
Lease Liability 161.46 59.75 48.02 45.05 8.64
Other current financial liabilities 678.00 678.00 - - -

173
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

Exposure to liquidity risk (Contd..)

Contractual cash flows


As at 31 March 2020 1 year or More than
Total 1-2 years 2-5 years
less 5 years

Non-derivative financial liabilities


Borrowings* 5,350.00 1,797.69 1,213.41 1,812.20 526.70
Other non-current financial liabilities 52.76 - 52.76 - -
Trade payables 785.96 785.96 - - -
Lease Liability 57.96 19.50 15.73 20.08 2.65
Other current financial liabilities 645.96 645.96 - - -
*No repayment schedule has been specified for Inter Corporate Deposits, hence not included above

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
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.

Exposure to currency risk

The summary quantitative data about the Company's exposure to currency risk as reported to the management of the
Company is as follows:

31 March 2021 31 March 2020


Particulars
EUR USD EUR USD

Accounts Payable 1.94 35.51 2.61 1.69


Net exposure 1.94 35.51 2.61 1.69

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

Effect in J Crores

31 March 2021 Strengthening Weakening

EUR (0.19) 0.19


USD (3.55) 3.55

Effect in K Crores

31 March 2020 Strengthening Weakening

EUR (0.26) 0.26


USD (0.17) 0.17


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.

31 March 2021 31 March 2020


Particulars Total Floating rate Fixed rate Total Floating rate Fixed rate
Borrowings borrowing borrowing Borrowings borrowing borrowing

Borrowings 5,545.97 3,017.32 2,528.65 4,463.27 1,202.11 3,261.16


Total 5,545.97 3,017.32 2,528.65 4,463.27 1,202.11 3,261.16

Sensitivity analysis
Interest rate sensitivity for floating rate borrowings (impact of increase in 100 bps)

Particulars 31 March 2021 31 March 2020

Impact in profit before tax (21.91) (6.40)

Interest rate sensitivity for floating rate borrowings (impact of decrease in 100 bps)

Particulars 31 March 2021 31 March 2020

Impact in profit before tax 21.91 6.40

45. Netting off disclosure

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.

175
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

46. Capital management

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.

The Company’s adjusted net debt to equity ratio is as follows.

As at As at
Particulars
31 March 2021 31 March 2020

Total borrowings along with accrued interest 5,545.97 4,463.27


Less : Cash and bank balances & Current Investments (752.82) (510.86)
Adjusted net debt 4,793.15 3,952.41
Equity 315.09 242.36
Other equity 7,057.25 5,036.88
Total equity 7,372.34 5,279.24

Adjusted net debt to equity ratio 0.65 0.75

47. Segment Reporting


A. General Information

For management purposes, the Company is organised into business units based on its products and has two reportable
segments, as follows:

• Segment-1 Cement Division

• Segment-2 Concrete Division

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

B. Information about reportable segments

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

Finance cost (516.91) (419.21)


Other income 83.41 36.70
Profit before tax 99.49 386.75
Tax expenses (76.71) (137.50)
Profit after tax 22.78 249.25

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.

177
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

48. Contingent Liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Contingent Liabilities not provided for in respect of:


i. Claims against the Company not acknowledged as debts: -

a. Disputed demands in respect of Sales Tax/VAT/GST by various tax 56.32 61.82


authorities
b. Disputed demand in respect of Entry Tax by various tax authorities 34.25 38.47
c. Disputed demand in respect of Excise Duty* 29.81 27.81
d. Disputed demand in respect of Service Tax 3.32 2.74
e. Stamp Duty paid under protest for change of name from GKW to LRCL 1.80 1.80
f. Disputed demands in respect of Custom duties 14.44 14.44
g. In respect of Income Tax 325.56 315.18
h. Other claims 24.87 23.88
Against these, payments under protest/adjustments made by the Company 132.53 134.88
* The Supreme Court in its judgement dated November 27, 2019 in case of Civil appeal no.10193 of 2017 Commissioner of central Excise Vs M/s
Madras Cements Ltd. along with the Company, dismissed the appeal filed by the Commissioner of Central Excise. Accordingly, the Company is now
entitled to concession rate of excise duty for sales made to Institutional consumer or industrial consumer. The Company believes that identical
matters amount to H 158.93 Cr pending before various forums are squarely covered by the aforesaid judgment of the Hon’ble Supreme Court and
treated as remote.

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 with​a complaint filed by the Builders Association of ​India against leading cement companies
(including​the Company) for alleged violation of certain provisions​of the Competition Act, 2002. The Company filed​
an appeal before the Competition Appellate Tribunal (COMPAT) for setting aside the​said Order of CCI. The COMPAT
granted stay on​levying the penalty imposed on the Company by​CCI against deposit of 10% of the penalty amount.​In
December 2015, the COMPAT finally set aside​the said Order of CCI and remanded back to CCI​for 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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

48. Contingent Liabilities (Contd..)


COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017, who vide
its judgment dated July 25, 2018, dismissed the Company’s appeal and upheld the CCI’s order. Against the above
judgment of NCLAT, the Company appealed before the Hon’ble Supreme Court, which by its order dated October 5,
2018 had admitted the appeal of the Company and directed that the interim order passed by the tribunal in this case
will continue in the meantime. Based on the reimbursable rights available with the Company backed by legal opinion,
no provision is considered necessary.

iv.

As at As at
Particulars
31 March 2021 31 March 2020

For bank guarantee 112.03 66.63


For Letter of Credit 79.87 90.17

49. Capital and other commitments

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

Principal 173.28 65.16


Interest on above - -

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.

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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

51. Business combination

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

52. Disclosures required by Indian Accounting Standard (Ind AS) 37 - Provisions

Site Restoration Dealer discount Indirect taxes and Provision for


Total
expense provisions litigations contractors’ charges
Particulars
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020

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.

i. Site Restoration expense

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.

ii. Dealer discount provisions

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

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

iii. Indirect taxes and legal cases

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.

iv. Provision for contractor charges

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.

181
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

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"").

182
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Standalone Financial Statements


(All amounts are in H crore, unless otherwise stated)

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:

Particulars 31 March 2021 31 March 2020

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

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

183
NUVOCO
VISTAS
CORP. LTD.

CONSOLIDATED
FINANCIALS
STATEMENTS
Consolidated Financials Statements 185
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Independent Auditor’s Report


To the Members of Nuvoco Vistas Corporation Limited

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.

185
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.

5. Verified any reversal/ utilisation of discounts and rebates


during the year and analysed the rationale for the same.

6. Verified the ageing for the discount payables under the


schemes outstanding at the year end.

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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.

6. Verified whether the disclosures in respect of the


transaction is in accordance with Ind AS 103- ‘Business
Combinations’.
4 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, 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.

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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.

4. Validated the assessment carried out by the Management


to determine whether these should be accounted for
entirely as debt or equity or split into an equity component
and a debt component in light of the economic substance
and legitimate corporate objectives.

5. Verified whether the presentation and disclosures in


respect of the transaction is in accordance with Ind AS
107 “Financial Instruments: Disclosures” and Ind AS 32.
5 Ready Mix Goodwill annual impairment assessment: Our key audit procedures, in respect of this matter are
described below:
The Group carries goodwill related to Ready Mix
Cash Generating Unit (‘RMX’ CGU) in its consolidated 1. Obtained an understanding from the management with
balance sheet as at March 31, 2021. (Refer Note 4 of respect to process and controls followed by the Group to
the consolidated financial statements). perform annual impairment test related to goodwill.

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.

6. Compared the recoverable amount as determined by the


management with the carrying amount of the RMX CGU
(including goodwill) to evaluate impairment if any.

7. Assessed and validated the adequacy and appropriateness


of the disclosures made by the management is in
accordance with Ind AS 36.

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.

188
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”.

g. With respect to the other matters to be included in


the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014, in For MSKA & Associates
our opinion and to the best of our information and Chartered Accountants
according to the explanations given to us: ICAI Firm Registration No. 105047W

i. The consolidated financial statements disclose


the impact of pending litigations on the Siddharth Iyer
consolidated financial position of the Group and Partner
its Joint venture – Refer Note 49 and 58 to the Place: Mumbai Membership No. 116084
consolidated financial statements. Date: May 21, 2021 UDIN: 21116084AAAABG5320

190
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON EVEN


DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF NUVOCO
VISTAS CORPORATION LIMITED

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

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN


DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF NUVOCO
VISTAS CORPORATION LIMITED
[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report
of even date to the Members of Nuvoco Vistas Corporation Limited on the consolidated Financial Statements for the year ended
March 31, 2021]

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.

Meaning of Internal Financial Controls With


Auditor’s Responsibility Reference to Consolidated Financial Statements
Our responsibility is to express an opinion on the internal A company's internal financial control with reference to
financial controls with reference to consolidated financial consolidated financial statements is a process designed

192
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

to provide reasonable assurance regarding the reliability Opinion


of financial reporting and the preparation of consolidated
financial statements for external purposes in accordance In our opinion, and to the best of our information and according
with generally accepted accounting principles. A company's to the explanations given to us, the Holding Company and its
internal financial control with reference to consolidated subsidiary company which are companies incorporated in
financial statements includes those policies and procedures India, have, in all material respects, internal financial controls
that (1) pertain to the maintenance of records that, with reference to consolidated financial statements and such
in reasonable detail, accurately and fairly reflect the internal financial controls with reference to consolidated
transactions and dispositions of the assets of the company; financial statements were operating effectively as at March
(2) provide reasonable assurance that transactions are 31, 2021, based on the internal control with reference to
recorded as necessary to permit preparation of consolidated consolidated financial statements criteria established by the
financial statements in accordance with generally accepted respective companies considering the essential components of
accounting principles, and that receipts and expenditures internal control stated in the Guidance Note issued by the ICAI.
of the company are being made only in accordance with
authorizations of management and directors of the Other Matters
company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, Our aforesaid reports under Section 143(3)(i) of the Act on the
use, or disposition of the company's assets that could have adequacy and operating effectiveness of the internal financial
a material effect on the consolidated financial statements. controls with reference to consolidated financial statements
insofar as it relates to one joint venture incorporated in
India whose financial statements are unaudited and hence,
Inherent Limitations of Internal Financial
we are unable to comment on the adequacy and operative
Controls With Reference to Consolidated Financial
effectiveness of the internal financial controls in respect of this
Statements
joint venture. In our opinion and according to the information
Because of the inherent limitations of internal financial and explanations given to us by the Management, the said
controls with reference to consolidated financial statements, joint venture is not material to the Group.
including the possibility of collusion or improper management
override of controls, material misstatements due to error or
For MSKA & Associates
fraud may occur and not be detected. Also, projections of any
Chartered Accountants
evaluation of the internal financial controls with reference
ICAI Firm Registration No. 105047W
to consolidated financial statements to future periods are
subject to the risk that the internal financial control with
reference to consolidated financial statements may become Siddharth Iyer
inadequate because of changes in conditions, or that the Partner
degree of compliance with the policies or procedures may Place: Mumbai Membership No. 116084
deteriorate. Date: May 21, 2021 UDIN: 21116084AAAABG5320

193
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Consolidated Balance Sheet


as at 31 March 2021
(All amounts are in H crore, unless otherwise stated)

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

Consolidated Statement of Profit and Loss


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

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

Profit before tax 36.50 386.75


Tax expenses: 39
1. Current tax 46.47 89.62
2. Deferred tax 27.29 47.65
3. Tax expense relating to earlier years (11.31) 0.23
Total tax expense 62.45 137.50

(Loss)/ Profit for the year (25.95) 249.25

OTHER COMPREHENSIVE INCOME (OCI)


Items that will not be reclassified to profit or loss
i. Remeasurements gains/(losses) of post-employment benefit obligation 4.58 (4.67)
ii. Income tax related to above (1.65) 1.64
2.93 (3.03)

Other comprehensive income/ (loss) for the year 2.93 (3.03)

Total comprehensive (loss)/ Income for the year (23.02) 246.22

Earnings per equity share (Face value of H 10 each) 38


1. Basic (H) (0.82) 10.28
2. Diluted (H) (0.82) 10.28

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

195
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Consolidated Statement of Cash Flows


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Particulars 2020-21 2019-20

(A) CASH FLOW FROM OPERATING ACTIVITIES


Profit before tax 36.53 386.75
Adjustments for:
Depreciation and Amortisation Expense 793.80 527.88
Net gain on foreign currency transaction and translation (2.84) (0.51)
Provision for bad/doubtful debts and advances 17.74 13.13
Provision for indirect taxes and litigations 16.08 14.61
Provision/liabilities no longer required, written back (47.49) (6.29)
Net (gain)/loss on sale of Property, Plant & Equipment and Right of use assets (6.33) 3.40
Gain on sale of current investments (6.73) (19.90)
Fair value gain on financial instruments at fair value through profit or loss (0.16) -
Profit on sale of Investment property (0.21) -
Interest income on bank deposits (9.44) (2.81)
Interest income on others (2.81) (8.25)
Finance costs 664.04 419.21
Operating profit before working capital adjustments 1,452.18 1,327.22

Adjustments for working capital :


Decrease/ (Increase) in Inventories 136.92 (18.35)
Decrease/ (Increase) in trade and other receivables 30.48 (19.59)
Decrease/ (Increase) in loans and advances and other non current/current assets 81.29 (52.01)
(Decrease)/ Increase in trade /other payables, provisions and other liability 55.73 (109.00)
1,756.60 1,128.27
Income tax paid (net of refund) (39.26) (100.24)
NET CASH FLOW FROM OPERATING ACTIVITIES 1,717.34 1,028.03

(B) CASH FLOW FROM INVESTING ACTIVITIES


Payment for purchase and construction of property, plant and equipment (551.66) (569.48)
Proceeds from disposal of Property, plant and equipment and Investment 4.40 -
property
(Investment in)/ Proceeds from fixed deposit (net) 261.19 (230.00)
Investment in subsidiary (2,271.23) -
Purchase of current investments (4,249.51) (4,337.51)
Proceeds from sale of current investments 3,869.63 4,813.00
Loans/advances given during the year (1.52) (0.75)
Interest received 14.60 11.35
NET CASH FLOW USED IN INVESTING ACTIVITIES (2,924.10) (313.39)

(C) CASH FLOW FROM FINANCING ACTIVITIES


Share/Compulsorily Convertible Debenture (CCD) issue expenses (49.73) (0.88)
Repayment of long term borrowings (5,319.97) (1,250.00)
Proceeds from long term borrowings 5,328.80 1,030.00
Proceeds from Issue of equity shares 1,600.00 -
Proceeds from Issue of compulsory convertible debentures 500.00 -
Fund receipt on account of business combination - 39.91
Proceeds from Short term borrowing (Net) 74.36 -
Repayment of lease liabilities (Refer note 41) (63.21) (20.12)
Interest paid (650.55) (357.96)
NET CASH FLOW FROM / (USED IN) FINANCING ACTIVITIES 1,419.70 (559.05)
Net Increase in cash and cash equivalents (A+B+C) 212.94 155.59

196
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows


for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Particulars 2020-21 2019-20

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

Cash and Bank Balances as per Balance Sheet


Bank balances (including bank deposits) 491.04 253.71
Cheques/drafts on hand 2.02 0.07
Cash on hand 0.04 0.08
Cash and cash equivalents at the end of the year 493.10 253.86

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:

Particulars 2020-21 2019-20

Opening balance 4,463.27 4,625.90


Non Cash movement
- Adjustment on account of business combination 3,092.08 -
- Accrual of interest 594.80 398.36
Cash movement
- Further Borrowings 5,403.16 1,030.00
- Principal repayment (5,319.97) (1,250.00)
- Interest payment (591.33) (340.99)
Closing balance 7,642.01 4,463.27

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

197
198
Consolidated Statement of Changes in Equity
for the year ended 31 March 2021
(All amounts are in H crore, unless otherwise stated)

Equity Share Capital

31 March 2021 2019-20 2019-20


Particulars
No. of Shares Amount No. of Shares Amount

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

Reserves and Surplus#


Equity
Statutory Equity
Capital component
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Capital Capital Debenture Reserve share


Particulars Capital reserve Securities Amalgamation General Retained of compound Total
reserve on redemption redemption Under pending
reserve on premium Reserve reserve earnings financial
amalgamation reserve reserve Section 45IC allotment
merger instrument
of RBI Act

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)

Other equity (Contd..)

Reserves and Surplus#


Equity
Statutory Equity
Capital component
Capital Capital Debenture Reserve share
Particulars Capital reserve Securities Amalgamation General Retained of compound Total
reserve on redemption redemption Under pending
reserve on premium Reserve reserve earnings financial
amalgamation reserve reserve Section 45IC allotment
merger instrument
of RBI Act

Transfer to retained earning from - - - - (262.61) - - - 262.61 - - -


Debenture redemption reserve*
Premium on Issue of right shares - - - 1,527.27 - - - - - - - 1,527.27
Share/CCD issue expenses (net of - - - (32.51) - - - - - - - - (32.51)
tax)**
Issue of Compulsorily and - - - - - - - - - 499.97 499.97
mandatorily convertible debentures
(CCD) (Refer note 59)
Balance at 31 March 2021 37.33 (1,053.75) 878.19 3,691.38 23.33 - 2.53 90.00 0.01 2,839.60 - 499.97 7,008.59

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

Redemption Reserve w.e.f. 16th August 2019


** Share/CCD issue expense is related to issue of Compulsory Convertible Debentures, right shares issued in financial year 2020-21 and stamp duty charge on new equity shares on business
combination in financial year 2019-20
#
Refer note 18 for description of the nature and purpose of each reserve within other equity

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

For MSKA & Associates CIN: U26940MH1999PLC118229


STATUTORY REPORTS

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


FINANCIAL STATEMENTS

199
Date : 21 May 2021 Date : 21 May 2021
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


1A. Company Information elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the
Nuvoco Vistas Corporation Limited (“the Company”) is a subsidiary and ceases when the Group loses control
limited company domiciled and headquartered in India and of the subsidiary. Assets, liabilities, income and
incorporated under the provisions of the Companies Act, expenses of a subsidiary acquired or disposed of
1956. The registered office is located at Equinox Business during the year are included in the consolidated
Park, Tower-3, 4th Floor, LBS Marg, Off BKC, Kurla (West), financial statements from the date the Group gains
Mumbai – 400070. control until the date the Group ceases to control
the subsidiary.
On July 14, 2020, Company acquired 100% of equity shares
of Emami Cement Limited (subsequently renamed to NU If the Group loses control over a subsidiary, it
Vista Limited (“NVL”) from Emami Group). The Company and derecognises the related assets (including goodwill),
its subsidiary (collectively, the Group) is principally engaged liabilities, non-controlling interest and other
in the business of manufacturing and sale of Cement components of equity, while any resultant gain or
and Ready Mix along with trading and manufacturing of loss is recognised in profit or loss. Any investment
Aggregates. The Group caters mainly to the domestic market. retained is recognised at fair value.

The financial information of the Company and its


1B. Summary of significant accounting policies
subsidiary is combined on a line-by-line basis by
a) Basis of preparation adding together like items of assets, liabilities,
equity, incomes, expenses and cash flows, after
The consolidated financial statements of the
fully eliminating intra-group balances and intra-
Company, its subsidiary and its jointly venture have
group transactions. Profits or losses resulting from
been prepared in accordance with Indian Accounting
intra-group transactions are eliminated in full. When
Standards (Ind AS) as per the Companies (Indian
necessary, adjustments are made to the financial
Accounting Standards) Rules, 2015 notified under
statements of subsidiaries to bring their accounting
Section 133 of the Companies Act, 2013 (the Act)
policies in line with the Group’s accounting policies.
and other relevant provisions of the Act.
The list of companies which are included in
b) Principles of Consolidation
consolidation and the company’s holdings therein
The Consolidated Financial Statement comprises the are as under:
financial statements of the Company, its subsidiary
and its joint venture. Control is achieved when the Percentage Holding
Name of the Company
Group is exposed, or has rights, to variable returns March 31, 2021
from its involvement with the investee and has the
a) Subsidiary Company
ability to affect those returns through its power over
1) NU Vista Limited 100.00%
the investee. Specifically, the Group controls an
b) Joint Venture
investee if, and only if, the Group has: 1) Wardha Vaalley 19.14%
Coal Field Private
• Power over the investee (i.e., existing rights that
Limited
give it the current ability to direct the relevant
activities of the investee)
The above companies are incorporated in India
• Exposure, or rights, to variable returns from its and financial statements are drawn up to the same
involvement with the investee reporting date as that of the Company i.e. March 31,
2021.
• The ability to use its power over the investee to
affect its returns c) Property, plant and equipment (PPE)

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

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


condition for its intended use, less accumulated Depreciation methods, estimated useful lives and
depreciation (other than freehold land) and residual value
impairment loss, if any.
Depreciation (other than on mining land) is calculated
Subsequent costs are included in the asset’s on a straight-line basis to allocate the cost of assets,
carrying amount or recognised as a separate asset, net of their residual values, over their estimated
as appropriate, only when it is probable that future useful lives. Components having value significant
economic benefits associated with the item will to the total cost of the asset and life different from
flow to the Group and the cost of the item can be that of the main asset are depreciated over its useful
measured reliably. life. The useful lives have been determined based on
technical evaluation which are higher than those
An item of spare parts that meets the definition of specified by Schedule II to the Companies Act; 2013,
‘PPE’ is recognised as “PPE”. The depreciation on in order to reflect the actual usage of the assets. The
such an item of spare part will begin when the asset useful lives so determined are as follows:
is available for use i.e. when it is in the location and
condition necessary for it to be capable of operating
Useful life (in years)/
in the manner intended by management. In case of Asset Type
Basis of amortisation
a spare part, as it may be readily available for use,
it may be depreciated from the date of purchase of Buildings and roads 1 to 60
the spare part. Plant and machinery 1 to 50
Railway sidings and 30
All other repairs and maintenance are charged to locomotives
the statement of profit and loss during the reporting Office equipment 1 to 20
period in which they are incurred. Vehicles 5 to 10
Furniture and fixtures 1 to 15
Capital work in progress (‘CWIP’) is stated at cost, Mining land Amortised on the unit
net of accumulated impairment losses, if any. All of production method
the direct expenditure related to implementation based on extraction of
including incidental expenditure incurred during limestone from mines
the period of implementation of a project, till it
is commissioned, is accounted as CWIP and after
Cost of mineral reserve embedded in the cost of
commissioning the same is transferred / allocated
freehold mining land is depreciated in proportion
to the respective item of property, plant and
of actual quantity of minerals extracted to the
equipment.
estimated quantity of extractable mineral reserves.
Pre-operating costs, being indirect in nature, are
Depreciation on items of property, plant and
expensed to the statement of profit and loss as and
equipment acquired / disposed off during the
when incurred.
period is provided on pro-rata basis with reference
The present value of the expected cost for the to the date of addition / disposal.
decommissioning of an asset after its use is included
Residual values, useful life of assets and methods of
in the cost of the respective asset if the recognition
depreciation of property, plant and equipment are
criteria for a provision are met.
reviewed at the end of each financial period.
Property, plant and equipment are eliminated from
d) Investment property
financial statement, either on disposal or when
retired from active use. Gains or losses arising in the A property that is held for long term rental yields
case of retirement of property, plant and equipment or for capital appreciation or both is classified as
are recognised in the statement of profit and loss in “Investment properties”.
the period of occurrence.

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Notes to Consolidated Financial Statements


Investment properties are measured initially at cost, The useful lives of intangible assets are assessed
including transaction costs. Subsequent to initial as either finite or indefinite. The useful lives so
recognition, investment properties are stated at cost determined are as follows:
less accumulated depreciation and accumulated
impairment loss, if any. Useful life/ Basis of
Asset Type
amortisation
The Group, based on management estimate,
depreciates the building over estimated useful lives Mining Rights Amortised on the unit
which are different from the useful life prescribed of production method
in Schedule II to the Companies Act, 2013. The based on extraction of
management believes that these estimated useful limestone from mines
lives are realistic and reflect fair approximation of the but restricted upto
period over which the assets are likely to be used. the lease period (in
case of Leasehold and
The Group depreciates building component of Freehold Land)
investment property over 30 years from the date of Supplier agreement (Finite) Upto the
original purchase. validity of the
Contract
Investment properties are derecognised either
Trademark (Finite) 10 years
when they have been disposed of or when they are
Software (Finite) 4 to 15 years
permanently withdrawn from use and no future
economic benefit is expected from their disposal.
The amortisation period and the amortisation
The difference between the net disposal proceeds
method for an intangible asset with a finite useful
and the carrying amount of the asset is recognised
life are reviewed at least at the end of each reporting
in profit or loss in the period of derecognition.
period.
e) Intangible Assets
Intangible assets with indefinite useful lives are not
Intangible assets are recognised when it is amortised, but are tested for impairment annually,
probable that the future economic benefits that are either individually or at the cash-generating unit
attributable to the assets will flow to the Group and level. The assessment of indefinite life is reviewed
the cost of the asset can be measured reliably. annually and change if any in useful life from
indefinite to finite is made on a prospective basis.
Intangible assets acquired separately are measured
at cost on initial recognition. The cost of intangible f) Impairment of non-financial assets
assets acquired in a business combination is their
The Group assesses, at each reporting date, whether
fair value at the date of acquisition. Following initial
there is an indication that an asset may be impaired.
recognition, intangible assets are carried at cost less
If any indication exists, or when annual impairment
any accumulated amortisation and accumulated
testing for an asset is required, the Group estimates
impairment losses, if any.
the asset’s recoverable amount. An asset’s
Internally generated intangibles, excluding capitalised recoverable amount is the higher of an asset’s or
development costs, are not capitalised and the cash-generating unit’s (CGU) fair value less costs of
related expenditure is reflected in profit and loss in disposal and its value in use. Recoverable amount
the period in which the expenditure is incurred. is determined for an individual asset, unless the
asset does not generate cash inflows that are largely
Amortisation methods, estimated useful lives and independent of those from other assets or groups
residual value of assets. When the carrying amount of an asset
or CGU exceeds its recoverable amount, the asset
Intangible assets are amortised on a straight line
is considered impaired and is written down to its
basis over their estimated useful lives based on
recoverable amount.
underlying contracts where applicable, except for
mining rights

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


In assessing value in use, the estimated future cash The Group at the commencement of the lease
flows are discounted to their present value using a contract recognizes a Right-of-Use (RoU) asset at cost
pre-tax discount rate that reflects current market and corresponding lease liability, except for leases
assessments of the time value of money and the with a term of twelve months or less (short-term
risks specific to the asset. In determining fair value leases) and leases for which the underlying asset is
less costs of disposal, recent market transactions of low value (low-value leases). For these short-term
are taken into account. If no such transactions can and low-value leases, the Group recognizes the lease
be identified, an appropriate valuation model is payments as an operating expense on a straight-line
used. basis over the term of the lease.

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.

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Notes to Consolidated Financial Statements


The portion of the lease payments attributable to the Where assets are measured at fair value, gains
repayment of lease liabilities is recognized in cash and losses are either recognized in the statement
flows used in financing activities. Also, the portion of profit and loss (i.e. fair value through profit and
attributable to the payment of interest is included in loss) (FVTPL), or recognized in other comprehensive
cash flows from financing activities. Further, Short- income (i.e. fair value through other comprehensive
term lease payments, payments for leases for which income) (FVTOCI)
the underlying asset is of low-value and variable
lease payments not included in the measurement Financial asset at amortised cost
of the lease liability is included in cash flows from
A financial asset is measured at amortised cost if
operating activities.
following two conditions are met:
The Group as a lessor:
1. The asset is held within a business model
In arrangements where the Group is the lessor, it whose objective is to hold assets for collecting
determines at lease inception whether the lease is contractual cash flows, and
a finance lease or an operating lease. Leases that
2. The contractual terms of the asset give rise
transfer substantially all of the risk and rewards
on specified dates to cash flows that are solely
incidental to ownership of the underlying asset
payments of principal and interest (SPPI) on
to the counterparty (the lessee) are accounted
the principal amount outstanding.
for as finance leases. Leases that do not transfer
substantially all of the risks and rewards of After initial measurement, such financial assets are
ownership are accounted for as operating leases. subsequently measured at amortised cost using the
Lease payments received under operating leases are effective interest rate (EIR) method. Amortised cost
recognized as income in the statement of profit and is calculated by taking into account any discount or
loss on a straight-line basis over the lease term or premium on acquisition and fees or costs that are an
another systematic basis. The Group applies another integral part of the EIR.
systematic basis if that basis is more representative
of the pattern in which benefit from the use of the The EIR amortisation is included in finance income
underlying asset is diminished. in the profit or loss. The losses arising from
impairment are recognised in the profit or loss.
h) Financial instruments This category generally applies to trade and other
receivables.
A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial Financial assets at fair value
liability or equity instrument of another entity.
Debt instruments
A. Financial assets
A debt instrument is classified as at FVTOCI if
Initial recognition and measurement following two conditions are met:

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

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


All other investment in debt instruments not a) the Group has transferred substantially all
measured at amortised cost or at FVTOCI as the risks and rewards of the asset, or
described above is measured at fair value through
profit and loss. Upon derecognition, the cumulative b) the Group has neither transferred nor
fair value change recognized in OCI is recycled to retained substantially all the risks and
profit or loss. rewards of the asset, but has transferred
control of the asset.
Equity investments
When the Group has transferred its rights to
All equity investments in scope of Ind AS 109 are receive cash flows from an asset or has entered
measured at fair value. Equity instruments which into a pass-through arrangement, it evaluates
are held for trading and contingent consideration, if and to what extent it has retained the risks
recognised by an acquirer in a business combination and rewards of ownership. When it has neither
to which Ind AS 103 applies are classified as at fair transferred nor retained substantially all of the
value through profit or loss. For all other equity risks and rewards of the asset, nor transferred
instruments, the Group may make an irrevocable control of the asset, the Group continues to
election to present in other comprehensive income recognise the transferred asset to the extent
subsequent changes in the fair value. The Group of the Group’s continuing involvement. In that
makes such election on an instrument by instrument case, the Group also recognises an associated
basis. The classification is made on initial recognition liability. The transferred asset and the associated
and is irrevocable. liability are measured on a basis that reflects
the rights and obligations that the Group has
If the Group decides to classify an equity instrument retained.
as at fair value through other comprehensive income,
then all fair value changes on the instrument, Impairment of financial assets
excluding dividends, are recognized in the OCI.
There is no recycling of the amounts from OCI to The Group assesses impairment based on expected
Profit and loss, even on sale of investment. However, credit loss (ECL) model to the following:
the Group may transfer the cumulative gain or loss
1. Financial assets measured at amortised cost;
within equity.
2. Debt Financial instruments measured at fair
Equity instruments included within the fair value
value through other comprehensive income
through profit or loss category are measured at fair
(FVTOCI);
value with all changes recognised in the statement
of profit and loss. Expected credit losses are measured through a loss
allowance at an amount equal to:
Derecognition
1. The 12-months expected credit losses (expected
A financial asset (or, where applicable, a part of a
credit losses that result from those default
financial asset or part of a group of similar financial
events on the financial instrument that are
assets) is primarily derecognised (i.e. removed from
possible within 12 months after the reporting
the Group’s statement of financial position) when:
date); or
1. The rights to receive cash flows from the asset
2. Full life time expected credit losses (expected
have expired, or
credit losses that result from all possible default
2. The Group has transferred its rights to receive events over the life of the financial instrument).
cash flows from the asset or has assumed an
The Group follows ‘simplified approach’ for
obligation to pay the received cash flows in full
recognition of impairment loss allowance on trade
without material delay to a third party under a
receivables.
‘pass-through’ arrangement; and either

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Notes to Consolidated Financial Statements


Under the simplified approach, the Group does not would meet the definition of a derivative (as
track changes in credit risk. Rather, it recognises defined above); and
impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition. • the hybrid contract is not measured at fair value
through profit or loss.
The Group uses a provision matrix to determine
impairment loss allowance on the portfolio of trade Embedded derivatives are measured at fair value
receivables. The provision matrix is based on its with changes in fair value recognised in profit or
historically observed default rates over the expected loss. Reassessment only occurs if there is either a
life of the trade receivable and is adjusted for change in the terms of the contract that significantly
forward looking estimates. At every reporting date, modifies the cash flows that would otherwise be
the historical observed default rates are updated required or a reclassification of a financial asset out
and changes in the forward-looking estimates are of the fair value through profit or loss category
analysed.
Financial assets are classified in their entirety based
For recognition of impairment loss on other financial on the business model and SPPI assessments as
assets and risk exposure, the Group determines outlined in A. above.
that whether there has been a significant increase
C. Financial liabilities
in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month ECL Initial recognition and measurement
is used to provide for impairment loss. However, if
All financial liabilities are recognised initially at fair
credit risk has increased significantly, lifetime ECL
value and, in the case of loans and borrowings and
is used. If, in a subsequent period, credit quality of
payables, net of directly attributable transaction
the instrument improves such that there is no longer
costs.
a significant increase in credit risk since initial
recognition, then the entity reverts to recognising The Group’s financial liabilities include trade and
impairment loss allowance based on 12-month ECL. other payables, loans and borrowings.

B. Embedded derivatives Subsequent measurement

An embedded derivative is a component of a hybrid The measurement of financial liabilities depends on


instrument that also includes a non-derivative host their classification, as described below:
contract with the effect that some of the cash flows
of the combined instrument vary in a way similar 1. Financial liabilities at fair value through profit or
to a stand-alone derivative. An embedded derivative loss
causes some or all of the cash flows that otherwise
2. Loans and borrowings measured at amortised
would be required by the contract to be modified
cost
according to a specified interest rate, financial
instrument price, commodity price, foreign exchange Financial liabilities at fair value through profit or
rate, index of prices or rates, credit rating or credit loss
index, or other variable, provided that, in the case of
a non-financial variable, it is not specific to a party Financial liabilities at fair value through profit or
to the contract. loss include financial liabilities held for trading
and financial liabilities designated upon initial
Derivatives embedded in financial liability or a recognition as at fair value through profit or loss.
non-financial host are separated from the host and Financial liabilities are classified as held for trading
accounted for as separate derivatives if: if they are incurred for the purpose of repurchasing
in the near term.
• the economic characteristics and risks are not
closely related to the host; a separate instrument Gains or losses on liabilities held for trading are
with the same terms as the embedded derivative recognised in the profit or loss.

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Notes to Consolidated Financial Statements


Financial liabilities are designated at fair value Derecognition
through profit or loss upon initial recognition
when one of the following criteria are met. Such A financial liability is derecognised when the
designation is determined on an instrument-by- obligation under the liability is discharged or
instrument basis: cancelled or expires. When an existing financial
liability is replaced by another from the same lender
• the designation eliminates, or significantly on substantially different terms, or the terms of
reduces, the inconsistent treatment that would an existing liability are substantially modified,
otherwise arise from measuring the assets or such an exchange or modification is treated as
liabilities or recognising gains or losses on them the derecognition of the original liability and the
on a different basis recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
Or statement of profit and loss.
• the liabilities are part of a group of financial D. Off-setting of financial instruments
liabilities, which are managed and their
performance evaluated on a fair value basis, Financial assets and financial liabilities are offset
in accordance with a documented risk and the net amount is reported in the balance sheet
management or investment strategy if there is a currently enforceable legal right to offset
the recognised amounts and there is an intention to
Or settle on a net basis, to realise the assets and settle
the liabilities simultaneously.
• the liabilities contain one or more embedded
derivatives, unless they do not significantly E. Derivative financial instruments and hedge
modify the cash flows that would otherwise be accounting
required by the contract, or it is clear with little
Initial recognition and subsequent measurement
or no analysis when a similar instrument is first
considered that separation of the embedded The Group uses derivative financial instruments,
derivative(s) is prohibited such as forward currency contracts to hedge its
foreign currency risks and interest rate risks,
Financial liabilities at fair value through profit or loss
respectively. Such derivative financial instruments
are recorded in the statement of financial position at
are initially recognised at fair value on the date on
fair value. Changes in fair value are recorded in profit
which a derivative contract is entered into and are
and loss with the exception of movements in fair
subsequently re-measured at fair value. Derivatives
value of liabilities designated at FVPL due to changes
are carried as financial assets when the fair value
in the Group’s own credit risk. Such changes in fair
is positive and as financial liabilities when the fair
value are recorded in the Own credit reserve through
value is negative.
OCI and do not get recycled to the profit or loss.
Any gains or losses arising from changes in the
Loans and borrowings measured at amortised cost
fair value of derivatives are taken directly to profit
After initial recognition, interest-bearing loans or loss, except for the effective portion of cash
and borrowings are subsequently measured at flow hedges, which is recognised in OCI and later
amortised cost using the EIR method. Gains and reclassified to profit or loss when the hedge item
losses are recognised in profit or loss when the affects profit or loss.
liabilities are derecognised as well as through the
For the purpose of hedge accounting, hedges are
EIR amortisation process.
classified as:
Amortised cost is calculated by taking into account
i. Fair value hedges when hedging the exposure to
any discount or premium on acquisition and fees
changes in the fair value of a recognised asset or
or costs that are an integral part of the EIR. The
liability or an unrecognised firm commitment.
EIR amortisation is included as finance costs in the
statement of profit and loss.

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Notes to Consolidated Financial Statements


ii. Cash flow hedges when hedging the exposure to If the hedging instrument expires or is sold,
variability in cash flows that is either attributable terminated or exercised without replacement or
to a particular risk associated with a recognised rollover (as part of the hedging strategy), or if its
asset or liability or a highly probable forecast designation as a hedge is revoked, or when the hedge
transaction or the foreign currency risk in an no longer meets the criteria for hedge accounting,
unrecognised firm commitment. any cumulative gain or loss previously recognised in
OCI remains separately in equity until the forecast
iii. Hedges of a net investment in a foreign operation. transaction occurs or the foreign currency firm
commitment is met.
At the inception of a hedge relationship, the
Group formally designates and documents the i) Compulsorily Convertible Debentures:
hedge relationship to which the Group wishes to
apply hedge accounting and the risk management Compulsorily Convertible Debentures are considered
objective and strategy for undertaking the hedge. to be compound financial instruments and are
The documentation includes the Group’s risk separated into liability and equity components based
management objective and strategy for undertaking on the substance of the contractual arrangements
hedge, the hedging/ economic relationship, the and the definitions of a financial liability and an
hedged item or transaction, the nature of the risk equity instrument. A conversion option that will
being hedged, hedge ratio and how the entity will be settled by the exchange of a fixed amount of
assess the effectiveness of changes in the hedging cash or another financial asset for a fixed number
instrument’s fair value in offsetting the exposure to of the Company’s own equity instruments is to be
changes in the hedged item’s fair value or cash flows accounted as an equity instrument.
attributable to the hedged risk. Such hedges are
expected to be highly effective in achieving offsetting The debt component, which corresponds to the
changes in fair value or cash flows and are assessed present value of the future interest payments,
on an ongoing basis to determine that they actually is deducted from the proceeds of the issue. The
have been highly effective throughout the financial debt component is included in financial liabilities.
reporting periods for which they were designated. This amount is measured at amortised cost (net
of transaction costs) until it is extinguished on
Cash flow hedges conversion or redemption.

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

Notes to Consolidated Financial Statements


attributable to the equity transaction. The portion - The identity of the reserves is preserved and the
allocated to the liability component is deducted from reserves of the transferor become the reserves
the liability component balance and is amortized of the transferee
over the life of the coupon payments using the
effective interest method. Business Combination not under common control:

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

Notes to Consolidated Financial Statements


from the combination, irrespective of whether other n) Cash dividend to equity holders of the Group
assets or liabilities of the acquiree are assigned to
those units. The Group recognises a liability to make cash
distributions to equity holders of the Group when the
l) Inventories distribution is authorised and the distribution is no
longer at the discretion of the respective Companies
Inventories are valued at the lower of cost and Net in the Group. As per the corporate laws in India, a
Realisable Value (NRV). distribution is authorised when it is approved by the
shareholders. A corresponding amount is recognised
Raw materials: cost includes cost of purchase and
directly in equity.
other costs incurred in bringing the inventories
to their present location and condition. Cost is o) Revenue Recognition
determined on weighted average basis.
Sale of goods:
Finished goods and work in progress: cost includes
Revenue is measured at the fair value of the
cost of direct materials and labour and a proportion
consideration received or receivable, on the basis
of manufacturing overheads based on the actual
of approved contracts for the transfer of goods or
level of production which approximates normal
services with the customer which the entity expects
operating capacity, but excluding borrowing costs.
to be entitled in exchange for those goods or
Stores, spares and other supplies: cost includes services. Revenue from sale of goods is recognized
cost of purchase and other costs incurred in at a point in time net of returns and allowances,
bringing the inventories to their present location related discounts, incentives and volume rebates
and condition. Cost is determined on weighted after the control over the goods sold are transferred
average basis. An item of stores and spares that to the customer which is generally on dispatch/
does not meet the definition of ‘property, plant and delivery of goods.
equipment’ is recognised as a part of inventories.
Returns, allowances, incentives, volume rebates,
Traded goods: cost includes cost of purchase and discounts etc. are estimated considering the terms
other costs incurred in bringing the inventories of various schemes with customers using expected
to their present location and condition. Cost is value method and revenue is only recognized to
determined on weighted average basis. the extent that it is highly probable that significant
reversal will not occur.
Net Realisable Value is the estimated selling price
in the ordinary course of business, less estimated Significant financing component - Generally, the
costs of completion and the estimated costs Group receives short-term advances from its
necessary to make the sale. customers. Using the practical expedient in Ind AS
115, the Group does not adjust the promised amount
m) Cash and cash equivalents of consideration for the effects of a significant
financing component if it expects, at contract
Cash and cash equivalent in the balance sheet
inception, that the period between the transfer of
comprise cash at banks and on hand and short-
the promised good or service to the customer and
term deposits with an original maturity of three
when the customer pays for that good or service will
months or less, which are subject to an insignificant
be one year or less.
risk of changes in value. For the purpose of the
statement of cash flows, cash and cash equivalents An entity collects Goods and Services Tax (“GST”)
consist of cash and short-term deposits, as defined on behalf of the government and not on its own
above, net of outstanding bank overdrafts as they account, therefore it is excluded from revenue.
are considered an integral part of the Group’s cash
management.

210
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


Interest income Current income tax assets and liabilities are
measured at the amount expected to be recovered
For all interest bearing financial assets interest from or paid to the taxation authorities, based on
income is recorded using the effective interest rate the rates and tax laws enacted or substantively
(EIR), which is the rate that exactly discounts the enacted, at the reporting date in the country where
estimated future cash receipts over the expected the entity operates and generates taxable income.
life of the financial instrument or a shorter period,
where appropriate, to the gross carrying amount of Current income tax relating to items recognized
the financial asset. Interest income is included in directly in equity is recognised in equity and not in
other income in the statement of profit and loss. the statement of profit and loss.

p) Government grants Management periodically evaluates positions


taken in the tax returns with respect to situations
Government grants are recognised where there is in which applicable tax regulations are subject to
reasonable assurance that the grant will be received interpretation and establishes provisions where
and all attached conditions will be complied with. All appropriate.
the grants related to an expense item are recognised
as income on a systematic basis over the periods Deferred Tax
that the related costs, for which it is intended to
compensate, are expensed. When grants relates Deferred tax is provided using the balance sheet
to an assets it is recognized as income in equal approach on temporary differences at the reporting
amounts over the expected useful life of the related date between the tax bases of assets and liabilities
asset. and their corresponding carrying amounts for the
financial reporting purposes at the reporting date.
q) Borrowing costs
Deferred tax liabilities are recognised for all taxable
Borrowing costs that are attributable to the temporary differences, except:
acquisition, construction or production of a
qualifying asset are capitalised as part of the cost a. When the deferred tax liability arises from the
of the asset till such time the asset is ready for its initial recognition of goodwill or an asset or
intended use or sale. A qualifying asset is an asset liability in a transaction that is not a business
that necessarily requires a substantial period of combination and, at the time of the transaction,
time (generally over twelve months) to get ready for affects neither the accounting profit nor taxable
its intended use or sale. profit or loss

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

Notes to Consolidated Financial Statements


• When the deferred tax asset relating to the pay normal income tax during the specified period,
deductible temporary difference arises from i.e., the period for which MAT credit is allowed to
the initial recognition of an asset or liability in be carried forward. The Group reviews the “MAT
a transaction that is not a business combination credit entitlement” asset at each reporting date and
and, at the time of the transaction, affects writes down the asset to the extent the Group does
neither the accounting profit nor taxable profit not have convincing evidence that it will pay normal
or loss income tax during the specified period.

• In respect of deductible temporary differences s) Employee benefits


associated with investments in subsidiaries,
associates and interests in joint arrangements, All employee benefits payable wholly within twelve
deferred tax assets are recognised only to the months of rendering services are classified as
extent that it is probable that the temporary short term employee benefits. Benefits such as
differences will reverse in the foreseeable future salaries, wages, short-term compensated absences,
and taxable profit will be available against which performance incentives etc., and the expected cost
the temporary differences can be utilised of bonus, ex-gratia are recognised during the period
in which the employee renders related service.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the Retirement benefit in the form of provident fund is
extent that it is no longer probable that sufficient a defined contribution scheme. The Group has no
taxable profit will be available to allow all or part of obligation, other than the contribution payable to the
the deferred tax asset to be utilised. Unrecognised provident fund. The Group recognizes contribution
deferred tax assets are re-assessed at each reporting payable to the provident fund scheme as an expense,
date and are recognised to the extent that it has when an employee renders the related service.
become probable that future taxable profits will
The Group operates a defined benefit gratuity plan
allow the deferred tax asset to be recovered.
in India, which requires contributions to be made to
Deferred tax assets and liabilities are measured at a separately administered fund. The Group also has
the tax rates that are expected to apply in the year additional death benefit scheme for specific set of
when the asset is realised or the liability is settled, employees. This death benefit scheme is unfunded.
based on tax rates (and tax laws) that have been
The cost of providing benefits under the defined
enacted or substantively enacted at the reporting
benefit plan is determined using the projected unit
date.
credit method. Re-measurements, comprising of
Deferred tax relating to items recognised outside actuarial gains and losses, the effect of the asset
profit and loss is recognised outside profit and loss ceiling, excluding amounts included in net interest
(either in other comprehensive income or in equity). on the net defined benefit liability and the return
Deferred tax items are recognised in correlation on plan assets (excluding amounts included in net
to the underlying transaction either in other interest on the net defined benefit liability), are
comprehensive income or directly in equity. recognised immediately in the balance sheet with a
corresponding debit or credit to retained earnings
Deferred tax assets and deferred tax liabilities are through other comprehensive income in the period
offset if a legally enforceable right exists to set off in which they occur. Re-measurements are not
current tax assets against current tax liabilities and reclassified to profit or loss in subsequent periods.
the deferred taxes relate to the same taxable entity
and the same taxation authority. Past service costs are recognised in profit or loss on
the earlier of:
Minimum alternate tax (MAT) paid in a period
is charged to the Statement of Profit and Loss • The date of the plan amendment or curtailment,
as current tax. The Group recognizes MAT credit and
available as a deferred tax asset only to the extent
• The date that the Group recognises related
that there is convincing evidence that the Group will
restructuring costs

212
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


Net interest is calculated by applying the discount Non-monetary items that are measured in terms of
rate to the net defined benefit liability or asset. historical cost in a foreign currency are translated
The Group recognises the following changes in the using the exchange rates at the dates of the initial
net defined benefit obligation as an expense in the transaction.
statement of profit and loss:
u) Provisions, Contingent liabilities, Contingent
• Service costs comprising current service assets and Commitments:
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result
• Net interest expense or income of a past event, it is probable that an outflow of
resources embodying economic benefits will be
Other Long-term employee benefits required to settle the obligation and a reliable
estimate can be made of the amount of the
Other long term employee benefits are recognised
obligation.
as an expense in the statement of profit and loss
for the period in which the employee has rendered When the Group expects some or all of a provision
services. The expenses are recognised at the to be reimbursed, for example, under an insurance
present value of the amount payable determined contract, the reimbursement is recognised as a
using actuarial valuation technique. Actuarial gains separate asset, but only when the reimbursement is
and loss in respect of other long term benefits are virtually certain. The expense relating to a provision
charged to the statement of profit and loss. is presented in the statement of profit and loss net
of any reimbursement.
t) Foreign currency translation
If the effect of the time value of money is material,
Items included in the financial statements of the
provisions are discounted using a current pre-
entity are measured using the currency of the
tax rate that reflects, when appropriate, the risks
primary economic environment in which the entity
specific to the liability. When discounting is used,
operates (‘the functional currency’). The financial
the increase in the provision due to the passage of
statements are presented in Indian rupee (INR),
time is recognised as a finance cost.
which is Group’s functional and presentation
currency. Contingent liability is disclosed in the case of:
Transactions and balances 1. A present obligation arising from the past
events, when it is not probable that an outflow
Transactions in foreign currencies are initially
of resources will be required to settle the
recorded at functional currency, using the foreign
obligation;
exchange rate at the date the transaction first
qualifies for recognition. However, for practical 2. A present obligation arising from the past
reasons, the Group uses an average rate if the events, when no reliable estimate is possible;
average approximates the actual rate at the date of
the transaction. 3. A possible obligation arising from the past
events, unless the probability of outflow of
At each balance sheet date, foreign currency resources is remote.
monetary assets and liabilities are translated at
the functional currency using the foreign exchange Commitments include the amount of purchase order
rate at the reporting date. Foreign exchange gains (net of advances) issued to parties for completion of
and losses resulting from the settlement of such assets.
transactions and from translation of monetary
assets and liabilities denominated at foreign Provisions, contingent liabilities, contingent assets
currencies at year end exchange rates are generally and commitments are reviewed at each balance
recognized in profit and loss. sheet date.

213
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


v) Earnings per share been identified to segments on the basis of their
relationship to the operating activities of the
Basic earnings per share are calculated by dividing
segment. Inter Segment revenue is accounted
the net profit for the year attributable to equity
on the basis of transactions which are primarily
shareholders by the weighted average number of
determined based on market/fair value factors.
equity shares outstanding during the year. Earnings
Revenue, expenses, assets and liabilities which relate
considered in ascertaining the Group’s earnings per
to the Group as a whole and are not allocated to
share is the net profit for the period after deducting
segments on a reasonable basis have been included
preference dividends and any attributable tax thereto
under “unallocated revenue / expenses / assets /
for the year. The weighted average number of equity
liabilities”.
shares outstanding during the year and for all years
presented is adjusted for events, such as bonus x) Fair value measurement
shares, other than the conversion of potential equity
The Group measures financial instruments, such as,
shares that have changed the number of equity shares derivatives at fair value at each balance sheet date.
outstanding, without a corresponding change in
Fair value is the price that would be received to sell
resources.
an asset or paid to transfer a liability in an orderly
Equity shares that will be issued upon the conversion transaction between market participants at the
measurement date. The fair value measurement is
of mandatorily convertible instruments are included
based on the presumption that the transaction to
in the calculation of basic earnings per share from
sell the asset or transfer the liability takes place
the date the contract is entered into. either:

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

Notes to Consolidated Financial Statements


1. Level 1 — Quoted (unadjusted) market prices in Or
active markets for identical assets or Liabilities.
4. There is no unconditional right to defer the
2. Level 2 — Valuation techniques for which the settlement of the liability for at least twelve
lowest level input that is significant to the fair months after the reporting period
value measurement is directly or indirectly
observable. All other liabilities are classified as non-current.

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

Notes to Consolidated Financial Statements


a. Impairment of Goodwill in the light of contractual and legal obligations,
historical trends, past experience and projected
Determining whether goodwill is impaired requires an market conditions.
estimation of the value in use of the cash generating
units to which goodwill has been allocated. The d. Government Grants
value in use calculation requires the management to
estimate the future cash flows expected to arise from Government grants are recognised where there is
the cash-generating unit and a suitable discount rate reasonable assurance that the grant will be received
in order to calculate present value. Where the actual and all attached conditions will be complied with.
future cash flows are less than the carrying amount, Assessment of unfulfilled conditions and other
a material impairment loss may arise. contingencies attaching to government assistance
that has been recognized require judgment and
b. Legal & Tax matters and contingent liabilities estimations.

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)

2. Property, plant and equipment

Land - Building Railway Furniture


Land - Quarry Plant and Office
Description Freehold and Sidings & Vehicles Total
Leasehold Development Machinery Equipment
(a) Roads & Locomotives Fixtures

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

3. Investment property

Description Amount

Cost as at 1 April 2019 1.59

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

Accumulated depreciation as at 1 April 2019 0.32

Depreciation during the year 0.08


Accumulated depreciation as at 31 March 2020 (B) 0.40

Depreciation for the year 0.05


Disposals/transfer (0.21)
Accumulated depreciation as at 31 March 2021 (D) 0.24

Net carrying amount as at 31 March 2020 (A) - (B) 1.19

Net carrying amount as at 31 March 2021 (C) - (D) 0.55

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.

4. Goodwill and Other intangible assets

Other Intangible Assets


Description Mining Trade Non Compete Suppliers Goodwill
Software Total
rights Mark Agreement Agreement

Cost as at 1 April 2019 60.86 939.92 506.66 71.90 17.78 1,597.12 2,443.86

Additions 0.49 3.18 - - - 3.67 -


Disposals/adjustments - - - - - - -
Cost as at 31 March 2020 (A) 61.35 943.10 506.66 71.90 17.78 1,600.79 2,443.86

Adjustment on account of 5.02 670.48 297.80 - - 973.30 834.61


Business combination (Refer
note 53)
Additions 0.95 42.21 - - - 43.16 -
Cost as at 31 March 2021 (C) 67.32 1,655.79 804.46 71.90 17.78 2,617.25 3,278.47

Accumulated amortisation as 47.31 56.54 134.07 71.90 11.08 320.90 -


at 1 April 2019

218
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

4. Goodwill and Other intangible assets (Contd..)

Other Intangible Assets


Description Mining Trade Non Compete Suppliers Goodwill
Software Total
rights Mark Agreement Agreement

Amortisation during the year 4.66 18.54 49.62 - 4.43 77.25 -


Accumulated amortisation as 51.97 75.08 183.69 71.90 15.51 398.15 -
at 31 March 2020 (B)

Amortisation for the year 5.29 31.58 70.91 - 2.26 110.04 -


Accumulated amortisation as 57.26 106.66 254.60 71.90 17.77 508.19 -
at 31 March 2021 (D)

Net carrying amount as at 9.38 868.02 322.97 - 2.27 1,202.64 2,443.86


31 March 2020 (A) - (B)

Net carrying amount as at 10.06 1,549.13 549.86 - 0.01 2,109.06 3,278.47


31 March 2021 (C) - (D)

Impairment testing of goodwill

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

• Cement CGU of Nuvoco Vistas Corporation Limited (NVCL)


• Cement CGU of NU Vista Limited (NVL)
• Ready Mix CGU of NVCL

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.

Carrying amount of goodwill pertains to each of the CGUs:

NVCL Cement NVL Cement NVCL RMX


Particulars
31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20 31-Mar-21 31-Mar-20

Goodwill 2,017.85 2,017.85 834.61 - 426.01 426.01

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.

i. NVCL Cement CGU

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)


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.

iii. NVCL Ready Mix CGU

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.

Key assumptions used for value in use calculations

The calculation of value in use for both units is most sensitive to the following assumptions:

(1) Sales Growth rate


(2)
Raw Material price inflation

(3) Market growth rate

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.

Sensitivity to changes in assumptions

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

5. Right of use asset

Land - Office Plant &


Description Building Vehicles Total
Leasehold Premises* Machinery

Cost as at 1 April 2019 11.77 - 33.97 10.14 1.24 57.12


Additions 2.56 - 2.44 3.11 - 8.11
Reclassified on adoption of Ind AS 70.55 - - - - 70.55
116 (Refer note 2)
Disposals/ Adjustment - - - (1.59) - (1.59)
Cost as at 31 March 2020 (A) 84.88 - 36.41 11.66 1.24 134.19

Adjustment on account of 141.25 2.93 - 16.96 - 161.14


Business combination (Refer note
53)
Additions 0.19 51.92 37.31 59.28 0.59 149.29
Disposals (0.21) (6.40) (25.61) (6.33) (0.11) (38.66)
Cost as at 31 March 2021 (C) 226.11 48.45 48.11 81.57 1.72 405.96

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)

Net carrying amount as at 66.56 - 27.74 6.53 0.85 101.68


31 March 2020 (A) - (B)

Net carrying amount as at 200.24 34.29 39.69 54.16 0.96 329.34


31 March 2021 (C) - (D)
* including furniture

221
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

6. Non current investments

As at As at
Particulars
31 March 2021 31 March 2020

Unquoted, valued at cost unless stated otherwise


a. Investment in joint venture (Refer note below)

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

Less: Provision for impairment (0.86) (0.86)


Total - -

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

i. Equity investment (at FVTOCI)


1,925,924 (31 March 2020 - 1,925,924) Class A equity shares of H 10/- - -
each fully paid-up in VS Lignite Power Private Ltd.

ii. Debt investment (at FVTPL)


4,828,298 (31 March 2020 - 4,828,298) 0.01% cumulative class A - -
redeemable preference shares of H 10/- each fully paid-up in VS Lignite
Power Private Ltd.

iii) Un-quoted government securities at amortised cost


National savings certificates lodged with various authorities 0.05 0.05
Total 0.05 0.05

222
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

7. Loans

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Loans/advances to employees 1.50 0.17
Sub total (a) 1.50 0.17

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.

8. Other non-current financial assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Industrial promotional assistance (Refer note 58) 629.51 427.14
Deposits with govt. authorities and others 157.96 151.95
Sub total (a) 787.47 579.09

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

9. Other non current assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Capital advances 102.24 105.25
Advances to Suppliers 72.13 -
Balances with indirect tax authorities 15.15 -
Prepaid expenses 1.75 1.81
Sub total (a) 191.27 107.06

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

223
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

10. Inventories

As at As at
Particulars
31 March 2021 31 March 2020

(Valued at cost and NRV whichever is lower)


Raw materials 62.16 52.90
(includes stock with third party H 0.11 crores (31 March 2020 : H7.82 crores))
Work-in-progress 121.47 112.27
(includes in transit H 5.98 crores (31 March 2020 : Nil))
Finished goods 89.78 143.33
(includes in transit H 26.34 crores (31 March 2020 : H32.21 crores))
Stock-in-Trade 2.73 1.79
Stores and Spare Parts, Packing Material and Fuel 436.23 292.74
(includes in transit and stock with third parties H 96.44 crores
(31 March 2020 : H72.34 crores))
Total 712.37 603.03

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

Quoted, valued at fair value through profit or loss


SBI Liquid Fund (1,55,274.966 Units, (31 March 2020 : Nil)) 50.02 -
Kotak Liquid Fund Dir Gr (1,64,760.38 Units, (31 March 2020 : Nil)) 68.52 -
Nippon Liquid Fund Dir Gr (1,46,113.55 Units, (31 March 2020 : Nil)) 73.54 -
Aditya Birla Sun Life Liquid Fund Dir Gr (15,08,740.328 Units, (31 March 2020 50.02 -
: Nil))
Axis Liquid Fund (3,21,926.59 Units, (31 March 2020 : Nil)) 73.55 -
UTI Liquid Cash Fund - Dir Growth (1,48,404.558 units, (31 March 2020 : Nil)) 50.02 -
ICICI Prudential Mutual Fund (6,07,226.198 Units), (31 March 2020 : Nil)) 18.50 -
Total 384.17 -

Aggregate book value of quoted investments 384.17 -


Aggregate market value of quoted investments 384.17 -

224
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

12. Trade receivables

As at As at
Particulars
31 March 2021 31 March 2020

- Secured, considered good # 140.25 153.38


- Unsecured, considered good # 306.04 345.21
- Which have significant increase in credit risk 7.61 7.71
- Credit impaired 108.56 89.02
562.46 595.32
Provision for doubtful trade receivables (108.56) (89.02)
Total 453.90 506.30
#
For trade receivable outstanding from related parties (Refer note 42)

13. Cash and cash equivalents

As at As at
Particulars
31 March 2021 31 March 2020

Balances with bank


- On current accounts 91.04 23.71
- Deposits with original maturity of less than three months 400.00 230.00
Cheques/drafts on hand 2.02 0.07
Cash on hand 0.04 0.08
Total 493.10 253.86

14. Bank balances other than Cash and cash equivalents

As at As at
Particulars
31 March 2021 31 March 2020

Earmarked (restricted) balances with banks for :


Earmarked deposit with bank - 230.00
Deposits pledged as margin money against bank guarantee 7.65 -
Balances with various statutory authorities 21.82 21.82
Collateral for disputed indirect tax cases 5.18 5.18
Total 34.65 257.00

15. Loans

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Loans/advances to employees 2.66 2.26
Total 2.66 2.26

225
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

16. Other current financial assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Deposits with govt. authorities and others 158.29 129.59
Industrial promotional assistance 28.74 60.43
Interest accrued 7.31 4.71
Other receivables# 15.81 71.08
Sub total (a) 210.15 265.81

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)

17. Other current assets

As at As at
Particulars
31 March 2021 31 March 2020

Unsecured, considered good


Advances to Suppliers# 139.66 70.60
Balances with indirect tax authorities 48.66 29.24
Prepaid expenses 28.55 15.40
Other receivables 2.81 1.99
Total 219.68 117.23
#
For advances given to related parties (Refer note 42)

18. Equity share capital

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

(a) Terms/ rights attached to equity shares

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.

(b) Shares held by shareholders holding more than 5% in the Company

As at As at
Particulars
31 March 2021 31 March 2020

Niyogi Enterprise Private Limited (Holding Company) and its nominees


No of Shares 27,27,27,274 20,00,00,000
Shareholding % 86.56% 82.52%
Shri. Karsanbhai Khodidas Patel
No of Shares 2,49,84,351 2,49,84,351*
Shareholding % 7.93% 10.31%
*held jointly with Shantaben Karsanbhai Patel

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)

Nature and purpose of reserve

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.

B - Debenture Redemption Reserve

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

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.

D - Capital Redemption Reserve

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.

F - Statutory Reserve Under Section 45IC of RBI Act

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

i) Non convertible debentures


8.66% Secured listed non convertible debenture redeemable at par on - 790.19
14.09.2021 (8000 nos.) (Refer note a )
9.15% Secured listed non convertible debenture redeemable at par on 349.39 349.12
30.08.2022 (3500 nos.) (Refer note b )
9.65 % Unsecured listed non convertible debenture redeemable at par on 297.91 297.50
05.07.2024 ( 3000 nos.) (Refer note c(i))
10.15% Unsecured listed non convertible debenture redeemable at par on 296.35 296.00
05.07.2027 (3000 nos.) (Refer note c(ii))
7.25% Secured listed non convertible debenture redeemable at par on 496.73 -
25.09.2023 (5000 nos.) (Refer note d(iv))

ii) Term loan from bank in local currency


Secured term loans (Refer note e) 4,120.83 1,198.44

iii) Unsecured borrowings


0.001% Unlisted, unsecured debentures compulsorily and mandatorily 0.03 -
convertible into equity shares (Refer note f)
5,561.24 2,931.25

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

19. Borrowings (Contd..)


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.

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

Repayment Schedule of non convertible debentures:


Not later than one year 1,250.00 800.00
Later than one year and not later than two years 350.00 800.00
Later than two years and not later than five years 800.00 650.00
More than five years 300.00 300.00

231
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

20. Other non-current financial liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Other liabilities 62.53 52.76


Total 62.53 52.76

21. Provisions

As at As at
Particulars
31 March 2021 31 March 2020

Provision for death benefit (Refer Note 43) 3.23 3.33


Provision for gratuity (Refer Note 43) 8.61 6.84
Provision for site restoration (Refer Note 54) 59.38 31.96
Provision for contractors' charges (Refer Note 54) 10.18 28.18
Total 81.40 70.31

22. Deferred tax liabilities (net)

As at As at
Particulars
31 March 2021 31 March 2020

Deferred tax liability (Refer Note 40) 2,613.99 1,714.15


- Depreciation and amortisation 2,601.97 1,714.15
- Others 12.02 -

Deferred tax asset (Refer Note 40) 733.04 272.31


- Disallowance under section 43B of the Income Tax Act 49.75 57.51
- Provision for doubtful debts and advances 43.09 36.62
- Unabsorbed depreciation 421.07 -
- Others 23.70 5.11
- MAT credit entitlement 195.43 173.07
Total 1,880.95 1,441.84

23. Other non current liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Deferred government capital grants 2.14 -


Total 2.14 -

232
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

24. Borrowings

As at As at
Particulars
31 March 2021 31 March 2020

Loans repayable on demand (Secured):


From Banks - Cash Credits/Buyers credit / Working Capital Borrowings 197.78 -
(Secured by Hypothecation of Stocks and Book Debts of the Company)

Loans repayable on demand (Unsecured):


Inter corporate deposit from Related Party (Refer Note 42) - 661.31
197.78 661.31

25. Trade payables

As at As at
Particulars
31 March 2021 31 March 2020

Due to micro and small enterprises 56.81 12.01


Due to creditors other than micro and small enterprises 850.76 773.95
Total 907.57 785.96

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.

26. Other current financial liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Current maturities of long term debt 1,882.99 870.71


Security deposits from dealers, transporters and others 640.76 453.06
Creditors for capital expenditure 172.28 162.88
Liability for employee related expenses 39.40 30.02
Total 2,735.43 1,516.67

27. Other current liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Liability towards discount to dealers 191.85 174.73


Advance from customers 114.65 79.75
Deferred government capital grants 0.02 -
Others (including statutory dues and liabilities for expenses) 267.48 79.36
Total 574.00 333.84

233
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

28. Provisions

As at As at
Particulars
31 March 2021 31 March 2020

Provision for gratuity (Refer Note 43) 0.63 -


Provision for leave benefits 32.86 25.57
Provision for death benefit (Refer Note 43) 0.61 0.54
Provision for indirect taxes/litigations (Refer Note 54) 197.03 181.82
Provision for dealers' discounts (Refer Note 54) 192.72 112.07
Provision for site restoration (Refer Note 54) 7.31 1.58
Total 431.16 321.58

29. Revenue from operations

Particulars 2020-21 2019-20

Sale of products
Manufactured goods 7,269.29 6,682.98
Traded goods 38.11 26.43

Other operating revenue


Industrial promotional assistance - fiscal incentive* 77.10 47.46
Provision/liabilities no longer required, written back 47.49 6.29
Scrap sales 15.92 17.92
Recoveries of shortages & damages 31.06 10.14
Income from Services 9.86 2.02
Total revenue from operations 7,488.83 6,793.24
Note:
*The Group has recognized as other operating revenue Industrial Promotional Assistance (IPA) of H 44.16 Cr ( 31 March 2020 NIL) related to
Panagarh Cement Plant from the Government of West Bengal under the West Bengal Incentive Scheme 2004, H 13.55 Cr ( 31 March 2020 NIL)
related to Babua Cement plant, from Government of Bihar under the Bihar Industrial Investment Promotion Policy. Similarly, IPA of H 19.39 Cr (31
March 2020 H 47.46 Cr) has been recognised related to Chittorgarh Cement Plant and Nimbol Cement Plant, from the Government of Rajasthan
under the Rajasthan Investment Promotion Scheme 2010.

30. Other income

Particulars 2020-21 2019-20

Gain on sale of current investments 6.73 19.90


Fair value gain on financial instruments at fair value through profit or loss 0.16 -
Interest income on bank deposits 9.44 2.81
Interest income on others 2.81 8.25
Net gain on foreign currency transaction and translation 2.84 0.51
Gain on disposal of Investment property 0.21 -
Gain on sale/disposal of Property, Plant & Equipment and Right of use assets 6.33 -
Other non-operating income 5.32 5.23
33.84 36.70

234
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

31. Cost of materials consumed

Particulars 2020-21 2019-20

Inventory at the beginning of the year 52.90 61.27


Add : Adjustment on account of Business Combination 20.24 -
Purchases 1,021.32 1,265.45
1,094.46 1,326.72
Less: Inventory at the end of the year (62.16) (52.90)
1,032.30 1,273.82

32. Purchase of stock in trade

Particulars 2020-21 2019-20

Cement 23.62 -
Construction chemicals and Others 23.99 17.56
47.61 17.56

33. Changes in inventories of finished goods, work-in-progress and stock-in-trade

Particulars 2020-21 2019-20

Inventories at the end of the year


Finished goods 89.78 143.33
Work-in-progress 121.47 112.27
Stock-in-Trade 2.73 1.79
213.98 257.39
Inventories at the beginning of the year
Finished goods* 178.23 55.32
Work-in-progress* 160.84 140.16
Stock-in-Trade 1.79 0.55
340.86 196.03

Changes in inventories of finished goods 88.45 (88.01)


Changes in inventories of work-in-progress 39.37 27.89
Changes in inventories of Stock-in-trade (0.94) (1.25)
126.88 (61.37)
* Opening stock of finished goods and Work-in-progress for the year ended 31 March 2021 includes opening stock of subsidiary as on 14 July 2020
H 34.90 Crore and H 48.57 Crores respectively

235
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

34. Employee benefits expense

Particulars 2020-21 2019-20

Salaries, bonus and wages 405.85 339.46


Contribution to provident fund and other retirement benefits (Refer note 43) 46.57 40.81
Staff welfare expenses 29.61 24.34
482.03 404.61

35. Finance costs

Particulars 2020-21 2019-20

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

36. Depreciation and amortization expense

Particulars 2020-21 2019-20

Depreciation on tangible assets 621.24 429.45


Amortization of intangible assets 110.04 77.25
Amortization of Right of use assets 62.46 21.10
Depreciation on investment property 0.05 0.08
793.79 527.88

37. Other expenses

Particulars 2020-21 2019-20

Consumption of stores & spares 153.73 141.82


Consumption of packing materials 264.80 199.81
Lease rent (Refer Note 41 ) 19.59 23.23
Rates & taxes 15.22 14.82
Insurance 19.04 6.96
Repairs and maintenance to plant and machinery, building and others 83.53 78.80
CSR expenditure (Refer Note 57) 9.82 4.17
Advertisement and sales promotions 85.67 72.07
Travelling and conveyance expenses 23.41 36.00
Legal and professional charges 21.90 35.33
Payment to auditors 1.16 0.96
Donations 0.21 0.04
Provision for bad/doubtful debts and advances 17.74 13.13

236
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

36. Other expenses (Contd..)

Particulars 2020-21 2019-20

Property, plant & equipment written off 0.00 3.40


Equipment hire, labour and subcontract charges 185.22 192.37
Security service charges 21.01 16.61
Miscellaneous expenses 33.86 23.95
Less : Captive Consumption (Cement & Concrete) (2.15) (3.76)
953.76 859.71

Payment to auditor (excluding taxes)


Statutory Auditors :
Audit fee (including half year limited review) 0.73 0.72
Tax audit fee 0.13 0.13
Other services 0.09 0.10
Reimbursement of expenses - 0.01
Total 0.95 0.96

38. Earnings per equity share (EPS)

Particulars 2020-21 2019-20

Profit attributable to equity shareholders (25.95) 249.25

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

39. Tax expense


(a) Amounts recognised in profit and loss

Particulars 2020-21 2019-20

Current income tax 46.47 89.62


Tax expense relating to earlier years* (11.31) 0.23

Deferred tax liability (net)


Origination and reversal of temporary differences# 18.64 3.66
Minimum Alternate Tax credit 8.65 43.99
Deferred tax expense 27.29 47.65
Tax expense for the year 62.45 137.50
*Tax expenses relating to earlier years include adjustment related to MAT credit entitlement of H 31.01 Cr (31 March 2020 Mat credit utilisation
of H 15.66 Cr), deferred tax debit of H 19.70 Cr (31 March 2020 credit of H 12.62 Cr) and current tax credit of H Nil (31 March 2020 credit of
H 2.81 Cr).
#Deferred tax expense for the year ended March 31, 2021 includes H 54.19 crores being one time tax impact of goodwill taken out of purview
of tax depreciation w.e.f. 1 April 2020 by Finance Bill enacted in March 2021.

237
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

(b) Reconciliation of effective tax rate

Particulars 2020-21 2019-20

Tax Rate 34.944% 34.944%

Profit before tax (A) 36.52 386.75


Loss for the period before appointed date (Refer note 52) - (6.90)
Profit before tax (A) - (B) 36.52 393.65
Tax using the applicable tax rate 12.76 137.56
Tax effect of:
Expenses inadmissible under Income Tax Act, 1961 1.06 1.44
Adjustment related to earlier years (11.31) 0.23
Recognition of deferred tax liability on Goodwill 54.19 -
Others 5.75 (1.73)
Tax expense as per statement of profit and loss 62.45 137.50

Effective tax rate 170.99% 34.93%

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

40. Deferred Tax Liability (Net)

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

Deferred tax liability


Depreciation and 1,718.50 (4.35) - - 1,714.15 857.21 30.61 - - 2,601.97
amortisation difference
Others 1.12 (1.12) - - - 4.39 7.63 - - 12.02
Total (a) 1,719.62 (5.47) - - 1,714.15 861.60 38.24 - - 2,613.99

Deferred tax Asset


Disallowance under 53.25 2.62 1.64 - 57.51 - (6.11) (1.65) - 49.75
section 43B of Income
Tax Act, 1961
Provision for doubtful 31.27 5.35 - - 36.62 - 6.47 - - 43.09
debts and advances
Unabsorbed - - - - - 425.56 (4.49) - - 421.07
depreciation
Others 9.34 (4.48) - 0.25 5.11 1.94 4.03 - 12.62 23.70
MAT credit entitlement 232.72 (59.65) - - 173.07 - 22.36 - - 195.43
Total (b) 326.58 (56.16) 1.64 0.25 272.31 427.50 22.26 (1.65) 12.62 733.04

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:

Land - Office Plant &


Particulars Building Vehicles Total
Leasehold Premises* Machinery

Liability as at 01 April 2019 11.77 - 33.97 10.14 1.24 57.12


Additions 2.56 - 2.44 3.11 - 8.11
Interest Expense (included in finance costs) 1.10 - 2.90 0.91 0.09 5.00
Lease Payments (3.45) - (9.59) (6.63) (0.45) (20.12)
Reversal - - - (0.59) - (0.59)
Liability as at 31 March 2020 11.98 - 29.72 6.94 0.88 49.52
Adjustment on account of business 2.67 10.65 - 10.26 - 23.58
combination
Additions 0.19 51.92 37.31 59.28 0.59 149.29
Interest Expense (included in finance costs) 0.96 4.23 2.99 3.25 0.07 11.50
Lease Payments (3.76) (29.38) (12.19) (17.42) (0.46) (63.21)
Reversal (0.02) (2.19) (16.27) (2.49) (0.06) (21.03)
Liability as at 31 March 2021 12.02 35.23 41.56 59.82 1.02 149.65
*Including Furniture

239
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

The Undiscounted lease liabilities of continuing operations by maturity are as follows

Particulars 31 March 2021 31 March 2020

Less than one year 73.12 19.50


Between one and five years 96.16 35.81
After five years 42.16 2.65

The following table provides additional disclosures related to right-of-use assets and lease liabilities:

Particulars Note Ref 2020-21 2019-20

Expense relating to short-term leases (included in other expenses) 37 19.59 23.23

42. Related party relationships, transactions and balances


Related parties and nature of relationship
(i) Holding Company
Niyogi Enterprise Private Limited (w.e.f. 30 April 2019)
Nirma Limited (Ceased to be holding company w.e.f. 30 April 2019)

(ii) Subsidiary Company


NU Vista Limited w.e.f. 14th July 2020

(iii) Joint Venture Company


Wardha Vaalley Coal Field Private Limited

(iv) Entities over which Promoters exercise control


Nirma Credit and Capital Pvt. Ltd.
Nirma Limited (w.e.f. 1 May 2019)
Nirma Chemical Works Pvt. Ltd.
Navin Overseas FZC, UAE
Constera Realty Pvt. Ltd.
Aculife Healthcare Pvt. Ltd.

(v) Entities over which Promoters has significant influence


Nirma University
Nirma Education and Research Foundation

(vi) Key Management Personnel


Managing Director - Mr. Jayakumar Krishnaswamy
Director - Mr. Hiren Patel
Director - Mr. Kaushikbhai Patel
Director - Mr. Suketu Nareshkumar Shah (resigned w.e.f. 7 April 2021)
Independent Director - Mr. Berjis Minoo Desai
Independent Director - Ms. Bhavna Doshi

(vii) Relatives of Key Management Personnel


Mrs. Toralben Kaushikbhai Patel (Spouse of Mr. Kaushikbhai Patel)

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

Details of Related Party


Transactions carried out
during the year
Purchases - 0.13 - - - 0.13 0.01 1.50 - - - 1.51
Nirma Limited - 0.13 - - - 0.13 0.01 1.50 - - - 1.51

Sales - 4.72 0.84 0.07 - 5.63 - 6.49 - 0.02 - 6.51


Nirma Limited - 2.73 - - - 2.73 - 5.42 - - - 5.42
Constera Realty Pvt. Ltd. - 1.99 - - - 1.99 - 1.07 - - - 1.07
Nirma University - - 0.84 - - 0.84 - - - - - -
Aculife Healthcare Pvt. Ltd. - - - - - - - - - - - -
Mr. Hiren Patel - - - 0.07 - 0.07 - - - 0.02 - 0.02

Finance Cost 0.88 10.52 - 0.10 - 11.50 2.57 29.80 - 0.10 - 32.47
CORPORATE OVERVIEW

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*

Interest Income - - - - 0.20 0.20 - - - - 0.20 0.20


Wardha Vaalley Coal Field - - - - 0.20 0.20 - - - - 0.20 0.20
STATUTORY REPORTS

Private Limited

Training & Development - - - - - - - - 0.14 - - 0.14


Nirma University - - - - - - - - 0.14 - - 0.14

Sales promotion - - - - - - - - 0.03 - - 0.03


Nirma University - - - - - - - - 0.03 - - 0.03
FINANCIAL STATEMENTS

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

Issue of Equity Shares 1,600.00 - - - - 1,600.00 - - - 42.36 - 42.36


Niyogi Enterprise Private 1,600.00 - - - - 1,600.00 - - - - - -
Limited
Shareholder of Nirma - - - - - - - - - 42.36 - 42.36
Limited on account of
business combination
(Refer note 52)

Advances against properties - 15.78 - - - 15.78 - 1.70 - - 1.70


Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Constera Realty Pvt. Ltd. 15.78 15.78 - 1.70 - - - 1.70

Loan taken 800.00 160.00 - - - 960.00 - 230.00 - - - 230.00


Niyogi Enterprise Private 800.00 - - - - 800.00 - - - - - -
Limited
Nirma Limited - 160.00 - - - 160.00 - 230.00 - - - 230.00

Loans given - - - - 0.04 0.04 - - - - 0.06 0.06


Wardha Vaalley Coal Field - - - - 0.04 0.04 - - - - 0.06 0.06
Private Limited

Loans Repaid (800.00) (821.31) - - - (1,621.31) - - - - - -


Nirma Limited - (821.31) - - - (821.31) - - - - - -
Niyogi Enterprise Private (800.00) - - - - (800.00) - - - - - -
Limited

Corporate guarantee - - - - - - 2,850.00 - - - - 2,850.00


received
Nirma Limited - - - - - - 2,850.00 - - - - 2,850.00

CSR Contribution - - 2.00 - - 2.00 - - - - - -


Nirma Education and - - 2.00 - - 2.00 - - - - - -
Research Foundation

Corporate guarantee release - 1,600.00 - - - 1,600.00 - 1,250.00 - - - 1,250.00


Nirma Limited - 1,600.00 - - - 1,600.00 1,250.00 - - - 1,250.00
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

Details of Related Party


balances
Interest Payable and - - - - - - - 87.43 - - - 87.43
outstanding
Nirma Limited - - - - - - - 87.43 - - - 87.43

Outstanding Inter Corporate - - - - - - - 573.88 - - - 573.88


Deposits
Nirma Limited - - - - - - - 573.88 - - - 573.88

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

Mr. Kaushikbhai Patel - - - (0.08) (0.08) - - - - - -


Mr. Berjis Minoo Desai - - - (0.08) - (0.08) - - - (0.07) - (0.07)
Ms. Bhavna Doshi - - - (0.08) - (0.08) - - - (0.08) - (0.08)
Nirma University - - 0.08 - - 0.08 - - - - - -

Loans and Advances - - - - 2.23 2.23 - 1.70 - - 2.00 3.70


Wardha Vaalley Coal Field - - - - 2.23 2.23 - - - - 2.00 2.00
Private Limited
Constera Realty Pvt. Ltd. - - - - - - - 1.70 - - - 1.70
STATUTORY REPORTS

Corporate guarantee - - - - - - - 1,600.00 - - - 1,600.00


Nirma Limited - - - - - - - 1,600.00 - - - 1,600.00

Provision against the - - - - 2.23 2.23 - - - - 2.00 2.00


receivables
Wardha Vaalley Coal Field - - - - 2.23 2.23 - - - - 2.00 2.00
Private Limited
*Finance costs on Non-convertible debentures held by Mr. Kaushikbhai Patel has been disclosed on payment basis. Hence, interest accrued from July 07, 2020 to March 31, 2021 amounting to
H 0.28 crores is not disclosed in finance cost for the year ended March 31, 2021 and balances outstanding as on March 21, 2021. Similarly, interest accrued on Non-convertible debentures held
by Mrs. Toralben Kaushikbhai Patel (close family member of KMP) from July 07, 2020 to March 31, 2021 amounting to H 0.19 crores has not been disclosed under Related party transactions
and balances for the year ended March 31, 2021.
FINANCIAL STATEMENTS

243
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

Compensation to Key Management Personal

Particulars 31 March 2021 31 March 2020

- Short term 4.83 4.34


- Post retirement 0.38 0.35
- Sitting Fees & Commission 2.41 8.27
Total 7.62 12.96

Professional services availed from relative of Key Management Personnel 0.18 0.18

43. Employee benefit

The Group contributes to the following post-employment defined benefit plans in India.

(i) Defined Contribution Plans:

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:

i) On normal retirement / early retirement / withdrawal / resignation:

As per the provisions of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

ii) On death in 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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

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:

31 March 31 March 31 March 31 March


Particulars 2021 2020 2021 2020
Gratuity (Funded) Death Benefit

Defined benefit obligation (87.61) (72.27) (3.84) (3.87)


Fair value of plan assets 78.37 65.43 - -
Net defined benefit (obligation)/assets (9.24) (6.84) (3.84) (3.87)
Non-current (8.61) (6.84) (3.23) (3.33)
Current (0.63) - (0.61) (0.54)

B. Movement in net defined benefit (asset) / liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit
liability/(asset) and its components.

31 March 31 March 31 March 31 March


Particulars 2021 2020 2021 2020
Gratuity (Funded) Death Benefit

Defined benefit obligation


Opening balance 72.27 65.89 3.87 3.93
Adjustment due to Business Combination 6.14
Included in statement of profit and loss
Current service cost 7.69 4.48 0.07 0.07
Past service cost 0.24 0.07 - 0.22
Adjustment due to Business Combination Common - 2.67 -
control
Interest cost 5.04 4.44 0.24 0.27
12.97 11.66 0.31 0.55
Included in OCI
Actuarial loss / (gain) - experience adjustments 1.19 1.78 0.09 (0.20)
Actuarial loss / (gain) - financial assumptions 2.04 0.24 0.07 0.05
3.23 2.02 0.16 (0.15)
Other
Benefits paid (7.00) (7.30) (0.50) (0.46)
Closing balance (a) 87.61 72.27 3.84 3.87

Fair value of plan asset


Opening balance 65.43 63.66 - -
Interest income 4.41 4.58 - -
69.84 68.24 - -
Included in OCI
Actuarial gain /(loss) 7.92 (2.81) - -
77.76 65.43 - -
Other
Contributions paid by the employer 1.42 7.30 - -
Benefits paid (0.81) (7.30) - -
Closing balance (b) 78.37 65.43 - -

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

C. Plan assets
Plan assets comprises the following :

31 March 2021 31 March 2020


Particulars
Gratuity (Funded)

Investment in scheme of insurance 100% 100%

D. Defined benefit obligations


i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Particulars 31 March 2021 31 March 2020

Discount rate 6.20% - 6.60% 6.70%


Salary escalation 7.50%- 9.00% 7.50%
Mortality pre and post retirement Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
(modified) Ult (modified) Ult
Employee turnover rate (for different age groups) 5%-10% 5%-10%

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.

31 March 2021 31 March 2020


Particulars Increase Decrease Increase Decrease Increase Decrease Increase Decrease
Gratuity (Funded) Death Benefit Gratuity (Funded) Death Benefit

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

F. Maturity profile of defined benefit obligation

Particulars 31 March 2021 31 March 2020

Within the next 12 months 10.23 9.14


Between 1 and 5 years 49.80 40.74
Between 5 and 10 years 71.79 54.07

G. Other information

Particulars 31 March 2021 31 March 2020

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.

Revenue recognised from Contract liability (Advances from Customers):

Particulars 31 March 2021 31 March 2020

Closing Contract liability 114.65 79.75

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:

Particulars 31 March 2021 31 March 2020

Revenue as per Contract price 8,224.79 7,409.80


Less: Discounts and incentives (917.39) (700.39)
Revenue as per statement of profit and loss 7,307.40 6,709.41

247
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

45. Financial instruments – Fair values and risk management


A. Accounting classification and fair values

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.

Carrying amount Fair value


31 March 2021 Amortized
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost

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

Carrying amount Fair value


31 March 2020 Amortized
FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Cost

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

B. Financial risk management

The Group has exposure to the following risks arising from financial instruments:

• Credit risk
• Liquidity risk, and
• Market risk

i. Risk management framework

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.

ii. Credit Risk

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:

Particulars 31 March 2021 31 March 2020

Neither past due nor impaired 281.61 258.62


Past due but not impaired
Past due 1–180 days 95.89 187.87
Past due 181–365 days 61.01 31.94
Past due 1 to 2 years 11.73 17.49
More than 2 years 3.66 10.38
Total 453.90 506.30

249
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

Expected credit loss assessment for customers as at 31 March 2021

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 :

Particulars 31 March 2021 31 March 2020

Balance as at beginning of the year 89.02 75.87


Impairment loss recognised net of reversal 19.54 13.15
Balance at the end of the year 108.56 89.02

Cash and cash equivalents

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.

iii. Liquidity risk

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.

Exposure to liquidity 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

Contractual cash flows


31 March 2021 1 year or More than
Total 1-2 years 2-5 years
less 5 years

Non-derivative financial liabilities


Borrowings 8,857.14 2,447.05 1,491.61 3,385.74 1,532.74
Other non-current financial liabilities 62.53 - 62.53 - -
Trade payables 907.57 907.57 - - -
Lease Liability 211.45 73.12 48.96 47.20 42.17
Other current financial liabilities 852.44 852.44 - - -

250
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

Exposure to liquidity risk (Contd..)

Contractual cash flows


As at 31 March 2020 1 year or More than
Total 1-2 years 2-5 years
less 5 years

Non-derivative financial liabilities


Borrowings* 5,350.00 1,797.69 1,213.41 1,812.20 526.70
Other non-current financial liabilities 52.76 - 52.76 - -
Trade payables 785.96 785.96 - - -
Lease Liability 57.96 19.50 15.73 20.08 2.65
Other current financial liabilities 645.96 645.96 - - -
*No repayment schedule has been specified for Inter Corporate Deposits, hence not included above

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:

31 March 2021 31 March 2020


Particulars
EUR USD EUR USD

Accounts Payable 1.94 35.51 2.61 1.69


Net exposure 1.94 35.51 2.61 1.69

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

Effect in J Crores

31 March 2021 Strengthening Weakening

EUR (0.19) 0.19


USD (3.55) 3.55

Effect in K Crores

31 March 2020 Strengthening Weakening

EUR (0.26) 0.26


USD (0.17) (0.17)


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.

31 March 2021 31 March 2020


Particulars Total Floating rate Fixed rate Total Floating rate Fixed rate
Borrowings borrowing borrowing Borrowings borrowing borrowing

Borrowings 7,642.01 5,105.82 2,536.19 4,463.27 1,202.11 3,261.16


Total 7,642.01 5,105.82 2,536.19 4,463.27 1,202.11 3,261.16

Sensitivity analysis
Interest rate sensitivity for floating rate borrowings (impact of increase in 100 bps)

Particulars 31 March 2021 31 March 2020

Impact in profit before tax (42.80) (6.40)

Interest rate sensitivity for floating rate borrowings (impact of decrease in 100 bps)

Particulars 31 March 2021 31 March 2020

Impact in profit before tax 42.80 6.40

46. Netting off disclosure

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

46. Capital management

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.

The Company’s adjusted net debt to equity ratio is as follows.

As at As at
Particulars
31 March 2021 31 March 2020

Total borrowings along with accrued interest 7,642.01 4,463.27


Less : Cash and bank balances & Current Investments (911.92) (510.86)
Adjusted net debt 6,730.09 3,952.41
Equity 315.09 242.36
Other equity 7,008.61 5,036.88
Total equity 7,323.70 5,279.24

Adjusted net debt to equity ratio 0.92 0.75

48. Segment Reporting


A. General Information

For management purposes, the Group is organised into business units based on its products and has two reportable
segments, as follows:

• Segment-1 Cement Division

• Segment-2 Concrete Division

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

B. Information about reportable segments

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

Financial Cost (664.04) (419.21)


Other Income 33.84 36.70
Profit before tax 36.50 386.75
Tax expenses - (62.45) (137.50)
Profit after tax (25.95) 249.25

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

49. Contingent Liabilities

As at As at
Particulars
31 March 2021 31 March 2020

Contingent Liabilities not provided for in respect of:


i. Claims against the Company not acknowledged as debts: -

a. Disputed demands in respect of Sales Tax/VAT/GST by various tax 63.90 61.82


authorities
b. Disputed demand in respect of Entry Tax by various tax authorities 41.21 38.47
c. Disputed demand in respect of Excise Duty* 29.81 27.81
d. Disputed demand in respect of Service Tax 7.43 2.74
e. Stamp Duty paid under protest for change of name from GKW to LRCL 1.80 1.80
f. Disputed demands in respect of Custom duties 14.44 14.44
g. In respect of Income Tax 325.56 315.18
h. Other claims 24.87 23.88
Against these, payments under protest/adjustments made by the Group 132.53 134.88
*The Supreme Court in its judgement dated November 27, 2019 in case of Civil appeal no.10193 of 2017 Commissioner of central Excise Vs M/s
Madras Cements Ltd. along with the company, dismissed the appeal filed by the Commissioner of Central Excise. Accordingly, the company is now
entitled to concession rate of excise duty for sales made to Institutional consumer or industrial consumer. The company believes that identical
matters amount to H 158.93 crores pending before various forums are squarely covered by the aforesaid judgment of the Hon’ble Supreme Court
and treated as remote.

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

49. Contingent Liabilities (Contd..)


iv. In June 2012, the Competition Commission of ​India (CCI) passed an Order levying a penalty of ​H 490 crores on the
Company in connection with​a complaint filed by the Builders Association of ​India against leading cement companies
(including​the Company) for alleged violation of certain provisions​of the Competition Act, 2002. The Company filed​
an appeal before the Competition Appellate Tribunal (COMPAT) for setting aside the​said Order of CCI. The COMPAT
granted stay on​levying the penalty imposed on the Company by​CCI against deposit of 10% of the penalty amount.​In
December 2015, the COMPAT finally set aside​the said Order of CCI and remanded back to CCI​for 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”).
COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017, who vide
its judgment dated July 25, 2018, dismissed the Company’s appeal and upheld the CCI’s order. Against the above
judgment of NCLAT, the Company appealed before the Hon’ble Supreme Court, which by its order dated October 5,
2018 had admitted the appeal of the Company and directed that the interim order passed by the tribunal in this case
will continue in the meantime. Based on the reimbursable rights available with the Company backed by legal opinion,
no provision is considered necessary.

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

For bank guarantee 407.69 66.63


For Letter of Credit 86.83 90.17

256
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

50. Capital and other commitments

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)

Principal amount due to micro and small enterprises 60.13 14.88


Interest due on above 0.66 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

Principal 189.46 65.16


Interest on above - -

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

52. Business combination under Common control

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.

53. Business combination (Acquisition of NU Vista Limited)

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

Consideration Paid on Acquisition (A) 2,271.23

Fair value of assets acquired and liabilities assumed on Acquisition date


Tangible assets 3,452.00
Intangible assets 973.30
Intangible assets under development 4.18
Capital work-in-progress 284.66
Right of use assets 161.14
Other financial assets 166.08
Other assets 190.56
Deferred tax asset 96.24
Income tax asset 2.09
Inventories 246.25
Trade receivable 103.54
Cash 26.30
Bank 35.40
Borrowings (2,743.36)

258
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

53. Business combination (Acquisition of NU Vista Limited) (Contd..)

Particulars Amount

Other liabilities (205.03)


Trade payable (252.70)
Other financial liabilities (552.33)
Provision (21.36)
Deferred tax liabilities on Fair valuation (530.34)
Net assets acquired (B) 1,436.62
Goodwill on Acquisition (A-B) 834.61

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 Company has assumed nil contingent liability.

c) Acquisition related costs

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

d) Impact of acquisition on the results of the Group:

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

54. Disclosures required by Indian Accounting Standard (Ind AS) 37 - Provisions

Site Restoration Dealer discount Indirect taxes and Provision for


Total
expense provisions litigations contractors charges
Particulars
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)


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.

ii. Dealer discount provisions

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.

iii. Indirect taxes and legal cases

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.

iv. Provision for contractor charges

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

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

Wardha Vaalley India 0% - 0.00% - 0.00% - 0% - 0% - 0% -


Private Limited

Adjustment -7% (495.98) 180% (46.69) 0% - - - - - - -


on account of
consolidation

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

Notes to Consolidated Financial Statements


(All amounts are in H crore, unless otherwise stated)

Significant Judgment : Existence of joint control and classification of joint arrangement

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

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

264
NOTICE

NUVOCO VISTAS CORPORATION LIMITED


CIN: U26940MH1999PLC118229
Registered Office: Equinox Business Park, Tower – 3, East Wing, 4th Floor,
LBS Marg, Kurla (West), Mumbai – 400 070
Telephone: +91 22 6630 6511 Fax: +91 22 6630 6510
E-mail: investor.relations@nuvoco.com Website: www.nuvoco.com

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

remuneration permissible under the Act. In the Financial 4. Financial performance:


Year 2020-21, Mr. Jayakumar Krishnaswamy, Managing
(H in crores)
Director [DIN: 02099219] of the Company was paid total
remuneration of Rs.5.21 crores inclusive of variable pay of FY 2020-21
Particulars
Rs. 62.40 lakhs of the Financial Year 2019-20 (paid in the Standalone Consolidated
Financial Year 2020-21), which exceeded the limit of 5%,
by an amount of Rs.21 lakhs in the Financial Year 2020-21. Income
Revenue from operations 5,805.35 7,488.83
Pursuant to Section 197(9) and (10) of the Act, the waiver of Other income 83.41 33.84
recovery of such excess remuneration requires the approval of Total Income 5,888.76 7,522.67
the Members of the Company through a Special Resolution. Total expenses 5,789.27 7,486.17
Profit before tax 99.49 36.50
The Nomination and Remuneration Committee and the Board
Tax expenses 76.71 62.45
of Directors of the Company at their respective Meetings
Profit for the year 22.78 (25.95)
held on May 21, 2021, have subject to the approval of the
Other comprehensive income
Members of the Company, accorded their approvals for the
Items that will not be
waiver of excess remuneration amounting Rs.21 lakhs paid
reclassified to Profit or Loss
to Mr. Jayakumar Krishnaswamy, Managing Director [DIN:
Re-measurements gains/ 4.40 4.58
02099219] of the Company in the Financial Year 2020-21.
(losses) of post-employment
Therefore, the Members are requested to grant their approval benefit obligation
for waiver of excess managerial remuneration amounting Income tax related to above (1.54) (1.65)
Rs.21 lakhs paid to Mr. Jayakumar Krishnaswamy, Managing Other comprehensive income 2.86 2.93
Director [DIN: 02099219] of the Company in the Financial for the year
Year 2020-21. Total comprehensive income 25.64 (23.02)
for the year
Except for Mr. Jayakumar Krishnaswamy and his relatives,
none of the Directors, Key Managerial Personnel of the
5. Foreign investments and collaboration, if any:
Company and their relatives are, in any way, concerned or
interested, financially or otherwise, in the Resolution set out The Company has neither made any Foreign
at Item No.3 of the Notice. Investments nor entered into any collaborations
during the Financial Year 2020-21.
The Board commends the Special Resolution set out at Item
No. 3 of the Notice for the approval of the Members. II INFORMATION ABOUT THE APPOINTEE:
The following additional information as per item (iv) of third 1. Background Details:
proviso of Section II of Part II of Schedule V to the Act is
given below: Mr. Jayakumar Krishnaswamy is the Managing
Director of the Company. He has been on the Board
I GENERAL INFORMATION: of the Company since September 17, 2018. He is
responsible for the cement, RMX and modern building
1. Nature of Industry
materials divisions of the Company. He holds a
The Company operates across 3 (three) business bachelor’s degree in engineering (mechanical) from
divisions; front-lined by robust and salient brands: University of Delhi. He has experience across FMCG
and paint and coating industry. He has previously
• Cement been associated with Hindustan Unilever Limited
• Ready-Mix Concrete (“RMX”) and Akzo Nobel India Limited.
• Modern Building Materials 2. Past remuneration:
2. Date or expected date of commencement of commercial
In the Financial Year 2020-21, Rs.5.21 crores
production: Not Applicable since the Company has
inclusive of variable pay of Rs. 62.40 lakhs of
already commenced its business activities.
the Financial Year 2019-20 (paid in the Financial
3. In case of new companies expected date of Year 2020-21), was paid as remuneration to
commencement of activities as per project Mr. Jayakumar Krishnaswamy.
approved by financial institutions appearing in the
3. Recognition or Awards: None
prospectus: Not Applicable as the Company is an
existing Company.

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

Taking into consideration the size of the Company, Registered office:


the profile, knowledge, skills and responsibilities Equinox Business Park, Tower 3, East Wing,
shouldered by Mr. Jayakumar Krishnaswamy, 4th Floor, Bandra - Kurla Complex, LBS Marg,
the remuneration paid is commensurate with Kurla (West), Mumbai – 400 070
the remuneration packages paid to his similar E-mail Id: investor.relations@nuvoco.com
counterparts in other companies. Website: www.nuvoco.com
Phone No: +91 22 6630 6511
7. Pecuniary relationship directly or indirectly with the CIN: U26940MH1999PLC118229
Company or relationship with the managerial personnel:

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:

I Name of the Director Mr. Kaushikbhai Patel (DIN: 00145086)


II Age 65 years
III Date of first appointment November 9, 2017
IV Qualification Professional (Chartered Accountant)
V Brief resume including profile, experience and Mr. Kaushikbhai Patel has experience in strategy, financial planning,
expertise in specific functional areas mergers and acquisitions, direct tax and capital markets. He has
been associated with Nirma Limited as a Director since 2002
VI Shareholding in the Company as on March 31, Nil
2021
VII Number of Board Meetings attended during the Mr. Kaushikbhai Patel attended all 5 (five) Board Meetings held
year during the FY 2020-21
VIII Directorships held in other companies (including - Nuvoco Vistas Corporation Limited
the Company) as on March 31, 2021 - Nirma Limited
- The Kalupur Commercial Co-operative Bank Limited
IX Companies in which Director is member of the Nuvoco Vistas Corporation Limited
Committee of the Board as on March 31, 2021 - Corporate Social Responsibility Committee
- Nomination and Remuneration Committee
X Companies in which Director is Chairman of Nirma Limited
Committees of the Board as on March 31, 2021 - Nomination and Remuneration Committee
XI Terms and Conditions of re-appointment along Please refer to the Board’s Report and Corporate
with details of remuneration sought to be paid Governance Report
and remuneration last drawn
XII Relationship with other Directors, Manager and None
other Key Managerial Personnel of the Company

By order of the Board of Directors

Place: Mumbai Shruta Sanghavi


Date: May 21, 2021 SVP and Company Secretary

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

Board’s Report 272

Management Discussion and Analysis 290

Corporate Governance Report 297


CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Corporate Information

Board of Directors Cost Auditors Registered Office

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

India Ratings and Research (Ind-Ra) has upgraded the


NAME CHANGE OF THE COMPANY Company’s external credit rating to AA/Stable Outlook
from A-/Rating Watch Positive (RWP) in October 2020.
Pursuant to the acquisition of the Company by NVCL,
Upgrade in external credit rating is based on improvement
the name of the Company has been changed to ‘NU Vista
in the Company’s standalone profile in FY 2019-20 and
Limited’ w.e.f June 4, 2020 as per the fresh certificate of
consolidated view of the Company and its holding Company
incorporation issued by the Registrar of Companies, West
NVCL. Upgrade in rating was also driven by the combined
Bengal, the Ministry of Corporate Affairs.
impact of volume growth and improvement in realisations.
The Company has improved its profit margins along with
CHANGE IN THE REGISTERED OFFFICE OF THE strong operational and strategic linkages with NVCL.
COMPANY
The Company has wide geographical presence with strength
The Registered Office of the Company has been shifted to in Eastern region and deep pockets in IHB (Individual Home
Mumbai, in the State of Maharashtra from Kolkata, in the Building) segment. There is also benefits in reduction
State of West Bengal, w.e.f. December 1, 2020. in variable cost due to decline in prices of pet coke/coal.
Reduction in Rate of Interest (“ROI”) has also contributed in
CHANGE IN THE NATURE OF BUSINESS, IF ANY savings in interest cost.

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

Rating Agency Rating Instrument/Facility Number of meetings of the 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

PUBLIC DEPOSITS Mr. Manish Goenka (DIN: 00363093), Executive Chairman,


Mr. Aditya Vardhan Agarwal (DIN: 00149717), Non-Executive
During the year under review, the Company has not accepted Director, Mr. Charan Das Arha (DIN: 02226619), Independent
any deposits from the public falling within the meaning of Director, Mr. Ram Krishna Agarwal (DIN: 00416964),
Sections 73 and 76 of the Act and the Rules framed thereunder. Non-Executive Director, Mr. Sundaram Balasubramanian
(DIN: 02849971), Independent Director, Ms. Mamta Binani
SHARE CAPITAL (DIN: 00462925), Independent Director and Mr. Rajiv
Mundhra (DIN: 00014237), Independent Director, have stepped
Authorised, Issued, Subscribed and Paid Up Share Capital down from the Board of the Company w.e.f. July 21, 2020.

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 &

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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.

Re-appointment of Director REMUNERATION POLICY


In accordance with Section 152 of the Act and the Articles The Nomination and Remuneration Committee has framed
of Association of the Company, Ms. Shruta Sanghavi a policy on the appointment and remuneration for Directors,
(DIN: 08803625), Non- Executive Director of the Company, Key Managerial Personnel and Senior Management
retires by rotation at the ensuing 14th Annual General Personnel, including criteria for determining qualifications,
Meeting (“AGM”) and being eligible, has offered herself for independence of a Director and other related matters, in
re-appointment. Attention of the Members is invited to the accordance with Section 178 of the Act and the Rules framed
relevant item in the Notice of the ensuing 14th AGM. thereunder. The salient features of the Policy are set out in
the Corporate Governance Report, which forms part of the
BOARD EVALUATION Annual Report.

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.

CODE OF BUSINESS CONDUCT CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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.

The Company has in place adequate internal financial controls


befitting the size and complexity of its operations. Controls PARTICULARS OF CONTRACTS OR ARRANGEMENTS
were tested during the year under review and no reportable WITH RELATED PARTIES
material weakness in the operations or in the design were
All contracts/arrangements/transactions entered into by the
observed. These controls are periodically revisited to ensure
Company during the financial year with the related parties were
that they remain updated to the change in environment.
in the ordinary course of the business and on an arm’s length
The Board has laid down Internal Financial Controls and basis and in compliance with applicable provisions of the Act.
believes that the same are commensurate with the nature There are no material transactions with any related party as
and size of its business. Based on the framework of internal defined under Section 188 of the Act read with the Companies
financial controls; work performed by the internal, statutory (Meetings of Board and its Powers) Rules, 2014 which may
and external consultants, including audit of internal financial have a potential conflict with the interest of the Company at
controls over financial reporting by the Statutory Auditors; large. Also, there are no material transactions with any related
and the reviews performed by the Management and the Audit party that are required to be disclosed under Form AOC-2.

277
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.

278
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.

280
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.

COMPLIANCE OF SECRETARIAL STANDARDS


EXTRACT OF ANNUAL RETURN
The Company is in compliance with all the mandatory
Pursuant to Section 92(3) of the Act and Rules framed
applicable Secretarial Standards issued by the Institute of
thereunder, the Annual Return has been placed on the
Company Secretaries of India.
website of the Company www.nuvoco.com

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.

For and on behalf of the Board of Directors

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]

1. Brief outline on CSR Policy of the Company :

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.

2. Composition of CSR Committee*:


Sr. Name of Director Designation / Nature Number of meetings Number of meetings
No of Directorship of CSR Committee of CSR Committee
held during the year** attended during the year

1 Mr. Vivek Chawla – Chairman Non-executive Director - -


2 Mr. Jayakumar Krishnaswamy – Member Managing Director - -
3 Mr. Manan Shah – Member Non-executive Director - -
4 Ms. Shruta Sanghavi – Member Non-executive Director - -
*The Board, at its Meeting held on 21st July 2021, has reconstituted the Corporate Social Responsibility Committee. The details of the composition
of the Committee, meetings held, attendance of Committee members at such meetings, and other relevant details are provided in the “Corporate
Governance Report”.
** The CSR Committee Meeting was held on 24th June 2020, during the year.

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:

Sr. Financial Year Amount available for Amount required to be


No. set-off from preceding set-off for the financial
financial years (in J) year, if any (in J)

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

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent Amount Unspent (in J)


for the Financial Year Total Amount transferred to Amount transferred to any fund specified under
(in J) Unspent CSR Account as per Schedule VII as per second proviso to section 135(5)
section 135(6)
Amount Date of transfer Name of the Fund Amount Date of transfer

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:

(1) (2) (3) (4) (5) (6) (7) (8)


Sr. Name of the Item from the list of activities Local Location of the project Amount Mode of Mode of Implementation
No. Project in Schedule VII to the Act area spent Implementation - Through Implementing
(Yes/ for the - Agency
No) State District project Direct Name CSR
(J in (Yes/No) Registration
crores) number

Not Applicable

(d) Amount spent in Administrative Overheads : Not Applicable

(e) Amount spent on Impact Assessment : Not Applicable

(f) Total amount spent for the Financial Year : Not Applicable

(g) Excess amount for set off, if any

Sr. Particular Amount (in J)


No

(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):

(1) (2) (3) (4) (5) (6) (7) (8) (9)


Sr. Project Name of the Financial Year Project Total amount Amount spent on Cumulative amount Status of
No. ID Project in which the duration allocated for the project in the spent at the end of the project
project was the project reporting Financial reporting Financial - Completed
commenced (in J) Year (in J) Year (in J) /Ongoing

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:

(a) Date of creation or acquisition of the capital asset(s) : Not Applicable

(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

Mr Vivek Chawla Mr Jayakumar Krishnaswamy


Chairman – CSR Committee Managing Director
(DIN: 02696336) (DIN: 02099219)

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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)

Our report of even date is to be read along with this letter.

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.

For MKB & Associates


Company Secretaries

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;

(e) Vertical Roller Mills (VRM) for grinding in Risda (iii)


IN CASE OF IMPORTED TECHNOLOGY (IMPORTED
Cement Plant, Panagarh Cement Plant & Jajpur DURING THE LAST THREE YEARS RECKONED FROM
Cement Plant results in high output at lowest THE BEGINNING OF THE FINANCIAL YEAR): NIL
power consumption & best product quality;
(iv) THE EXPENDITURE INCURRED ON RESEARCH &
(f) Cross Belt Analyzer, which costs > H2 crores DEVELOPMENT: NIL
has been installed on limestone feed belt at
Risda Cement Plant to prepare uniform quality
C. Foreign Exchange Earnings and Outgo:
stockpile;
i. Foreign exchange earnings for the year ended March
(g) Online analyzers for continuous stack emission
31, 2021 : Nil
monitoring;
ii. Foreign exchange outgo for the year ended March
(h) Auto plant installation in Risda Cement Plant,
31, 2021 : H2,022.59 lakhs
Panagarh Cement Plant and Jajpur Cement
Plant to improve truck Turn Around Time (TAT);

For and on behalf of the Board of Directors

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

Management Discussion and Analysis


A. Indian Structure and Development sector. Another significant factor which aids the growth
of this sector is the ready availability of raw materials for
Indian Economy Overview
making cement, such as limestone and coal.
The Indian economy has been witnessing robust
growth in the past few years backed by increasing B. Opportunities and Threats
focus on economic and social development. It has been
Opportunities
characterised as a middle income developing market
economy. It is the world's sixth - largest economy by • Easily Available Raw Materials: Essential minerals
nominal GDP and the third - largest by purchasing power used for manufacturing cement, which include
parity (PPP). Although, it recorded a lower growth rate limestone (calcium), bauxite (aluminium), iron ore,
of -8.0% in FY 2020-21 as compared to previous year on and coal are available in abundance in different parts
account of worst recession due to the raging Coronavirus of India. This has resulted in zero or low cost of
that has nearly stalled economic activities across the import of raw materials for cement manufacturers,
world, as per a recent World Outlook Report by the IMF. thus making cement businesses profitable in India.
As a result, this easy availability will continue to drive
The unprecedented COVID-19 pandemic has significantly
the Indian cement industry in the coming years.
disrupted social and economic activities, globally as well
as domestically. Partial lockdown imposed by various • Development of Infrastructure: In order to develop
state government, in order to curb the spread of the the country's infrastructure, the Indian government
sudden surge in cases, yet again stalled economic has undertaken several projects related to the
activities; disrupting supply chains and productivity as construction of roads and highways, both in the
surviving businesses ramped up necessary workplace rural and urban areas, along with the development
safety and hygiene practices. The Indian government has of industrial hubs in different parts of the country.
introduced various monetary and fiscal policies to help These schemes and initiatives are together expected
in the revival of the economy. Its initiatives also focus to drive the growth of the Indian cement industry,
on making credit cheaper and more easily accessible for since it is one of the primary materials for the
individuals as well as businesses, with the focus being on successful execution of such projects.
MSMEs.
• Focus on Urban Housing Scheme: The Pradhan
Industry Overview Mantri Awas Yojana aims to provide affordable
housing for all by 2022 in over 4000 towns across
India is the second largest cement producer in the world; India. This is likely to provide the necessary impetus
accounting for over 8% of the global capacity in 2019. to the affordable housing segment and boost the
The Indian cement industry is a vital part of its economy growth of the construction sector, which would lead
and provides employment, directly or indirectly, to more to increase in demand for cement, hence helping
than a million people. According to the Budget of FY it grow further. In Union Budget FY 2021-22, the
2021-22, the Indian Cement Industry has an installed Government of India has extended benefits, under
capacity of approximately 545 million tonnes comprising Section 80-IBA of the Income Tax Act, until March 31,
over 250 large cement plants. The cement industry has 2022, to promote affordable rental housing in India.
important economic significance due to its long and
diversified supply chain contributing 5.4 per cent of • Urban Rejuvenation Mission: The allocation of
global GDP and 7.7 per cent of global employment as Rs. 13,750 crores (US$ 1.88 billion) and Rs. 12,294
per the Industry Outlook of Indian Cement Industry.. crores (US$ 1.68 billion) for Urban Rejuvenation
Mission: AMRUT and Smart Cities Mission and
The sector has been witnessing significant growth in Swachh Bharat Mission, respectively and Rs. 27,500
the past few years owing to the focus on development crores (US$ 3.77 billion) in the Union Budget under
of infrastructure by the government and increase in Pradhan Mantri Awas Yojana. Demand is also
investments in the sector, both from domestic as well getting influenced by the non-trade segment gaining
as foreign investors. India has a lot of potential for momentum with the resumption of construction
development in the infrastructure and construction sector, work of institutional infrastructure projects such as
which is expected to be highly beneficial for the cement roadways and metros.

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Threats Going forward, FY 2021-22 outlook for cement industry


seems sanguine due to the government’s thrust towards
• Delay in Projects due to COVID-19: Due to the
infrastructure creation and development, being the
COVID-19 Pandemic, the construction sector came
propeller of growth in the economy. The growth in the
to a standstill temporarily. This led to a delay in the
industry is conditional on the developing scenarios from
construction of the existing projects and launch
COVID-19 surges and associated opportunity loss.
of new ones. This could again have a short-term
negative impact on the cement industry. Going forward, the Indian cement industry is expected to
show substantial growth backed by suitable government
• Unsustainable Price Increase: While the price
policies, development in infrastructure and construction
increase towards the end of the fiscal year is likely
sector and increasing interest of major international
to benefit the industry to absorb some of the cost
players in the Indian market. India’s cement production
increases, the trend may not be sustainable. The
capacity is expected to reach 550 MT by 2025, while
industry is expected to witness a volume growth due
the demand of cement industry is expected to achieve
to demand revival in infrastructure and urban housing
550-600 MT per annum (MTPA) constantly by 2025
segments, especially from the price conscious
because of the expanding requests of different divisions
segment, driven from a low base. Concurrently, power
like housing, commercial construction and industrial
and fuel costs are further expected to rise leading to
construction. In the next ten years, India is also expected
a margin compression although higher volumes may
to become the main exporter of clinker and grey cement
compensate to some extent.
to the Middle East, Africa, and other developing nations
of the world.
C. Outlook

India’s GDP growth rate is anticipated to be 9.3% in FY D. Risks and Concerns


2021-22, a downward revision from earlier estimates
Given below are the associated risks and concerns and
owing to the second COVID-19 wave that swept the
their mitigation:
country during the initial months of the fiscal year.
However, the ongoing key reforms and sops in the form I. The Long-term Implications of the Ongoing
of manufacturing Production-Linked Incentive (“PLI”) COVID-19 Pandemic
schemes, formalisation of labour codes, incentivising
policies for FDI investments, and relaxing sectoral FDI Associated Risks:
norms for higher FDI inflows along with privatisation will
• The COVID-19 pandemic brought the entire
help improve productivity and support long-term growth.
world to a standstill affecting every facet of
India’s vision is to become a US$5 trillion economy normal life. While the economy restarted backed
in the next few years and to achieve this goal, India by government stimulus; the new phase of the
needs to shift its gears to accelerate investments, revive pandemic has once again placed a number
consumer and business sentiments. In this uncertain of hurdles for it to overcome. Governments
world, three key elements are necessary: a vision, a responded with appropriate measures
strategic blueprint to achieve the vision, and practical that involved nation-wide and area-specific
tools to recalibrate constantly to the strategic blueprint. lockdowns causing widespread disruption to
The movement restrictions or area specific lockdowns regular business activities.
in most of the regions are likely to impact the service
Mitigation:
sectors more than industrials with the former still
reeling under post pandemic crisis. Amidst an uncertain • The guidelines laid down by the local government
economic environment, the key factor for forecasting any authorities have been followed. The Company
economic variable lies in the efficacy and coverage of the firmly believes in abiding by the norms that have
vaccination program. The vaccination success supported been laid down and has also taken measures to
by favourable predictions in South West monsoon in FY ensure the safety of its employees, contract
2021-22 and trickle-down effect of the increased capex workers and business associates.
spending infrastructure in accordance with the Budget
2021-22 would provide a strong path for recovery. The • Continuing to Strengthen the Company’s IM
momentum will require careful supervision to address infrastructure and systems that have and would
inflationary trends and surge in commodity prices so as continue to be leveraged to support business
to uplift the depressed consumer sentiments. from home, whenever required.

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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.

• Timely execution of projects and better Mitigation:


collaboration with suppliers will play an
important role. • The Company has a comprehensive Health,
Safety and Environment (HSE) Policy and Code
• Reducing costs and improving efficiency will
of Business Conduct in place, which meets the
also contribute to sustaining profitability.
local legal and regulatory requirements.
III. Raw Material Price Fluctuations
• The HSE Risk-based compliance programme
Associated Risks: involving inclusive training and adherence to
the Code of Conduct is institutionalized by the
• The Company’s cement facilities are situated Company.
in east India; and the eastern region has
experienced relatively low price volatility with • The HSE Policy of the Company helps to
a healthy demand in the past. However, these create a healthy working environment for its
realizations are constrained by demand, supply, stakeholders while also meeting legal and
sales, and other regional factors. As a result, regulatory requirements.
the margins also remain sensitive to the cyclical
• Observing all required precautions and preventive
nature of cement industry. The lockdown in
measures during the COVID-19 lockdown phase
market, production units as well as at supply
in order to keep all stakeholder safe and ensure
end have directly impacted the business.
seamless resumption of operations, sales and
Mitigation: logistics.

• 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

V. Rising Competition • The Company enjoys robust relations with


its network of dealers, channel partners and
Associated Risks: customers that have been built up over the
years. They believe in the products the Company
• The Company operates in a highly competitive
has to offer and are proud to recommend them
market served by numerous established
to their prospective customers and projects.
companies with well recognized brand names,
new market entrants and substitute products. VI. Technological Advancement
The inability of the Company to effectively
stand the competition may result in losing the Associated Risks:
market share, thereby impacting operations and
• In an era of continuous technological
financial condition of the business.
development, it is essential for an organisation
• Unionization, availability of skilled workforce to keep itself abreast of new technologies;
and an increase in labour cost could also have else it could result in an increase in the cost
an impact on the Company’s competitive edge. of production, lower efficiency and decrease in
profits of the Company.
Mitigation:
Mitigation:
• By delivering superior consumer experience,
driving operational excellence and being • Continue investing in the prevention and
externally focused; Company is well-placed maintenance of existing technology while also
to counter any risks associated with rising adopting new and improved technologies.
competition.
Business Performance
• The Company operates on a robust customer-
based three-legged philosophy of Quality, The information provided in this section relate to the financial
Innovation and Trust, which has endured over the results pertaining to the year ended 31st March 2021. The
years. It offers a basket of premium products, financial statements of the Company have been prepared in
many of which are market leaders in the regions accordance with the Indian Accounting standards (Ind AS),
where it operates. Customers recognise and prescribed under Section 133 of the Companies Act, 2013,
appreciate the value that they get by paying the read with the Companies (Indian Accounting Standards)
price the Company’s products command in the Rules as amended from time to time. The table below
market. provides an overview of key financial parameters.

• 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)

FY’21 2496 FY’21 455

FY’20 2019 FY’20 387

FY’19 1866 FY’19 213

FY’18 1016 FY’18 70

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Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Financial Highlights
(H in crores)
Description FY’21 FY’20 % Change

Revenue from operations 2495.87 2018.50 23.65


Other Income 8.12 8.71 -6.81
Total Revenue 2503.99 2,027.21 23.52
Expenditure
Cost of Material consumed 325.35 181.17 79.58
Purchase of Stock in trade 50.91 - 100
Change in Inventory 21.93 (10.06) -318.02
Power and Fuel 451.11 450.93 0.04
Freight and Forwarding Expense 729.28 625.05 16.68
Other Expense 470.92 392.86 19.87
Total Expenditure 2049.51 1639.95 24.97
EBITDA 454.48 387.26 17.36
EBITDA Margin 18.21% 19.19%
Depreciation 194.64 149.08 30.56
Finance Costs 302.04 274.88 9.88
Profit Before Tax(PBT) (42.21) (36.70) 15.02
Tax Expense 0 118.41 100
Profit After Tax (PAT) (42.21) (155.11) 72.79
PAT % -1.69% -7.65%

Ratio Analysis
(H in crores)
Particulars FY’21 FY’20 Variance (%)

Debtors Turnover Ratio 21.34 15.05 41.8%


Inventory Turnover Ratio 5.12 3.02 69.7%
Interest Coverage Ratio 1.49 1.38 8.0%
Current Ratio* 0.60 0.59 1.1%
Debt Equity Ratio 6.35 6.03 5.4%
Operating Profit Margin (%) 10% 12% 14.0%
Net Profit Margin (%)1 -1.7% -7.7% -78.0%
Return on Net Worth (%)1 -9.4% -31.7% -70.2%
Return on Capital Employed (ROCE) (%) 8.40% 7.48% 12.3%
Earnings per Share 1
(1.74) (6.41) -72.8%
*Security Deposit considered as long term liabilities.
1
Decrease in Profit After Tax (“PAT”) leads to lower earnings per share and other ratios related to profitability.

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

Sales Performance Cash Flow

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

Corporate Governance Report


PHILOSOPHY ON CODE OF CORPORATE their wide range of experience. The Board’s roles, functions,
GOVERNANCE responsibilities and accountability are clearly defined. The
day-to-day management of the Company is entrusted with
The Company has abided by the best Corporate Governance the Senior Management Personnel of the Company and is
practices since its inception with the resolute belief in headed by the Managing Director, who functions under the
managing its business affairs in the most fair and transparent overall supervision, direction and control of the Board.
manner. The Company has been acquired by Nuvoco Vistas
Corporation Limited (“NVCL”) with effect from July 14, 2020. At the beginning of the FY 2020-21, the erstwhile Board of
Post-acquisition of the Company by NVCL, the Company Emami Cement Limited (now Known as NU Vista Limited)
has adopted the same Vision, Mission and Values as that of (‘NVL”) comprised of 8 Directors, out of which 2 (two) were
NVCL. The Company focused on its Vision towards Building Executive Directors, 2 (two) Non-Executive Directors and 4
a SAFER, SMARTER and SUSTAINABLE WORLD and at the (four) Independent Directors including 1 (one) Women Director.
same time, sharpened its Mission to be a Leading Building
Post-acquisition of the Company by NVCL all the
Materials Company Delivering Superior Performance. The
aforementioned Directors (except the Whole-time Director &
Company’s Core Values comprise Integrity, Entrepreneurship,
CEO) resigned from the Board with effect from July 21, 2020
Collaboration, Care and Operational Excellence (“IECCO”),
and ceased to hold office as Directors. Thereafter, 3 (three)
and are strongly reinforced by the well-articulated tenets of
Non-Executive Directors including 1 (one) Women Director
its Operating Philosophy, Rules of the Journey, and Expected
were appointed on the Board of the Company with effect
Behaviours by its leadership and employees. Following the
from July 21, 2020.
integration of the Company with NVCL, the Company top
leadership undertook to identify the common values between Mr. Vivek Chawla, the Whole-time Director & CEO of the
the two entities. Underlying it all is a strict adherence to the Company had attained the age of superannuation and
Safety guidelines; all of which make up the Non-Negotiable therefore, ceased to hold office as the Whole-time Director and
service conditions. CEO of the Company with effect from December 01, 2020.
He was re-designated and appointed as the Non-Executive
The principles of Execution Excellence have been imbibed in
Director with effect from December 02, 2020. Mr. Jayakumar
the Company’s culture since its acquisition by NVCL, enabling
Krishnaswamy, Non-Executive Director, was re-designated
its employees to achieve their goals by leveraging its existing
and appointed as the Managing Director and Key Managerial
core strengths of trust, transparency and collaboration.
Personnel of the Company with effect from December 02, 2020.
The Company’s corporate governance framework is a
reflection of its culture, policies, commitment to the core As on March 31, 2021, the Board comprises 4 (four)
values, as well as its relationship with and accountability to Resident Directors, of which 3 (three) are Non-Executive
its various stakeholders. Recognising that good Corporate Directors, including 1 (one) Woman Director, and 1 (one) is
Governance emerges from the application of the best and the Managing Director.
sound management practices, and compliance with the laws
of the land; and coupled with the adherence to the highest In view of the proposed initial public offering of the equity
standards of transparency and business ethics. shares by NVCL, pursuant to the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for disclosure in the Draft
BOARD OF DIRECTORS
Red Herring Prospectus, the Red Herring Prospectus and the
The Board of Directors of the Company, which comprises Prospectus of NVCL, the Company has been identified as the
of both Executive and Non-Executive Directors; including “material subsidiary” of NVCL. Accordingly, in terms of the
a Woman Director, plays a significant role in ensuring the compliance by NVCL of Regulation 24 of the Securities and
highest corporate governance practice in the Company. Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mr. Berjis Desai, Non-
The Board consists of eminent individuals with considerable Executive Independent Director of NVCL was appointed as
professional expertise, qualifications, and experience in the Non-Executive Independent Director of the Company
finance, taxation, legal, commercial, strategy and planning, with effect from April 14, 2021. NVCL has filed the Draft Red
business administration and other related fields, which Herring Prospectus with the Securities and Exchange Board
enable them to contribute effectively to the Company through of India on May 6, 2021.

297
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

Manish Goenka* Executive 4 Yes - - 1 6,35,833®


DIN: 00363093 Chairman
Aditya Vardhan Agarwal* Non-Executive 4 Yes - 1 - 8,92,700®
DIN: 00149717 Director
Charan Das Arha* Independent 2 No - 1 - -
DIN: 02226619 Director
Mamta Binani* Independent 4 No - - 2 -
DIN: 00462925 Director
Ram Krishna Agarwal* Non-Executive 4 Yes - - 1 -
DIN: 00416964 Director
Rajiv Mundhra* Independent 4 Yes - - 1 -
DIN: 00014237 Director
Sundaram Independent 2 No - - -
Balasubramanian* Director
DIN: 02849971
Vivek Chawla Whole Time 3 Yes 2 - 1 -
DIN: 02696336 Director & CEO

(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

*Ceased to be Director w.e.f. July 21, 2020


® These shares were transferred to NVCL on July 14, 2020

298
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

Jayakumar Managing 5 N.A 2 - - -

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

299
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.

300
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;

d. Significant adjustments made in the financial (xvi)


Discuss with statutory auditors before the audit
statements arising out of audit findings; commences, about the nature and scope of audit as well
as post-audit to ascertain any area of concern.
e. Compliance with listing and other legal requirements
relating to financial statements; (xvii) Look into the reasons for substantial defaults in the
payment to depositors, debenture holders, shareholders
f. Disclosure of any related party transactions; and (in case of non-payment of declared dividends) and
creditors.
g. Modified opinion(s) in the draft audit report.
(xviii) Recommend to the Board, the appointment and
(v) Review with the management, the quarterly, half-yearly
removal of the external auditor, fixation of audit fees and
and annual financial statements before submission to
approval for payment for any other services.
the Board for approval.
(xix) Review the functioning of the whistle blower mechanism;
(vi) Review with the management, the statement of uses/
application of funds raised through an issue (public (xx) Oversee the vigil mechanism established by the Company,
issue, rights issue, preferential issue, etc.), the statement with the chairman of the Audit Committee directly
of funds utilized for purposes other than those stated in hearing grievances of victimization of employees and
the offer document/prospectus/notice and the report directors, who used vigil mechanism to report genuine
submitted by the monitoring agency monitoring the concerns in appropriate and exceptional cases.
utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the Board of (xxi) Approve the appointment of chief financial officer (i.e.
Directors of the Company ( “Board”) to take up steps in the whole-time finance Director or any other person
this matter. heading the finance function or discharging that
function) after assessing the qualifications, experience
(vii) Review and monitor the auditor’s independence and and background, etc. of the candidate.
performance, and effectiveness of the audit process.
(xxii) The Audit Committee shall mandatorily review the
(viii) Approval of any subsequent modification of transactions following information:
of the Company with related parties and omnibus
approval for related party transactions proposed to be a. Management discussion and analysis of financial
entered into by the Company, subject to the conditions condition and results of operations;
as may be prescribed.
b. Statement of significant related party transactions
(ix) Scrutinize inter-corporate loans and investments. (as defined by the Audit Committee), submitted by
management;
(x) Valuation of undertakings or assets of the Company,
wherever it is necessary. c. Management letters / letters of internal control
weaknesses issued by the statutory auditors;
(xi) Evaluate internal financial controls and risk management
systems. d. Internal audit reports relating to internal control
weaknesses;
(xii) Review with the management, performance of statutory
and internal auditors and adequacy of the internal e. The appointment, removal and terms of
control systems. remuneration of the chief internal auditor; and

301
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.

Post-Acquisition (iii) Devising a policy on Board diversity.

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.

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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.

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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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)


COMMITTEE CODE OF BUSINESS CONDUCT

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.

GENERAL BODY MEETINGS

Annual General Meetings:

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:

Meeting Date and Time Venue Special Resolutions passed

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)

Extra-Ordinary General Meeting:

2 (Two) Extra-Ordinary General Meetings were convened during the year under review for the purpose as detailed below:

Date and Time Venue Special Resolutions passed

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

GENERAL SHAREHOLDER INFORMATION

a. 14th Annual General Meeting

Day and Date Monday, 05.07. 2021


Venue In accordance with the General Circular issued by the MCA on May 5, 2020 read together with
circulars dated April 8, 2020, April 13, 2020 and January 13, 2021, the Annual General Meeting
(“AGM”) will be held through VC/ OAVM
The deemed venue for the AGM:
Equinox Business Park, Tower – 3, East Wing, 4th Floor, LBS Marg, Kurla (West) Mumbai – 400 070
Time 03.30 p.m.

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.

c. Share Transfer System

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

Equity Shares (Unlisted) INE973U01018

d. Credit Ratings obtained by the Company

The details of Credit Ratings obtained by the Company have been disclosed in the Board’s Report which forms part of this
Annual Report.

e. Investor Helpdesk & Registrar and Share Transfer Agent

For any grievances/complaints/correspondence, the Members may contact at the following addresses:

KFin Technologies Private Limited NU Vista Limited

CIN: U72400TG2017PTC117649 CIN: U26940MH2007PLC353160


Mr. Sujit Kundu Ms. Nupur Burman
Regional Head - Corporate Registry Company Secretary
Address: Address:
Selenium, Tower B, Plot No- 31 & 32, Financial District, Equinox Business Park, Tower – 3, East Wing, 4th Floor, LBS
Nanakramguda, Serilingampally Mandal, Marg, Kurla (West) Mumbai – 400070
Hyderabad - 500 032, Telangana.
Tel: +91 90070 05102 Tel: 033-40923114
Email:sujit.kundu@kfintech.com E-mail: nupur.burman@nuvoco.com
Website: https://www.kfintech.com/ Website: www.nuvoco.com

f. Shareholding Pattern as on March 31, 2021

Category of shareholders Number of equity shares % to Share Capital

Promoter - Body Corporate* 24,20,75,000 100


Promoter - Individual - -
Total 24,20,75,000 100

* 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

DISCLOSURES c. Disclosure of Accounting Treatment:

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

to make a net positive contribution to nature by minimizing Development of a Green Belt:


the environmental footprint while maximizing the value
created for all the stakeholders. The Company has framed Company’s endeavour has been to develop a green belt in
an Environmental Policy through which every employee and around all its plants, and in the process it has also
and officer of the Company participates in the Company’s worked closely with local government authorities to facilitate
efforts and commitment by complying with the applicable the same. Over 25,000 trees were planted under HARIYAR
regulations and the framed policy. An overview of the green CHHATTISGARH Campaign. An area of approx. 39.6 hectare
initiatives has been provided below: at Risda and 10 acres at Jajpur Cement Plant have been
converted to green belt area. Over 18,000 saplings were
Water Conservation and Rainwater Harvesting (RWH): planted across all plant premises.

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

Independent Auditor’s Report


To the Members of
NU Vista Limited (Formerly Emami Cement Limited)

Report on the Audit of the Financial Statements Basis for Opinion

Opinion We conducted our audit in accordance with the Standards


on Auditing (SAs) specified under section 143(10) of the
We have audited the financial statements of NU Vista Limited Act. Our responsibilities under those Standards are further
(Formerly Emami Cement Limited) (“the Company”), which described in the Auditor’s Responsibilities for the Audit
comprise the Balance Sheet as at March 31, 2021, and the of the Financial Statements section of our report. We are
Statement of Profit and Loss and Other Comprehensive independent of the Company in accordance with the Code
Income, Statement of Changes in Equity and Statement of of Ethics issued by the Institute of Chartered Accountants
Cash Flows for the year then ended, and notes to the financial of India (ICAI) together with the ethical requirements that
statements, including a summary of significant accounting are relevant to our audit of the financial statements under
policies and other explanatory information. the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance
In our opinion and to the best of our information and
with these requirements and the Code of Ethics. We believe
according to the explanations given to us, the aforesaid
that the audit evidence we have obtained is sufficient and
financial statements give the information required by the
appropriate to provide a basis for our opinion.
Companies Act, 2013 (“the Act’) in the manner so required
and give a true and fair view in conformity with the Indian Key Audit Matters
Accounting Standards prescribed under section 133 of the
Act read with Companies (Indian Accounting Standards) Key audit matters are those matters that, in our professional
Rules, 2015 as amended and other accounting principles judgment, were of most significance in our audit of the
generally accepted in India, of the state of affairs of the financial statements of the current period. These matters
Company as at March 31, 2021, and its loss and other were addressed in the context of our audit of the financial
comprehensive income, changes in equity and its cash flows statements as a whole, and in forming our opinion thereon,
for the year ended on that date. and we do not provide a separate opinion on these matters.

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.

6. Verified that the amount of claim accrued and recorded


in the financial statements are appropriate.
2 Revenue Recognition: Discounts and Rebates Our audit procedures in respect of this area included:

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.

4. Evaluated the legal opinion obtained by the


management from external lawyers for significant
litigations. Assess the decisions and rationale with
respect to provisions made in the books of account,
disclosed as contingent liability or cases which are
remote and do not warrant any disclosure.

5. Reviewed minutes of board meetings and held regular


meetings with management and legal head in this
regard.

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

Annexure A to the Independent Auditor’s Report


on even date on the Financial Statements of NU Vista Limited (Formerly Emami Cement Limited)

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

Annexure B to Independent Auditors’ Report


of even date on the Financial Statements of NU Vista Limited (formerly Emami Cement Limited) for the year ended March 31, 2021
[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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

315
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:

Amount Period to which


Nature of Forum where
Name of the statute (Rs. in the amount Remarks, if any
dues dispute is pending
crores) relates

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.

316
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

317
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Annexure C to Independent Auditors’ Report


of even date on the Financial Statements of NU Vista Limited (formerly Emami Cement Limited)
[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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.

For MSKA & Associates


Opinion Chartered Accountants
ICAI Firm Registration No. 105047W
In our opinion, the Company has, in all material respects,
internal financial controls with reference to financial
statements and such internal financial controls with Puneet Agarwal
reference to financial statements were operating effectively Partner
as at March 31, 2021, based on the internal control with Place: Kolkata Membership No. 064824
reference to financial statements criteria established by the Date: 14th May, 2021 UDIN: 21064824AAAABL9951

319
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

The accompanying notes form an integral part of the financial statements


As per our report of even date attached.
For, MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number: 105047W
Jayakumar Krishnaswamy Shruta Sanghavi
Managing Director Director
DIN 02099219 DIN 08803625

(Puneet Agarwal) Rajiv Ranjan Thakur Nupur Burman


Partner Chief Financial Officer Company Secretary
Membership No: 064824 ACS A34221

Place: Kolkata
Date: 14th May, 2021

320
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Statement of Profit & Loss


for the year ended 31st March, 2021
H in Crore
Note For the year ended For the year ended
Particulars
No. 31st March, 2021 31st March, 2020

(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)

(X) Other comprehensive income


(i) Items that will not be reclassified to profit and loss
- Remeasurement of defined benefit plan (0.13) (0.53)
- Income Tax effect related to above 35 - 0.19
Other comprehensive income for the year (0.13) (0.34)

(XII) Total Comprehensive Income for the year (X+XI) (42.34) (155.45)
(Comprising (Loss) and Other Comprehensive Income for the year)

(XIII)Earning per Equity Share of J 10 each (in J) (Not Annualised)


(i) Basic 36 (1.74) (6.41)
(ii) Diluted (1.74) (6.41)
Significant Accounting Policies 1

The accompanying notes form an integral part of the financial statements


As per our report of even date attached.
For, MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number: 105047W
Jayakumar Krishnaswamy Shruta Sanghavi
Managing Director Director
DIN 02099219 DIN 08803625

(Puneet Agarwal) Rajiv Ranjan Thakur Nupur Burman


Partner Chief Financial Officer Company Secretary
Membership No: 064824 ACS A34221

Place: Kolkata
Date: 14th May, 2021

321
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Statement of Cash Flows


for the year ended 31st March 2021
(All amounts are in H crore, unless otherwise stated)

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

A. Cash flow from operating activities:


(Loss) before tax (42.21) (36.70)
Adjustments for:
Depreciation and Amortisation Expense 194.64 149.08
Finance cost 304.43 278.51
Finance income (2.38) (5.15)
Foreign exchange (gain) or loss (0.37) (1.52)
Provision for doubtful receivables and advances 1.79 -
Profit on sale of Investment (net) (0.09) -
Gain on fair value of investments carried at fair value through profit and loss (0.02) (0.15)
Operating profit before working capital adjustments 455.79 384.07

Adjustments for working capital :


Decrease in Trade receivables 21.56 4.62
Decrease in Inventories 49.14 28.97
(Increase) in financial assets (93.77) (65.66)
(Increase) in current assets (8.72) 44.88
Decrease in non-current assets 2.83 14.59
Increase in Trade payables 46.17 7.95
Increase in financial liability 19.19 19.59
Increase in current liabilities 131.21 (57.84)
(Decrease) in Provisions (83.34) 4.22
Cash flow from/(used in) operating activities before taxes 540.06 385.39
Income tax refund 1.42 0.32
Net cash flow from operating activities (A) 541.48 385.71

B. Cash flow from investing activities:


Purchase of Property plant & equipment (65.46) (189.68)
Loans (given) / repaid to Bodies Corporate - 29.58
Proceeds from sale of Property plant & equipment - 0.01
(Purchase) / Sale of current Investments (73.92) 0.15
Maturity of fixed deposits 31.19 0.67
Finance income received 3.00 4.98
Net cash (used in) investing activities (B) (105.19) (154.29)

C. Cash flow from financing activities:


Finance cost on long term borrowings paid (270.15) (227.70)
Finance cost on lease liabilities paid (2.43) (2.92)
Finance cost other than long term borrowings and lease liabilities paid (17.78) (25.22)
Repayment of Long-term borrowings (1,060.18) (1,834.87)
Proceeds from Long-term borrowings 954.30 1,712.88
Principal payment of lease liabilities (11.96) (12.59)
Proceeds / (Repayment) from / of Short term borrowings 1.47 24.92
Net cash (used in) financing activities (C) (406.73) (365.50)

Net increase/(decrease) in cash and cash equivalents ( A+B+C ) 29.56 (134.08)

322
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Statement of Cash Flows


for the year ended 31st March 2021
(All amounts are in H crore, unless otherwise stated)

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

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

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Opening balance 2,994.48 3,089.15


Non cash movement
- Accrual of interest 284.21 255.01
Cash movement
- Further borrowings 950.01 1,712.88
- Principal repayment 1,060.18 1,834.87
- Interest payment 270.15 227.70
Closing Balance 2,898.37 2,994.48

The accompanying notes form an integral part of the financial statements


As per our report of even date attached.
For, MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number: 105047W
Jayakumar Krishnaswamy Shruta Sanghavi
Managing Director Director
DIN 02099219 DIN 08803625

(Puneet Agarwal) Rajiv Ranjan Thakur Nupur Burman


Partner Chief Financial Officer Company Secretary
Membership No: 064824 ACS A34221

Place: Kolkata
Date: 14th May, 2021

323
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Statement of Changes in Equity


for the year ended 31st March 2021
(All amounts are in H crore, unless otherwise stated)

A. Equity Share Capital


For the year ended 31st March, 2021

Balance as at 31st March, 2020 Changes in Equity Share Capital during the year Balance as at 31st March, 2021

242.08 - 242.08

For the year ended 31st March, 2020

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

Reserve and Surplus Total equity


attributable to
Particulars Securities Retained equity share
Premium Earnings holders of the
company

Balance as at 31st March, 2019 568.16 (165.14) 403.02


Profit/(Loss) for the period - (155.11) (155.11)
Other comprehensive income/(loss) for the period - (0.34) (0.34)
Total comprehensive income - (155.45) (155.45)
Balance as at 31st March, 2020 568.16 (320.59) 247.57
Profit/(Loss) for the year - (42.21) (42.21)
Other comprehensive income/(loss) for the year - (0.13) (0.13)
Total comprehensive income - (42.34) (42.34)
Balance as at 31st March, 2021 568.16 (362.93) 205.23

As per our report of even date attached.


For, MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number: 105047W

Jayakumar Krishnaswamy Shruta Sanghavi


Managing Director Director
DIN 02099219 DIN 08803625

(Puneet Agarwal) Rajiv Ranjan Thakur Nupur Burman


Partner Chief Financial Officer Company Secretary
Membership No: 064824 ACS A34221

Place: Kolkata
Date: 14th May, 2021

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Company Information i. In the principal market for the asset or liability, or

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:

325
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


For the purpose of fair value disclosures, the Company (d) Property, plant and equipment (PPE)
has determined classes of assets and liabilities on the Recognition
basis of the nature, characteristics and risks of the
asset or liability and the level of the fair value hierarchy Property, plant and equipment are stated at cost
as explained above. less accumulated depreciation/amortization and
impairment, if any. Freehold land is disclosed at cost
This note summarizes accounting policy for fair value. less impairment, if any. Other items of property, plant
Other fair value related disclosures are given in the and equipment are stated at acquisition cost less
relevant notes. depreciation and impairment if any. Cost comprises of
acquisition price and directly attributable expenditure
• Disclosures for valuation methods, significant
incurred for bringing the asset to its working condition
estimates and assumptions
for its intended use (net of credit availed, if any).
• Financial instruments
Such cost includes the cost of replacing part of the
(c) Current versus non-current classification property, plant and equipment and borrowing costs for
long-term construction projects if the recognition criteria
The Company presents assets and liabilities in the balance
are met. When significant parts of property, plant and
sheet based on current/ non-current classification. An
equipment are required to be replaced at intervals, the
asset is treated as current when it is:
Company depreciates them separately based on their
• Expected to be realised or intended to be sold or specific useful lives. Likewise, when a major inspection is
consumed in normal operating cycle performed, its cost is recognised in the carrying amount
of the property, plant and equipment as a replacement
• Expected to be realised within twelve months after if the recognition criteria are satisfied. All other repair
the reporting period, or and maintenance costs are recognised in statement
• Cash or cash equivalent unless restricted from being of profit or loss as incurred. The present value of the
exchanged or used to settle a liability for at least expected cost for the decommissioning of an asset after
twelve months after the reporting period its use is included in the cost of the respective asset if
the recognition criteria for a provision are met.
All other assets are classified as non-current.
Material items such as spare parts, stand-by equipment
A liability is current when: and service equipment are classified as PPE when they
meet the definition of PPE as specified in Ind AS 16 –
• It is expected to be settled in normal operating cycle
Property, Plant and Equipment.
• It is due to be settled within twelve months after the
reporting period, or Capital work in progress (‘CWIP’) is stated at cost,
net of accumulated impairment losses, if any. All the
• There is no unconditional right to defer the direct expenditure related to implementation including
settlement of the liability for at least twelve months incidental expenditure incurred during the period of
after the reporting period implementation of a project, till it is commissioned, is
accounted as CWIP and after commissioning the same is
The Company classifies all other liabilities as non-
transferred/ allocated to the respective item of Property,
current.
plant and equipment.
Deferred tax assets and liabilities are classified as non-
De-recognition
current assets and liabilities.
An item of property, plant and equipment and any
The operating cycle is the time between the acquisition
significant part initially recognised is derecognized
of assets for processing and their realisation in cash and
upon disposal or when no future economic benefits are
cash equivalents. The Company has identified twelve
expected from its use. Any gain or loss arising on de-
months as its operating cycle.

326
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


recognition of the asset (calculated as the difference depreciable amount of PPE over its useful life and is
between the disposal proceeds and the net carrying provided on a straight-line basis over the useful lives as
amount of the asset) is recognised in the statement of prescribed in Schedule II to the Act or determined based
profit and loss. on technical parameters/assessment.

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.

327
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


Intangible assets with finite lives are amortised over the asset’s recoverable amount is the higher of an asset’s
useful economic life or units of production method and or cash-generating unit’s (CGU) fair value less costs of
assessed for impairment whenever there is an indication disposal and its value in use. Recoverable amount is
that the intangible asset may be impaired. determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent
The amortisation period and the amortisation method of those from other assets or groups of assets. When
for an intangible asset with a finite useful life are the carrying amount of an asset or CGU exceeds its
reviewed at least at the end of each reporting period. recoverable amount, the asset is considered impaired
Changes in the expected useful life or the expected and is written down to its recoverable amount.
pattern of consumption of future economic benefits
embodied in the asset are considered to modify the In assessing value in use, the estimated future cash
amortisation period or method, as appropriate, and flows are discounted to their present value using a
are treated as changes in accounting estimates. The pre-tax discount rate that reflects current market
amortisation expense on intangible assets with finite assessments of the time value of money and the risks
lives is recognised in the statement of profit and loss specific to the asset. In determining fair value less costs
unless such expenditure forms part of carrying value of of disposal, recent market transactions are taken into
another asset. account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations
Amortisation methods and useful life are corroborated by valuation multiples, quoted share
prices for publicly traded companies or other available
The Company amortises mining rights based on
fair value indicators.
extraction of limestone from mines but restricted upto
the lease period. Software licenses with a finite useful The Company bases its impairment calculation on
life are amortised using the straight line method over the detailed budgets and forecast calculations, which are
period 6 years. prepared separately for each of the Company’s CGUs to
which the individual assets are allocated. These budgets
Gains or losses arising from de-recognition of an
and forecast calculations generally cover a period of
intangible asset are measured as the difference between
five years. For longer periods, a long-term growth rate is
the disposal proceeds and the net carrying amount of
calculated and applied to project future cash flows after
the asset and are recognised in the statement of profit
the fifth year.
or loss when the asset is derecognised.
To estimate cash flow projections beyond periods covered
(g) Expenditure during construction period
by the most recent budgets/forecasts, the Company
Expenditure/ Income during construction period extrapolates cash flow projections in the budget using
(including financing cost related to borrowed funds a steady or declining growth rate for subsequent years,
for construction or acquisition of qualifying PPE) is unless an increasing rate can be justified. In any case,
included under Capital Work-in-Progress, and the same this growth rate does not exceed the long-term average
is allocated to the respective PPE on the completion of growth rate for the market in which the asset is used.
their construction. Advances given towards acquisition
Impairment losses of continuing operations, including
or construction of PPE outstanding at each reporting
impairment on inventories, are recognised in the
date are disclosed as Capital Advances under “Other
statement of Profit and Loss, except for properties
non-current Assets”.
previously revalued with the revaluation surplus taken to
(h) Impairment of Non-financial assets OCI. For such properties, the impairment is recognised
in OCI up to the amount of any previous revaluation
The Company assesses, at each reporting date, whether surplus.
there is an indication that a non-financial asset may
be impaired. If any indication exists, or when annual After impairment, depreciation is provided on the revised
impairment testing for an asset is required, the carrying amount of the asset over its remaining useful
Company estimates the asset’s recoverable amount. An life.

328
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


The impairment assessment for all assets is made at of a qualifying asset are capitalised during the period of
each reporting date to determine whether there is an time that is required to complete and prepare the asset
indication that previously recognised impairment losses for its intended use or sale and borrowing costs are being
no longer exist or have decreased. If such indication incurred. Qualifying assets are assets that necessarily
exists, the Company estimates the asset’s or CGU’s take a substantial period of time to get ready for their
recoverable amount. A previously recognised impairment intended use or sale.
loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable Investment income earned on the temporary investment
amount since the last impairment loss was recognised. of specific borrowings pending their expenditure on
The reversal is limited so that the carrying amount of qualifying assets is deducted from the borrowing costs
the asset does not exceed its recoverable amount, eligible for capitalisation. Other borrowing costs are
nor exceed the carrying amount that would have been expensed in the period in which they are incurred.
determined, net of depreciation, had no impairment
(k) Government grant
loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit or loss. Grants from the government are recognised at their fair
value where there is a reasonable assurance that the
(i) Inventories
grant will be received and the Company will comply with
Inventories are valued as follows: all attached conditions there to.
Raw materials, fuel, stores and spare parts and packing
materials: Government grants relating to business operations are
recognised as income in the statement of profit or loss
Valued at lower of cost and net realisable value (NRV). over the period to which it relates and presented as other
However, these items are considered to be realisable operating income.
at cost, if the finished products, in which they will be
used, are expected to be sold at or above cost. Cost is Government grants relating to purchase of property,
determined on weighted average basis. plant and equipment are recognised as income in the
statement of profit or loss account in equal amounts
Finished goods and Work-in- progress (WIP): over the expected useful life of the asset to which it
relates and presented as other operating income.
Valued at lower of cost and net realisable value (NRV). Cost
of Finished goods and WIP includes cost of raw materials, Government grants receivable are disclosed under
cost of conversion and other costs incurred in bringing the financial assets.
inventories to their present location and condition. Cost of
inventories is computed on weighted average basis. (l) Provisions, contingent liabilities and contingent assets

Traded Goods Provisions are recognised when the Company has a


present legal or constructive obligation as a result of
Cost of Traded goods includes cost of purchase and past events, it is probable that an outflow of resources
other costs incurred in bringing the inventories to their will be required to settle the obligation and the amount
present location and condition. Cost is determined on can be reliably estimated. Provisions are not recognised
weighted average basis. for future operating losses.

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

329
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


A present obligation that arises from past events where All transactions in foreign currency are translated into
it is either not probable that an outflow of resources will the functional currency using the exchange rates at the
be required to settle or a reliable estimate of the amount dates of the transactions.
cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also disclosed when there is a At each balance sheet date, foreign currency monetary
possible obligation arising from past events, the existence assets and liabilities are translated at the functional
of which will be confirmed only by the occurrence or non currency using the foreign exchange rate at the
-occurrence of one or more uncertain future events not reporting date. Foreign exchange gains and losses
wholly within the control of the Company. resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities
Claims against the Company where the possibility of denominated in foreign currencies at year end exchange
any outflow of resources in settlement is remote, are not rates are generally recognised in profit or loss.
disclosed as contingent liabilities.
Non monetary items that are measured in terms of
Contingent assets are not recognised in the financial historical cost in a foreign currency are translated using
statements since this may result in the recognition of the exchange rates at the dates of the initial transaction.
income that may never be realised. However, when the
realisation of income is virtually certain, then the related Foreign exchange differences regarded as an adjustment
asset is not a contingent asset and is recognised. to borrowing costs are presented in the statement of
profit and loss, within finance costs. All other foreign
(m) Mining restoration provision exchange gains and losses are presented in the
statement of profit and loss on a net basis within other
An obligation for restoration, rehabilitation and gains/ (losses).
environmental costs arises when environmental
disturbance is caused by the development or ongoing (o) Revenue recognition
extraction from mines. Costs arising from restoration at Sale of goods
closure of the mines and other site preparation work are
provided for based on their discounted net present value, Revenue from contracts with customers is recognised
with a corresponding amount being capitalised at the start when control of the goods or services are transferred to
of each project. The amount provided for is recognised, the customer at an amount that reflects the consideration
as soon as the obligation to incur such costs arises. These to which the Company expects to be entitled in exchange
costs are charged to the Statement of Profit and Loss over for those goods or services. Revenue is measured at the
the life of the operation through the depreciation of the fair value of the consideration received or receivable,
asset and the unwinding of the discount on the provision. net of returns, discounts, volume rebates, and goods
The cost are reviewed periodically and are adjusted to and service tax. The Company recognises revenue when
reflect known developments which may have an impact on the amount of revenue can be reliably measured, it is
the cost or life of operations. The cost of the related asset probable that future economic benefits will flow to the
is adjusted for changes in the provision due to factors Company regardless of when the payment is being
such as updated cost estimates, new disturbance and made.
revisions to discount rates. The adjusted cost of the asset
is depreciated prospectively over the lives of the assets to Revenue from sale of products is recognized when the
which they relate. The unwinding of the discount is shown Company transfers the control of goods to the customer
as a finance cost in the Statement of Profit and Loss. as per the terms of contract. The Company considers
whether there are other promises in the contract that are
(n) Foreign currency transactions separate performance obligations to which a portion of
the transaction price needs to be allocated.
The financial statements are presented in Indian Rupees
which is the functional currency of the company and the In the context of the sale of the products, separate
currency of the primary economic environment in which performance obligations may arise from freight and
the company operates. All values are rounded to the transport services as well as from services directly related
nearest crores, except otherwise indicated. to the sale of the products. These services are generally

330
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


performed at the time that the control of the products The lease liability is subsequently increased by the
is transferred. In determining the transaction price, the interest cost on the lease liability and decreased by lease
Company considers the effects of variable consideration payments made. It is remeasured when there is a change
such as discounts, volume rebates, or other contractual in future lease payments arising from a change in the
price reductions, the existence of significant financing estimate of the amount of lease expected to be payable.
component, non-cash considerations and consideration
payable to the customer (if any). However, variable (q) Income tax
consideration is only included if it is highly probable
The income tax expense or credit for the period is the tax
that a significant reversal of revenue will not occur once
payable on the current period’s taxable income based
the uncertainty related to the variable consideration is
on the applicable income tax rate for each jurisdiction
resolved.
adjusted by changes in deferred tax assets and liabilities
Finance Income (including MAT) attributable to temporary differences
and to unused tax losses.
For all debt instruments measured either at amortised
cost or at fair value through other comprehensive Deferred income tax is provided in full, using the liability
income, interest income is recorded using the effective method, on temporary differences arising between the
interest rate (EIR). EIR is the rate that exactly discounts tax bases of assets and liabilities and their carrying
the estimated future cash payments or receipts over the amounts in the financial statements. Deferred income
expected life of the financial instrument or a shorter tax is determined using tax rates (and laws) that have
period, where appropriate, to the gross carrying amount been enacted or substantially enacted by the end of
of the financial asset or to the amortised cost of a the reporting period and are expected to apply when
financial liability. the related deferred income tax asset is realised or the
deferred income tax liability is settled.
When calculating the effective interest rate, the Company
estimates the expected cash flows by considering Deferred tax assets are recognised for all deductible
all the contractual terms of the financial instrument temporary differences and unused tax losses only if it is
(for example, prepayment, extension, call and similar probable that future taxable amounts will be available to
options) but does not consider the expected credit utilise those temporary differences and losses. Deferred
losses. Interest income is included in finance income in tax assets are reviewed at each reporting date and are
the statement of profit and loss account. reduced to the extent that it is no longer probable.

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.

331
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


(r) Cash and cash equivalents • contractual terms of the financial asset give rise
on specified dates to cash flows that are solely
For the purpose of presentation in the statement of payments of principal and interest on the principal
cash flows, cash and cash equivalents includes cash amount outstanding.
on hand, other short term, highly liquid investments
with original maturities of three months or less (except After initial measurement, such financial assets are
the instruments which are pledged) that are readily subsequently measured at amortised cost using the
convertible to known amounts of cash and which are effective interest rate (EIR) method. Amortised cost
subject to an insignificant risk of changes in value. is calculated by taking into account any discount or
premium on acquisition and fees or costs that are
(s) Trade receivables integral part of the EIR.

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:

332
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


1. The 12 months expected credit losses (expected Financial liabilities (including borrowings and trade and
credit losses that result from those default events on other payables) are subsequently measured at amortised
the financial instrument that are possible within 12 cost using the effective interest method.
months of reporting date); or
The effective interest method is a method of calculating
2. Full life time expect credit losses (expected credit the amortised cost of a financial liability and of allocating
losses that result from all possible default events interest expense over the relevant period.
over the life of the financial instrument).
The effective interest rate is the rate that exactly
The Company follows ‘simplified approach’ for recognition discounts estimated future cash payments (including all
of impairment loss allowance on trade receivables. Under fees and points paid or received that form an integral
the simplified approach, the Company does not track part of the effective interest rate, transaction costs and
changes in credit risk. Rather, it recognises impairment other premiums or discounts) through the expected life
loss allowance based on lifetime ECLs at each reporting of the financial liability, or (where appropriate) a shorter
date, right from its initial recognition. period, to the net carrying amount on initial recognition.

The Company uses a provision matrix to determine Financial Liabilities at FVTPL


impairment loss allowance on the portfolio of trade
receivables. The provision matrix is based on its Financial liabilities are classified as at FVTPL when the
historically observed default rates over the expected financial liability is held for trading or are designated
life of the trade receivable and is adjusted for forward upon initial recognition as FVTPL:
looking estimates. At every reporting date, historical
Gains or Losses on liabilities held for trading are
observed default rates are updated and changes in the
recognised in the Statement of Profit and Loss.
forward-looking estimates are analysed.
Derecognition of financial liabilities
For recognition of impairment on other financial assets
and risk exposure, the company determines that whether A financial liability is derecognised when the obligation
there has been a significant increase in the credit risk specified in the contract is discharged, cancelled or
since initial recognition. If credit risk has not increased expires.
significantly, 12 month ECL is used to provide for
impairment loss. However, if credit risk has increased Offsetting financial instruments
significantly, lifetime ECL is used. If, in a subsequent
Financial assets and liabilities are offset and the net
period, credit quality of the instrument improves such that
amount is reported in the balance sheet where there
there is no longer a significant increase in credit risk since
is a legally enforceable right to offset the recognised
initial recognition, then the entity reverts to recognising
amounts and there is an intention to settle on a net basis
impairment loss allowance based on 12 month ECL.
or realise the asset and settle the liability simultaneously.
Derecognition of financial assets
(u) Employee benefits
The Company derecognises a financial asset when the (i) Short term obligations
contractual rights to the cash flows from the financial
asset expire, or it transfers the contractual rights to Liabilities for wages and salaries, including non-
receive the cash flows from the asset. monetary benefits that are expected to be settled
wholly within 12 months after the end of the period
Financial Liabilities in which the employees render the related service are
Initial recognition and subsequent measurement recognised in respect of employees’ services up to
the end of the reporting period and are measured at
Financial liabilities are initially recognised at the the amounts expected to be paid when the liabilities
amortised cost, they are classified as fair value through are settled. The liabilities are presented as current
profit and loss. In case of trade payables, they are employee benefits obligations in the balance sheet
initially recognised at fair value.

333
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


(ii) Compensated absence (v) Segment reporting

Liability in respect of compensated absences An operating segment is a component of the Company


becoming due or expected to be availed within one that engages in business activities from which it may
year from the balance sheet date is recognised on the earn revenues and incur expenses, whose operating
basis of undiscounted value of estimated amount results are regularly reviewed by the Company’s chief
required to be paid or estimated value of benefit operating decision maker to make decisions for which
expected to be availed by the employees. Liability discrete financial information is available. Based
in respect of compensated absences becoming due on the management approach as defined in Ind AS
or expected to be availed more than one year after 108, the chief operating decision maker evaluates
the balance sheet date is estimated on the basis of the Company’s performance and allocates resources
an actuarial valuation performed by an independent based on an analysis of various performance indicators
actuary using the projected unit credit method. by business segments and geographic segments.
The Company presents the entire leave as a current
(w) Trade and other payables
liability in the balance sheet, since it does not have
an unconditional right to defer its settlement for These amounts represent liabilities for goods and services
12 months after the reporting date. provided to the Company prior to the end of financial year
which are unpaid. The amounts are unsecured and are
(iii) Post-employment obligations
usually paid within the credit period allowed. Trade and
The liability or asset recognised in the balance sheet other payables are presented as current liabilities unless
in respect of defined benefit gratuity plans is the payment is not due within 12 months after the reporting
present value of the defined benefit obligations at period. Long term trade payables are recognised initially at
the end of the reporting period. The defined benefit their fair value and subsequently measured at amortised
obligation is calculated annually by actuaries using cost using the effective interest method.
the projected unit credit method. (x) Borrowings

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.

Borrowings are classified as current liabilities unless the


The Company pays provident fund contributions
Company has an unconditional right to defer settlement
to publicly administered provident funds as per
of the liability for at least 12 months after the reporting
local regulations. The Company has not further
period. Where there is a breach of a material provision
payment obligations once the contributions have
of a long-term loan arrangement on or before the end
been paid. The contributions are accounted for as
of the reporting period with the effect that the liability
defined contribution plans and the contributions are
becomes payable on demand on the reporting date, the
recognised as employee benefit expense when they
entity does not classify the liability as current, if the
are due. Prepaid contributions are recognised as an
lender agreed, after the reporting period and before the
asset to the extent that a cash refund or reduction in
approval of the financial statements for issue, not to
the future payments is available.
demand payment as a consequence of the breach.

334
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note: 1 Significant accounting policies (Contd..)


(y) Measurement of EBITDA (ii) Diluted earnings per share

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.

(i) Basic earnings per share (aa) Rounding off

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)

Note-2a. Property, Plant and Equipment

Freehold Land Mining Plant and Furniture and Office


Description Buildings Vehicles Total
(Refer note (a)) Development Equipment Fixtures Equipment

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-2b. Right of use asset

Land - Plant &


Description Building Total
Leasehold Machinery

Cost as at 1st April, 2019 71.25 - - 71.25


Additions 0.55 7.75 19.80 28.10
Disposals/adjustments (1.59) - (1.59)
Cost as at 31st March, 2020 (A) 71.80 6.16 19.80 97.76
Additions - 5.73 6.70 12.43
Disposals/adjustments - (7.95) - (7.95)
Cost as at 31st March, 2021 (C) 71.80 3.94 26.50 102.24
Accumulated amortisation as at 1st April, 2019 3.24 - - 3.24
Amortisation for the year 0.84 3.54 6.68 11.06
Disposals/adjustments - (1.38) - (1.38)
Accumulated amortisation as at 31st March, 2020 (B) 4.08 2.16 6.68 12.92
Amortisation for the year 0.87 2.15 10.02 13.04
Disposals/adjustments - (3.05) - (3.05)
Accumulated depreciation as at 31st March, 2021 (D) 4.95 1.26 16.70 22.91
Net carrying amount as at 31st March, 2020 (A) - (B) 67.72 4.00 13.12 84.84
Net carrying amount as at 31st March, 2021 (C) - (D) 66.85 2.68 9.80 79.33

Note

(a) Freehold land includes land being used for mining purposes. Below is the movement summary:-

Freehold Land
Description
(Refer note (a))

Cost as at 1st April, 2019 125.95


Additions /adjustments -
Disposals/adjustments -
Cost as at 31st March, 2020 (A) 125.95
Additions /adjustments 4.55
Disposals/adjustments -
Cost as at 31st March, 2021 (C) 130.50
Accumulated depreciation as at 1st April, 2019 -
Depreciation for the year -
Disposals/adjustments -
Accumulated depreciation as at 31st March, 2020 (B) -
Depreciation for the year 8.21
Disposals/adjustments -
Accumulated depreciation as at 31st March, 2021 (D) 8.21
Net carrying amount as at 31st March, 2020 (A) - (B) 125.95
Net carrying amount as at 31st March, 2021 (C) - (D) 122.29

337
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

3a. Capital Work -in- Progress


As at 1st Disposals/ As at 31st
Description Additions
April, 2020 Adjustments March, 2021

Assets under construction 113.86 9.53 24.95 98.44


Pre-operative pending allocation (Refer note 47) 155.06 22.93 1.47 176.52
Total 268.92 32.46 26.42 274.96

As at 1st Disposals/ As at 31st


Description Additions
April, 2019 Adjustments March, 2020

Assets under construction 517.02 100.84 504.00 113.86


Pre-operative pending allocation (Refer note 47) 181.52 60.36 86.82 155.06
Total 698.54 161.20 590.82 268.92

3b. Intangible assets under development

As at 1st Disposals/ As at 31st


Description Additions
April, 2020 Adjustments March, 2021

Intangible assets under development 4.18 0.19 - 4.37


Total 4.18 0.19 - 4.37

As at 1st Disposals/ As at 31st


Description Additions
April, 2019 Adjustments March, 2020

Intangible assets under development 4.18 - - 4.18


Total 4.18 - - 4.18

(i) Contractual obligations


Refer note 38 (a) for disclosure of contractual capital commitments for the acquisition of property, plant and equipment.
(ii) Property Plant and Equipment pledged as security
Refer note 17 & 21 for information on property, plant and equipment hypothecated as security by the Company.
(iii) Capitalised borrowing cost
The borrowing costs capitalised during the year is Nil (P.Y. H 68.61 crores).
(iv) Capital work-in-progress
Capital work-in-progress of H 274.96 crores (P.Y. H 268.92 crores) mainly comprises under construction / development in
India.

Note-4. Intangible Assets

Description Mining Rights Softwares Total

Cost as at 1st April, 2019 24.07 8.28 32.35


Additions - 0.68 0.68
Cost as at 31st March, 2020 (A) 24.07 8.96 33.03
Additions - 0.21 0.21
Cost as at 31st March, 2021 (C) 24.07 9.17 33.24

338
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-4. Intangible Assets (Contd..)

Description Mining Rights Softwares Total

Accumulated amortisation as at 1st April, 2019 0.50 2.32 2.82


Amortisation for the year 0.51 1.25 1.76
Accumulated amortisation as at March, 2020 (B) 1.01 3.57 4.58
Amortisation for the year 1.46 1.29 2.75
Accumulated depreciation as at 31st March, 2021 (D) 2.47 4.86 7.33
Net carrying amount as at 31st March, 2020 (A) - (B) 23.06 5.39 28.45
Net carrying amount as at 31st March, 2021 (C) - (D) 21.60 4.31 25.91

Note-5. Current investments

Current
Particulars 31st March, 31st March,
2021 2020

Investment in Mutual Funds


Quoted, Fair Value through Profit and Loss
Kotak Liquid Fund Direct Plan Growth (44,491.73 units) (P.Y. Nil) 18.50 -
Nippon India Liquid fund Direct Plan Growth Plan Growth Option (LFAGG) 18.51 -
(36,775.10 units) (P.Y. Nil)
Axis Liquid Fund Direct Growth (CFDGG) (81,099.99 units) (P.Y. Nil) 18.53 -
ICICI Prudential Liquid Fund-Direct Plan-Growth (6,07,226.20 units) (P.Y. Nil) 18.50 -
Aggregate amount of Investment 74.04 -
Market Value of Investment 74.04
Book Value of Investment 74.02

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.

Note-6a. Loans and deposits (at amortised cost)

Non-current
Particulars 31st March, 31st March,
2021 2020

(Unsecured, considered good)


Security deposits
- Considered good 15.38 13.54
15.38 13.54

339
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-6b. Loans and deposits (at amortised cost)

Current
Particulars 31st March, 31st March,
2021 2020

(Unsecured, considered good)


Security deposits
- Considered good 4.85 2.73
- Deposit against appeal with statutory authority 10.39 0.20
15.24 2.93

Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.

Note-7a. Other financial assets

Non-current
Particulars 31st March, 31st March,
2021 2020

(Unsecured, considered good)


Industrial Promotional Assistance (Refer note 53) 202.37 125.96
Bank deposits for maturity more than 12 months* 2.31 3.15
204.68 129.11
*Fixed Deposits are pledged as margin money against bank guarantee given by the company.

Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.

Note-7b. Other financial assets

Current
Particulars 31st March, 31st March,
2021 2020

Interest receivable 0.21 0.83


Other receivables 3.21 -
3.42 0.83

Refer note 40 - Financial instruments for disclosure of fair values in respect of financial assets measured at amortised cost
and fair value.

Note-8. Deferred tax

Non-current
Particulars 31st March, 31st March,
2021 2020

Deferred tax liability arising on account of :


Difference in value of assets as per books and as per Income Tax 334.82 334.82
Others 7.39 7.39
Deferred tax asset arising on account of :
Unabsorbed Depreciation 421.07 421.07

340
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-8. Deferred tax (Contd..)

Non-current
Particulars 31st March, 31st March,
2021 2020

Other Comprehensive Income (0.19) (0.19)


Others 7.09 7.09
85.76 85.76
85.76 85.76

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.

Note-9. Income tax asset (Net)

Non-current
Particulars 31st March, 31st March,
2021 2020

Income Tax receivable 1.90 3.32


1.90 3.32

Note-10a. Other non-current assets

Non-current
Particulars 31st March, 31st March,
2021 2020

(Unsecured, considered good)


Capital advances 8.31 11.24
Other advances 72.13 72.13
Balance with Statutory authorities 15.15 15.04
95.59 98.41

Note-10b. Other current assets

Current
Particulars 31st March, 31st March,
2021 2020

(Unsecured, considered good)


Advance against materials 67.67 64.56
Other advances 14.72 7.39
Prepaid expenses 8.44 7.33
Advances to employees 0.22 0.27
Balance with statutory authorities 7.23 10.02
98.28 89.57

341
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-11. Inventories

Current
Particulars 31st March, 31st March,
2021 2020

(Valued at lower of cost and Net Realisable Value)


Raw Materials 21.63 19.18
Fuel 36.65 43.46
Semi-finished goods 34.22 39.62
Finished Goods - Manufactured (Including Stock in transit H 5.49 crores (P.Y. H Nil )) 24.43 41.00
Finished Goods - Traded 0.04 -
Stores and Spares 93.61 116.46
210.58 259.72

(i) Inventories have been hypothecated as security for liabilties, refer note 17 & 21 for details.

Note-12. Trade receivables

Current
Particulars 31st March, 31st March,
2021 2020

Considered good (secured) 45.44 53.59


Considered good (unsecured) 55.42 70.09
Credit impaired 1.25 -
102.11 123.68
Provision for credit impaired receivables 1.25 -
100.86 123.68

(i) Trade receivables have been hypothecated as security for liabilties, for details refer note 17 & 21 for details.

Note-13. Cash and cash equivalents

Current
Particulars 31st March, 31st March,
2021 2020

Balance with banks - in current account 77.40 47.76


Cash on hand 0.01 0.09
77.41 47.85

Note-14. Bank balances other than cash and cash equivalents

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-15. Equity share capital

31st March, 31st March,


Particulars
2021 2020

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.

31st March, 2021 31st March, 2020


Particulars
No of shares Amount No of shares Amount

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

b) Rights/preferences/restrictions attached to equity shares

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.

c) Details of shareholders holding more than 5% shares in the Company

31st March, 2021 31st March, 2020


Equity shares of J 10 each fully paid up
No of shares % holding No of shares % holding

Nuvoco Vistas Corporation Limited (Holding 24,20,75,000 100.00% - -


Company)
Bhanu Vyapaar Private Limited - - 4,80,84,991 19.86%
Suntrack Commerce Private Limited - - 4,70,18,102 19.42%
Diwakar Viniyog Private Limited - - 4,45,19,103 18.39%
Suraj Viniyog Private Limited - - 2,33,20,833 9.63%
Prabhakar Viniyog Private Limited (Formerly: - - 1,44,39,847 5.97%
Emami High Rise Private Limited)
Raviraj Viniyog Private Limited (Formerly: Emami - - 1,32,77,500 5.48%
Enclave Makers Private Limited)
Emami Realty Limited - - 1,22,93,343 5.08%

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.

343
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-15. Equity share capital (Contd..)


d) There are no equity shares issued as bonus, issued for consideration other than cash and shares bought back during the
year since incorporation of the company.

Note - 16. Other equity

Other Equity
Total Other
Particulars Securities Retained
Equity
Premium Earnings

Balance as at 1st April, 2019 568.16 (165.14) 403.02


Profit / (Loss) for the year - (155.11) (155.11)
Other comprehensive income - (0.34) (0.34)
Balance as at 31st March, 2020 568.16 (320.59) 247.57
Profit / (Loss) for the year - (42.21) (42.21)
Other Comprehensive Income - (0.13) (0.13)
Balance as at 31st March, 2021 568.16 (362.93) 205.23

Nature and Purpose of reserve

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.

Note-17. Long term borrowings

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-17a. Lease

Non-current
Particulars 31st March, 31st March,
2021 2020

Lease obligations 4.19 11.87


4.19 11.87

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.).

345
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-18. Other Financial liabilities

Non-current
Particulars 31st March, 31st March,
2021 2020

Retention money 9.77 7.26


9.77 7.26

Note-19. Other non-current liabilities

Non-current
Particulars 31st March, 31st March,
2021 2020

Deferred government capital grants 2.14 2.16


2.14 2.16

Note-20. Long term provisions

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

Note-21. Short term borrowings

Current
Particulars 31st March, 31st March,
2021 2020

Loans Repayable on Demand - Secured


From banks - Working capital borrowings 197.41 195.94
197.41 195.94

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-22. Trade payables

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

Note-23. Other financial liabilities

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

Note-23a. Other financial liabilities

Current
Particulars 31st March, 31st March,
2021 2020

Current maturities of lease obligation 11.78 9.01


11.78 9.01

Note-24. Other current liabilities

Current
Particulars 31st March, 31st March,
2021 2020

Liability for expenses 34.52 49.17


Statutory dues 61.94 29.12
Advance from customers 47.32 26.61
Payable to employees 3.27 1.91
Deferred government capital grants 0.02 0.02
Other liabilities 0.11 -
147.18 106.83

347
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-25. Short term provisions

Current
Particulars 31st March, 31st March,
2021 2020

Provision for dealer discount (Refer Note 49) 88.71 90.88


Mining land restoration obligation (Refer Note 49) 1.22 -
Provision for indirect taxes (Refer Note 49) 0.53 -
Provision for Employee Benefits
- Gratuity (Refer Note 39) 0.63 0.38
- Leave encashment 7.97 6.86
99.06 98.12

Note-26. Revenue from operations

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 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

Note-27. Other income

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Foreign exchange fluctuation gain (net) 0.37 1.52


Insurance claim received 0.89 2.06
Gain on sale on current investment 0.09 0.15
Gain on fair value of investments carried at fair value through profit and loss 0.02 -
Other non-operating income 6.75 4.98
8.12 8.71

Note-28. Finance income

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Interest received on financial assets carried at amortised cost


- Fixed Deposits 2.30 1.30
- Security deposits 0.08 0.13
- Others - 3.72
2.38 5.15

348
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-29. Cost of material consumed

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Inventory at the beginning of the year 19.18 20.01


Add: Purchases 327.80 180.34
Less: Inventory at the end of the year 21.63 19.18
325.35 181.17

Note-30. Change in inventories of finished goods and work -in-progress

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Inventory at the beginning of the year


Finished Goods - Manufactured 41.00 21.93
Semi-finished goods 39.62 48.65
80.62 70.58
Inventory at the end of the year
Finished Goods - Manufactured 24.43 41.00
Finished Goods - Traded 0.04 -
Semi-finished goods 34.22 39.62
58.69 80.62
(Increase) / Decrease in Inventories 21.93 (10.06)

Note-31. Employee benefits expense

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Salaries and Wages 97.88 87.80


Contribution to provident fund and other retirement benefits 8.50 7.01
Staff welfare 3.73 3.54
110.11 98.35

Note-32. Finance costs

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-33. Depreciation and amortisation

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Depreciation on property, plant and equipment (tangible assets) 178.85 136.65


Depreciation on property, plant and equipment (right of use assets) 13.04 11.06
Amortisation of intangible assets 2.75 1.76
Less: Transferred to Pre-operative expenses - 0.39
194.64 149.08

Note-34. Other expenses

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Consumption of stores, spare parts & components 44.11 49.31


Consumption of packing materials 96.61 72.98
Repairs
Building 1.77 2.73
Machinery 8.35 7.61
Others 11.27 6.41
Rent* 6.76 3.80
Rates and taxes 16.75 5.42
Insurance 5.72 2.58
Commission and brokerage 26.86 22.07
Travelling and conveyance expenses 8.67 11.73
Communication expenses 0.51 0.58
Legal and professional charges 26.17 14.09
Information technology operations 5.28 5.44
Advertisement and publicity 27.40 37.90
Research and development expenses 1.04 1.10
Charity & donation 0.01 0.02
Payment to Auditors 0.48 0.25
Corporate social responsibility 4.72 2.69
Provision for doubtful receivables and advances 1.79 -
Loss on disposal of property, plant and equipment 0.27 0.03
Loss on asset retirement w/o revenue 0.18 -
Equipment hire, labour and subcontract charges 46.22 35.72
Security service charges 6.15 4.34
Miscellaneous expenses 13.73 7.71
360.82 294.51
*considering impact of Ind AS 116 - Leases.

Note-35. Tax expense

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Deferred tax expense - 118.22


- 118.22

350
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-36 : Earnings per equity share

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.

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Net Profit / (Loss) attributable to equity shareholders


(Loss) after tax (H in Crore) (42.21) (155.11)
Nominal value of equity share (H) 10.00 10.00
Weighted-average number of equity shares for basic & Diluted EPS 24,20,75,000 24,20,75,000
Basic & Diluted earnings per share (J) (1.74) (6.41)

Note-37 : Significant accounting judgements, estimates and assumptions

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:

Fair value measurement of financial instruments

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 of non-financial assets

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.

Useful lives of depreciable/amortisable assets

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.

351
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Defined benefit obligation (DBO)

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.

Recognition of deferred tax assets

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.

Note-38 : Commitments & Contingent Liabilities

(a) Capital commitments

As at 31st March, 2021, the Company had commitments of relating to estimated amount of completion of Property, Plant
& Equipment :-

Descriptions 31st March, 2021 31st March, 2020

Estimated amount of contracts remaining to be executed and not provided for 17.57 6.04
(Net of Advances)

(b) Contingent Liabilities

(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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-38 : Commitments & Contingent Liabilities (Contd..)


Chattisgarh 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 company, the matter was appealed before the Hon'ble High Court
of Chattisgarh, which in turn has redirected the case to Board of Revenue, Bilaspur. The Board of Revenue dismissed the
revision filed by the company and upheld the order passed by the Collector of Stamps, Baloda Bazar, Chattisgarh. The
company has appealed before Hon’ble High Court of Chattisgarh against order of the Board of revenue. The Hon’ble High
Court of Chattisgarh stayed the recovery order passed by collector of stamp till final decision on the writ petition.

(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.

Particulars 31st March, 2021 31st March, 2020

(v) Disputed demands in respect of Service Tax 4.11 4.11


(vi) Disputed demands in respect of Goods and Service Tax 1.32 1.32
(vii) Disputed demands in respect of Central Sales Tax 0.35 -
(viii) Disputed demands in respect of Value Added Tax 5.91 -
(ix) Disputed demands in respect of Entry Tax 6.96 2.12

Note-39 : Employee Benefit Obligations


The Company contributes to the following post employment defined benefit plans in India,
(i) Defined Contribution plans:
The Company makes contributions towards provident fund for qualifying employees at a specified percentage of payroll
cost to the fund.
The Company recognised H. 4.10 Crores for provident fund contributions in the statement of Profit and Loss.
The contribution payable to these plans by Company are at rates specified in the rules of the schemes.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were
carried out as at 31st March, 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.
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:

31st March, 2021 31st March, 2020


Particulars
Gratuity Funded Gratuity Funded

Defined benefit obligation 7.93 6.14


Net defined benefit (obligation) / assets 7.93 6.14
Non-Current 7.30 5.76
Current 0.63 0.38

353
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-39 : Employee Benefit Obligations (Contd..)

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

Present value obligation as at the start of the year 6.14 3.75


Interest cost 0.40 0.27
Current service cost 2.09 1.78
Past Service Cost 0.24 -
Benefits paid (0.81) (0.24)
Actuarial loss/(gain) on obligations (0.13) 0.58
Present value obligation as at the end of the year 7.93 6.14

Change in fair value of plan assets 31st March, 2021 31st March, 2020

Fair value of plan assets as at the start of the year - -


Return on plan assets - -
Actuarial loss/(gain) - -
Contribution 0.81 0.24
Benefits paid (0.81) (0.24)
Fair value of plan assets as at the end of the year - -

Breakup of Actuarial gain/loss:

Description 31st March, 2021 31st March, 2020

Actuarial (gain)/loss on arising from change in demographic assumption - -


Actuarial (gain)/loss on arising from change in financial assumption (0.07) 0.47
Actuarial (gain)/loss on arising from experience adjustment (0.06) 0.11

Reconciliation of present value of defined benefit obligation and the fair value
31st March, 2021 31st March, 2020
of plan assets

Present value obligation as at the end of the year 7.93 6.14


Fair value of plan assets as at the end of the year - -
Net liability recognized in balance sheet 7.93 6.14

Amount recognized in the statement of profit and loss 31st March, 2021 31st March, 2020

Current service cost 2.09 1.78


Past Service Cost 0.24 -
Interest cost 0.40 0.27
Amount recognised in the statement of profit and loss 2.73 2.05

354
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-39 : Employee Benefit Obligations (Contd..)

Amount recognised in the statement of Other Comprehensive Income

Description 31st March, 2021 31st March, 2020

Net Cumulative unrecognised actuarial gain/(loss) opening - -


Actuarial (Gain)/Loss for the year on Present Benefit Obligation (0.13) 0.58
Actuarial (Gain)/Loss for the year on Asset - -
Actuarial Gain/(Loss) at the end of the year (0.13) 0.58

Actuarial assumptions

Description 31st March, 2021 31st March, 2020

Discount rate 6.60% p.a. 6.50% p.a.


Future salary increase 9.00% p.a. 9.00% p.a.

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.

Sensitivity analysis for gratuity liability

Description 31st March, 2021 31st March, 2020

Impact of the change in discount rate


Present value of obligation at the end of the year (7.93) (6.14)
a) Impact due to increase of 1% 7.25 (0.58)
b) Impact due to decrease of 1% 8.72 0.69
Impact of the change in salary increase - -
Present value of obligation at the end of the year (7.93) (6.14)
a) Impact due to increase of 1% 8.71 0.61
b) Impact due to decrease of 1% 7.24 (0.54)

Total expected payments


The average duration of the defined benefit plan obligation at the end of the reporting period is 10 years.

Maturity profile for Defined benefit obligation

As at  As at 
Description
31st March, 2021 31st March, 2020

Within next 12 months 0.63 0.37


Between 1-5 years 2.20 1.70
Beyond 5 years 13.80 11.97

355
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-40. Financial instruments by category

For amortised cost instruments, carrying value represents the best estimate of fair value.

31st March, 2021 31st March, 2020


Particulars Amortised Amortised
FVTPL FVOCI FVTPL FVOCI
cost cost

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

31st March, 2021 31st March, 2020


Particulars
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-40. Financial instruments by category (Contd..)

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

31st March, 2021 31st March, 2020


Particulars
Carrying amount Fair value Carrying amount Fair value

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.

Note -41. Leases


(a) Leases as lessee
The Company has entered into leases for land, warehouses and offices with different lease terms. The Company has the
option, under some of its leases, to lease the assets for additional periods.
(i) The carrying value of the Rights-of-use assets recognised and the movement during the period

31st March, 31st March,


Particulars
2021 2020

As at the beginning of the year 84.84 68.01


Addition/(discontinued) during the period (net of disposals/ adjustments) 4.48 26.51
Depreciation expense (net of disposals/ adjustments) 9.98 9.68
As at the end of the year 79.34 84.84

357
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note -41. Leases (Contd..)


(ii) The carrying value of lease liabilities recognised and the movement during the period

31st March, 31st March,


Particulars
2021 2020

As at the beginning of the year 20.88 2.66


Addition during the period 12.43 28.10
Discontinued during the period (5.38) (0.21)
Accretion of interest 2.43 2.92
Payments (14.39) (12.59)
As at the end of the year 15.97 20.88

(iii) Amount Recognised in Statement of Profit and Loss Account during the period

31st March, 31st March,


Particulars
2021 2020

Expenses related to short term and low asset value lease 15.17 12.52
Total expenses 15.17 12.52

(iv) Amounts recognised in statement of cash flows

31st March, 31st March,


Particulars
2021 2020

Total cash outflow for leases 14.39 12.59

(v) Maturity analysis of lease liabilities

31st March, 31st March,


Particulars
2021 2020

Less than one year 13.37 10.95


One to five years 3.09 11.53
More than five years 33.53 33.84
Total undiscounted lease liability 49.98 56.32
Balances of lease liabilities
Non current lease liability 4.19 11.87
Current lease liability 11.78 9.01
Total lease liability 15.97 20.88

358
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note -42. Revenue

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.

Revenue recognised from Contract liability (Advance from Customers):

As at  As at 
Particulars
31st March, 2021 31st March, 2020

Closing Contract liability 47.32 26.61

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:

Particulars 31st March, 2021 31st March, 2020

Revenue as per contract price 2,619.82 2,116.88


Less: Discount and incentives (224.42) (220.81)
Revenue as per statement of profit and loss 2,395.40 1,896.07

Note-43. Financial risk management objectives and policies

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:

(A) Market risk

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.

359
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-43. Financial risk management objectives and policies (Contd..)



a)
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 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.

Particulars 31st March, 2021 31st March, 2020

Variable rate borrowings 2,088.51 2,354.13


Fixed rate borrowings 1,023.24 857.17
Total Borrowings 3,111.75 3,211.30

Interest rate sensitivity

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:

Effect on Profit/(Loss) before tax


Particulars 31st March, 31st March,
2021 2020

Increase by 150 basis points (31.33) (35.31)


Decrease by 150 basis points 31.33 35.31


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

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-43. Financial risk management objectives and policies (Contd..)


defined in accordance with the assessment both in terms of number of days and amount. Wherever we assess the
credit risk as high, the exposure is backed by either letter of credit, security deposits or curtailed by arrangement with
third parties.

Summary of Company's exposure to credit risk by age of the outstanding from various customers as follows:

31st March, 31st March,


Particulars
2021 2020

Neither past due nor impaired 5.71 21.30


Past due but not impaired
Past due 1-180 days 92.33 100.38
Past due 181-365 days 1.24 1.27
Past due 1 to 2 years 0.96 0.69
More than 2 years 0.60 0.04
Total 100.86 123.68

Expected credit loss assessment for customers as at 31st March, 2021

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:

Particulars 31st March, 2021 31st March, 2020

Balance at the beginning of the year - -


Impairment loss recognised/reversed net of reversal 1.25 -
Balance at the end of the year 1.25 -

(ii) Financial instruments and cash deposits

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.

(C) Liquidity risk

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.

361
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-43. Financial risk management objectives and policies (Contd..)


The company monitors risk of shortage of funds using a recurring liquidity planning based on rolling forecasts of
expected cash flows. This process considers the maturity of both its financial investments and financial assets (i.e. trade
receivables, other financial assets) and projected cash flows from operations. The company’s objective is to maintain a
balance between continuity of funding and flexibility through the use of working capital loans, letter of credit facility, bank
loans and credit purchases.

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.

Year ended 31st March, 2021

More than
Particulars Upto 1 year 1 to 2 years 2 to 5 years Total
5 years

Contractual maturities of borrowings 478.88 250.13 861.84 1,504.93 3,095.77


Contractual maturities of finance lease 13.37 0.94 2.15 33.53 49.98
obligations
Contractual maturities of trade payables 234.76 - - - 234.76
Contractual maturities of security deposit 169.31 - - - 169.31
received
Contractual maturities of other financial 9.94 9.77 - - 19.70
liabilities

Year ended 31st March, 2020

More than
Particulars Upto 1 year 1 to 2 years 2 to 5 years Total
5 years

Contractual maturities of borrowings 523.28 289.71 843.47 1,533.96 3,190.42


Contractual maturities of finance lease 9.01 8.80 0.87 2.20 20.88
obligations
Contractual maturities of trade payables 188.59 - - - 188.59
Contractual maturities of security deposit 0.06 137.96 - - 140.81
received
Contractual maturities of other financial 24.90 7.26 - - 32.16
liabilities

362
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-44 : Capital Management

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.

31st March, 31st March,


Particulars
2021 2020

Borrowings (Note - 17, 21 and 23) 3,111.75 3,211.29


Less: Cash and cash equivalents (Note-13 ) 77.41 47.85
Net debt 3,034.35 3,163.45
Equity (Note-15 and 16) 447.31 489.65
Capital and net debt 3,481.66 3,653.09
Gearing ratio 87.15% 86.60%

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-45 : Net Debt reconciliation

31st March, 31st March,


Particulars
2021 2020

Cash and cash equivalents 77.41 47.85


Less: Current borrowings 478.88 251.07
Less: Non current borrowings 2,632.87 2,960.23
Net Debt (3,034.35) (3,163.45)

Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures)
Relationships:

(a)
Holding Company

i) Nuvoco Vistas Corporation Limited ( w.e.f 14th July,2020)

(b) Enterprises over which Key Management Personnel (KMP) are able to exercise control /significant influence with whom
there were transactions during the year:

i) Bhanu Vyapaar Private Limited (till 13th July, 2020)


ii) Suntrack Commerce Private Limited (till 13th July, 2020)
iii) Diwakar Viniyog Private Limited (till 13th July, 2020)

363
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

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)

(c) Key Management Personnel:


i) Shri Manish Goenka Executive Chairman (till 21st July,2020)
ii) Shri Aditya Vardhan Agarwal Non-Executive Director (till 21st July,2020)
iii) Shri R K Agarwal Non-Executive Director (till 21st July,2020)
iv) Shri Charan Das Arha Independent Director (till 21st July,2020)
v) Shri Sundaram Balasubramanian Independent Director (till 21st July,2020)
vi) Shri Rajiv Mundhra Independent Director (till 21st July,2020)
vii) Smt Mamta Binani Independent Director (till 21st July,2020)
viii) Shri Vivek Chawla Non-Executive Director (w.e.f 02nd December,2020 and Whole Time Director
& CEO till 1st December, 2020)
ix) Shri Jayakumar Krishnaswamy Additional Director (w.e.f 21st July,2020 till 01st Dec,2020 & Managing
Director w.e.f 02nd December,2020)
x) Shri Manan Nutanbhai Shah Non-Executive Director (w.e.f 21st July,2020)
xi) Smt Shruta Jatin Sanghavi Non-Executive Director (w.e.f 21st July,2020)
xii) Shri Rajiv Ranjan Thakur Chief Financial Officer
xiii) Shri Debendra Banthiya Company Secretary (till 12th October, 2020)
xiv) Ms Nupur Burman Company Secretary (w.e.f 13th October,2020)

(d) Relatives to Key Management Personnel:

Relative's Name Relation


i) Smt Suniti Arha Wife of Shri Charan Das Arha (till 21st July, 2020)
Disclosure of Related Party Transactions provides the information about the Company's structure. The following tables
provides the total amount of transactions that have been entered into with related parties for the relevant year.

364
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)

Terms and conditions of transactions with related parties:

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.

(a) Transactions with Key management personnel

31st March, 31st March,


Particulars
2021 2020

Shri Aditya Vardhan Agarwal


- Director's sitting fees 0.02 0.01
Shri Manish Goenka
- Remuneration 0.52 1.08
Shri Vivek Chawla
- Remuneration 4.31 4.20
Shri Rajiv Ranjan Thakur
- Remuneration 1.55 1.31
Shri Rajiv Mundhra
- Director's sitting fees 0.01 0.01
Shri R K Agarwal
- Director's sitting fees 0.01 0.02
Shri Charan Das Arha
- Director's sitting fees 0.01 0.02
Smt Mamta Binani
- Director's sitting fees 0.02 0.02
Shri Sundaram Balasubramanian
- Director's sitting fees 0.01 0.01
Shri Anand Rathi
- Director's sitting fees - 0.01
Shri Debendra Banthiya
- Remuneration 0.12 0.18
Ms Nupur Burman
- Remuneration 0.05 -

(b) Transaction with Relative to Key management personnel

31st March, 31st March,


Particulars
2021 2020

Smt Suniti Arha


-Rent Paid 0.03 0.08

365
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

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-

31st March, 31st March,


Particulars
2021 2020

Bhanu Vyapaar Private Limited


-Loan received - 100.45
-Loan refund 30.45 166.33
-Interest on loan 1.11 5.36
-Guarantee Commission - 0.01
Raviraj Viniyog Private Limited
-Loan received 15.50 98.34
-Loan refund 57.14 56.70
-Interest on loan 2.48 3.49
-Guarantee Commission 0.09 0.32
Suntrack Commerce Private Limited
-Loan received - 23.96
-Loan refund 23.96 1.77
-Interest on loan 0.87 0.68
-Guarantee commission - 0.65
Diwakar Viniyog Private Limited
-Loan received 21.10 17.25
-Interest on loan 1.18 0.04
-Guarantee commission 0.09 0.35
Suraj Viniyog Private Limited
-Loan received 0.40 2.79
-Loan refund 3.19 1.04
-Interest on loan 0.11 0.14
-Guarantee commission 0.05 0.28
Midkot Investments Private Limited
-Loan received - 145.90
-Loan refund 101.56 380.18
-Interest on loan 4.20 14.42
Sundew Finance Pvt Ltd
-Loan received - 128.12
-Loan refund 102.97 25.15
-Interest on loan 4.61 8.08
Emami Limited
-Rent and maintenance expenses 0.19 0.60
-Guest house expenses - 0.03
-Electricity expenses 0.03 0.16
-Security deposit - 0.05
-Royalty fees - 0.10
-Rembursement of Expenses - 0.01
Emami Paper Mills Limited
-Sale of cement 0.04 0.17
-Sale of Asset 0.44 -
-Reimbursement to expenses - 0.03

366
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)

31st March, 31st March,


Particulars
2021 2020

Prabhakar Viniyog Private Limited


-Loan refund - 3.49
-Interest on loan - 0.11
-Guarantee commission 0.12 0.42
TMT Viniyogan Limited
-Loan received - 401.11
-Loan refund 285.41 115.70
-Interest on loan 13.82 22.91
-Guarantee commission - 0.01
Magnificent Vyapaar LLP
-Guarantee commission - 0.01
Deevee Commercials Ltd
-Loan received - 2.75
-Interest on loan 0.11 0.01
-Guarantee commission - 0.01
Emami Capital Market Ltd
-Loan received - 106.50
-Loan refund 0.50 106.00
-Interest on loan 0.02 3.01
-Guarantee commission - 0.01
Premier Ferroy Alloys & Securities Ltd
-Loan received - 226.39
-Loan refund 150.79 129.85
-Interest on loan 6.57 7.67
Simplex Infrastructures Limited
-Sale of cement - 2.40
Secmec Consultants Private Limited
-Consultancy services - 0.07
(d) Transactions with Holding company -
Nuvoco Vistas Corporation Limited
-Loan Received 950.01 -
-Interest on Loan 53.76 -
-Purchase of Cement /Clinker 67.24 -
-Sale of Cement /Clinker 129.63 -
-Rent Received 0.03 -
-Rent Paid 0.00 -
-Employee Cost Share from NVCL 1.53 -
-Employee Cost Share by NVCL 0.34 -
-Reimbursement of Other Services 1.00 -

367
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-46 : Related party disclosure (As per Ind AS-24 - Related Party Disclosures) (Contd..)

(e) Balance outstanding with related parties -

31st March, 31st March,


Particulars
2021 2020

Enterprises owned or significantly influenced by key management personnel


or their relatives
Balance Payable / (Receivable)
Bhanu Vyapaar Private Limited - 31.27
Raviraj Viniyog Private Limited - 43.40
Suntrack Commerce Private Limited - 25.26
Diwakar Viniyog Private Limited - 17.68
Suraj Viniyog Private Limited - 3.18
Midkot Investments Private Limited - 103.50
Sundew Finance Private Limited - 106.82
Emami Limited - 0.06
Prabhakar Viniyog Private Limited - 0.47
TMT Viniyogan Limited - 296.54
Deevee Commercials Limited - 2.76
Emami Capital Markets Limited - 0.52
Premier Ferro Alloys and Securities Limited - 155.23
Suniti Arha - 0.01
Nuvoco Vistas Corporation Limited (Interest & Loan) 999.74 -
Nuvoco Vistas Corporation Limited (Goods & Services / TP) 10.48 -

Note-47 : Preoperative expenditure pending allocation

31st March, 31st March,


Particulars
2021 2020

Balance as per last account 155.06 181.52


Additions during the year:
Stores and spares* 22.88 -
Employee benefit expenses - 11.13
Depreciation/ amortization - 0.39
Operating and other expenses
Consultancy charges - 0.41
Consumption of RM, stores, & packing materials - 82.69
Power and fuel - 27.14
Repair and maintenance
- Others - 4.65
Insurance - 0.23
Traveling and conveyance - 1.19
Professional fees - 1.22
Transport and handling expenses - 26.77
Bank Charges - 2.54
Miscellaneous Expenses 0.05 15.35
Finance Cost
Interest on Borrowings - 68.61

368
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-47 : Preoperative expenditure pending allocation (Contd..)

31st March, 31st March,


Particulars
2021 2020

Increase in Inventory of Semi Finished and Finished Goods - 4.60


Less: Income
Sales - 185.12
Other Income - 1.44
Total Additions 22.93 60.36
Less: Expenditure transferred to Property, plant & equipment - 82.22
Less: Issued for operational use 1.47 4.60
Closing balance 176.52 155.06
*Reclassed from inventory - stores and spares since the same relates to project.

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.

31st March, 31st March,


Particulars
2021 2020

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

369
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-49 : Disclosures required by Indian Accounting Standard (Ind AS) 37 - Provisions

Site Dealer
Indirect taxes
Restoration Discount Total
and litigations
Particulars expense provisions
31st March, 31st March, 31st March, 31st March,
2021 2021 2021 2021

Carrying amount at the beginning of the year 0.05 90.88 - 90.93


Additional provision made during the year 6.94 66.73 0.53 74.20
Amounts used during the year - 68.90 - 68.90
Amounts written back during the year - - - -
Carrying amount at the end of the year 6.99 88.71 0.53 96.23

Site Dealer
Indirect taxes
Restoration Discount Total
and litigations
Particulars expense provisions
31st March, 31st March, 31st March, 31st March,
2020 2020 2020 2020

Carrying amount at the beginning of the year 0.04 97.92 - 97.96


Additional provision made during the year - 75.12 - 75.12
Amounts used during the year - 82.16 - 82.16
Amounts written back during the year 0.01 - - 0.01
Carrying amount at the end of the year 0.05 90.88 - 90.93

i) Site Restoration expense

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.

ii) Dealer discount provisions

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.

iii) Indirect taxes and litigations

Provision for indirect tax includes disputed cases of excise duty and value added tax.

370
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

Note-50 : Auditors’ remuneration (excluding GST) :

31st March, 31st March,


Particulars
2021 2020

Statutory Audit Fees 0.22 0.22


Tax Audit Fees 0.03 0.02
Fees for Other Services 0.23 0.01
Total 0.48 0.25

Note-51 : Tax expense


(a) Amounts recognised in profit and loss

31st March, 31st March,


Particulars
2021 2020

Current Income Tax - -


Deferred tax asset (net) *
Origination and reversal of temporary differences - 118.22
Deferred tax expense - 118.22
Tax expense for the period - 118.22

(b) Reconciliation of effective tax rate

31st March, 31st March,


Particulars
2021 2020

Tax Rate 34.944% 34.944%


(Loss) before tax (A) (42.21) (36.70)
(Loss) before tax (A-B) (42.21) (36.70)
Tax using the applicable tax rate (14.75) (12.82)
Tax effect of:
Expenses inadmissible under Income Tax Act, 1961 - 2.53
Others** 14.75 128.51
Tax expense as per statement of profit and loss (0.00) 118.22
Effective tax rate 0.00% -322.12%
*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 the Company may have to forego with respect to carry forward losses and other exemptions and deductions available under
the old tax regime. The Company is evaluating the above factors to assess when it is most likely to move into the new tax regime and considering the
uncertainties on account of Covid 19, the Company on a conservative basis has not recognised any deferred tax assets during the year.
** represents derecognition of deferred tax assets on brought forward business losses.

371
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

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

Deferred tax assets/(liabilities) in relation to :


Property, plant and equipment (334.82) - - (334.82)
Unabsorbed losses & depreciation 421.07 - - 421.07
Others (0.49) - - (0.49)
Net deferred assets/(liabilities) 85.76 - - 85.76

372
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

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

Deferred tax assets/(liabilities) in relation to :


Property, plant and equipment (298.52) (36.30) - (334.82)
Unabsorbed losses & depreciation 502.31 (81.24) - 421.07
Others 0.19 (0.87) 0.19 (0.49)
Net deferred assets/(liabilities) 203.98 (118.41) 0.19 85.76

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.

Note-56 : Estimation of uncertainties relating to the global health pandemic (COVID-19)

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.

373
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Notes to Financial Statements


(All amounts are in H crore, unless otherwise stated)

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.

Geographical Information is given below:

For the year ended For the year ended


Particulars
31st March, 2021 31st March, 2020

Revenue from Operations


Within India 2,495.87 2,018.50
Outside India - -
Total 2,495.87 2,018.50

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.

Note-59 : Corporate Social Responsibility

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.

As per our report of even date attached.


For, MSKA & Associates For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number: 105047W
Jayakumar Krishnaswamy Shruta Sanghavi
Managing Director Director
DIN 02099219 DIN 08803625

(Puneet Agarwal) Rajiv Ranjan Thakur Nupur Burman


Partner Chief Financial Officer Company Secretary
Membership No: 064824 ACS A34221

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:

ORDINARY BUSINESS: 4. Appointment of Mr. Jayakumar Krishnaswamy (DIN:


02099219) as Managing Director
1. To receive, consider and adopt the Audited Financial
Statements of the Company for the financial year ended To consider and if thought fit, to pass, with or without
March 31, 2021 together with the Reports of the Board modification(s), the following resolution as a Special
of Directors and Auditors thereon. Resolution:

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.”

5. Appointment of Mr. Berjis Desai (DIN: 00153675) as


By order of the Board of Directors
Independent Director

To consider and if thought fit, to pass with or without Nupur Burman


modification(s), the following resolution as an Ordinary Company Secretary
Resolution:
Place: Kolkata
“RESOLVED THAT pursuant to Sections 149 and 152 read
Date: May 14, 2021
with Schedule IV and other applicable provisions, if any
of the Companies Act, 2013 (the 'Act') and Rules framed Corporate office:
thereunder (including any statutory modification(s) or re- DLF IT Park 1, Tower C,10th Floor,
enactment(s) thereof for the time being in force), Mr. Berjis 08 Major Arterial Road, New Town
Desai (DIN: 00153675), who was appointed as an additional (Rajarhat), Kolkata-700156
Non-Executive Independent Director of the Company with
effect from April 14, 2021 under Section 161 of the Act, Registered office:
and in respect of whom the Company has received a notice Equinox Business Park, Tower 3,
in writing under Section 160 of the Act from a member East Wing, 4th Floor, LBS Marg,
proposing his candidature for the office of Director, be Kurla (West), Mumbai – 400 070
and is hereby appointed as an Independent Director of the Website: www.nuvoco.com
Company, not liable to retire by rotation, to hold office for a Phone No: +91 22 6769 2500
term upto 5 (five) years commencing from April 14, 2021.” CIN: U26940MH2007PLC353160

376
NOTICE

NOTES: 7. Attendance of the Members participating in the 14th


AGM through VC/OAVM Facility shall be counted for the
1. The relative Explanatory Statement pursuant to Section purpose of reckoning the quorum under Section 103 of
102 of the Companies Act, 2013 as amended from time the Act.
to time (the “Act”), in respect of the Special Business
to be transacted at the 14th Annual General Meeting 8. In case of joint holders attending the Meeting, only such
(“AGM”) is annexed hereto. joint holder who is higher in the order of names will be
entitled to vote at the 14th AGM.
2. Considering the present COVID-19 pandemic, the Ministry
of Corporate Affairs (“MCA”) has vide its circular dated 9. The relevant details of the Directors seeking appointment/
May 5, 2020 read together with circulars dated April 8, re-appointment as per the Item No. 2, 4 and 5 of this
2020, April 13, 2020 and January 13, 2021 (collectively Notice as required under Secretarial Standard-2 on
referred to as “MCA Circulars”) permitted convening the General Meetings (“SS-2”) are given in annexure forming
AGM through Video Conferencing (“VC”) or Other Audio part of this Notice.
Visual Means (“OAVM”), without the physical presence
10. Members are requested to write on nupur.burman@
of the Members at a common venue. In accordance with
nuvoco.com for inspection of all related documents
the MCA Circulars and the provisions of the Act, the 14th
referred to in the accompanying Notice up to and
AGM of the Company is being held through VC/OAVM
including the date of the 14th AGM of the Company.
Facility. The deemed venue for the 14th AGM shall be the
Registered Office of the Company. 11. The Register of Directors and Key Managerial Personnel
and their shareholding maintained under Section 170
3. In terms of the MCA Circulars, since the physical
of the Act, the Register of Contracts or Arrangements
attendance of Members has been dispensed with,
in which the Directors are interested, maintained under
there is no requirement of appointment of proxies.
Section 189 of the Act, and the relevant documents
Accordingly, the facility of appointment of proxies
referred to in the Notice will be available electronically
by Members under Section 105 of the Act will not be
for inspection by the Members during the 14th AGM.
available for the 14th AGM and hence the Proxy Form
and Attendance Slip are not annexed hereto. However, 12. The Notice of the 14th AGM along with the Annual Report
in pursuance of Section 113 of the Act, representative is being sent to all the Members through permitted
of the Body Corporate Member can be appointed for the modes.
purpose of participation and voting in the 14th AGM
through VC/OAVM Facility. 13. Members will be able to attend the 14th AGM through
VC/OAVM Facility by clicking on the link: https://call.
4. In case if the Members is a Body Corporate, it is lifesizecloud.com/6535954
requested to send to the Company, a certified copy of
the board or governing body resolution/authorization, 14. Facility to join the 14th AGM through VC/OAVM Facility
authorizing its representative(s) to attend and vote on its shall open 15 minutes before the time scheduled for the
behalf at the 14th AGM through VC/OAVM Facility. 14th AGM. Further, an opportunity will be provided by
the Chairman to the Members attending the 14th AGM
5. In line with the MCA Circulars, the Notice of the 14th through VC/OAVM Facility whereby they may ask their
AGM will be available on the website of the Company at questions.
www.nuvoco.com.
15. Members who need assistance before or during the 14th
6. Since the 14th AGM will be held through VC/OAVM AGM, can contact Ms. Nupur Burman, the Company
Facility, the Route Map is not annexed in this Notice. Secretary through e-mail at nupur.burman@nuvoco.com.

377
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS


PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND
SECRETARIAL STANDARD-2 ON GENERAL MEETINGS

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

DETAILS OF DIRECTOR RETIRING BY ROTATION / SEEKING APPOINTMENT/RE-APPOINTMENT AT THE 14TH ANNUAL


GENERAL MEETING UNDER SECRETARIAL STANDARD - 2 ON GENERAL MEETINGS ARE AS UNDER:

Name of Director Ms. Shruta Sanghavi Mr. Jayakumar Mr. Berjis Desai
Krishnaswamy

Director’s Identification No. 08803625 02099219 00153675


Age 57 Years 55 Years 64 Years
Qualification Bachelor’s degree in Bachelor’s degree Bachelor’s degree in law from
commerce and master’s in engineering the University of Bombay and
degree in commerce from (mechanical) from a Master’s degree in law from
University of Bombay and University of Delhi. University of Cambridge.
Qualified Company Secretary.
Brief resume including She has experience in agro- He has a versatile career He has experience in private
profile, experience and chemicals, automobile, spanning over 30+ years client practice, business laws,
expertise in specific and logistics industries. across FMCG, Paint transactional and dispute
functional areas She has previously been and Coating industries. resolution. He has previously
associated with Bank of He has previously been associated as a managing
Baroda, Punjab Chemicals been associated with partner with J. Sagar Associates,
and Crop Protection Limited, Hindustan Unilever Advocates & Solicitors.
Tata Motors Limited, STS Limited and Akzo Nobel
Chemicals Limited and India Limited.
Allcargo Logistics Limited.
Terms and Conditions of Please refer to the Board’s Please refer to the Please refer to the Board’s
re-appointment along with Report and Corporate Board’s Report and Report and Corporate Governance
details of remuneration Governance Report. Corporate Governance Report.
sought to be paid and Report.
remuneration last drawn
Date of first Appointment 21.07.2020 21.07.2020 14.04.2021
Shareholding in the Nil Nil Not Applicable
Company as on March 31,
2021
Shareholding in the Not Applicable Not Applicable Nil
Company as on April 14,
2021
Relationship with other None None None
Directors and Key
Managerial Personnel
Directorship in other Nil 1. Nuvoco Vistas Not Applicable
Companies as on March 31, Corporation Limited
2021

379
Nuvoco Vistas Corp. Ltd. | Annual Report 2020-21

Name of Director Ms. Shruta Sanghavi Mr. Jayakumar Mr. Berjis Desai
Krishnaswamy

Directorship in other Not Applicable Not Applicable 1. Deepak Fertilisers and


Companies as on April 14, Petrochemicals Corporation
2021 Limited
2. Praj Industries Limited
3. The Great Eastern Shipping
Company Limited
4. Man Infraconstruction Limited
5. Jubilant Foodworks Limited
6. Edelweiss Financial Services
Limited
7. Emcure Pharmaceuticals
Limited
8. Nuvoco Vistas Corporation
Limited
9. MICL Finance Private Limited
10. Star Health and Allied
Insurance Company Limited
11. Inventurus Knowledge
Solutions Private Limited
12. Vista Intelligence Private
Limited
Chairman/ Member in the - Nuvoco Vistas Not Applicable
Committees of the Boards Corporation Limited
of other Companies as on • Member- Corporate
March 31, 2021 Social Responsibility
Committee
Chairman/ Member in the Not Applicable Not Applicable Please refer Annexure A
Committees of the Boards
of other Companies as on
April 14, 2021
Number of meetings of the 5 5 Mr. Berjis Desai was appointed as
Board attended during the the Non-Executive Independent
Financial year Director w.e.f. April 14, 2021.

By order of the Board of Directors

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

Sl. Name of the Company Name of the Committee Position Held


No. Chairman/Member

1. Praj Industries Limited Audit Committee Chairman


Nomination & Remuneration Committee Chairman
Compensation and Share Allotment Committee Member
2. Man Infraconstruction Stakeholders’ Relationship Committee Chairman
Limited Corporate Social Responsibility Committee Chairman
Management Committee Chairman
Nomination & Remuneration Committee Member
3. The Great Eastern Shipping Audit Committee Member
Company Limited Nomination & Remuneration Committee Member
4. Edelweiss Financial Services Audit Committee Member
Limited Nomination & Remuneration Committee Chairman
Compensation (ESOP) Committee Member
Stakeholders’ Relationship Committee Chairman
Share Transfer Committee Member
5. Emcure Pharmaceuticals Audit Committee Member
Limited Nomination & Remuneration Committee Chairman
6. Nuvoco Vistas Corporation Corporate Social Responsibility Committee Chairman
Limited Audit Committee Member
Nomination & Remuneration Committee Chairman
7. Jubilant Foodworks Limited Nomination, Remuneration and Compensation Committee Member
Sustainability and Corporate Social Responsibility Committee Member
Risk Management Committee Member
8. Deepak Fertilizers and Nomination, Remuneration and Compensation Committee Chairman
Petrochemicals Corporation Stakeholders Relationship Committee Chairman
Limited Securities Issue Committee Chairman
Right Issue Committee Chairman
9. Star Health and Allied Nomination, Remuneration and Compensation Committee Chairman
Insurance Company Limited Investment Committee Member

381
Notes
Notes
Notes

Recycled paper used for printing.


a K&A creation | www.kalolwala.co.in

Nuvoco Vistas Corporation Limited


Equinox Business Park, Tower-3, East Wing, 4th floor, LBS Marg,
Kurla (West), Mumbai-400 070. CIN-U26940MH1999PLC118229
Tel: 022 6769 2500/6120 2600 | Fax: 022 6630 6510

Nuvoco Vistas Corp. Ltd. nuvocovistasofficial @NuvocoVistas

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