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ACC Ltd Interim / Quarterly Report 2020

Jul 20, 2020

59068_rns_2020-07-20_4568d2a8-1bb3-4e70-82c0-4b23ccf8716d.pdf

Interim / Quarterly Report

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ACC Limited Registered Office Cement House 121, Maharshi Karve Road Mumbai - 400 020, India

CIN: L26940MH1936PLC002515

Phone: +91 22 3302 4321 Fax: +91 22 6631 7458 www.acclimited.com

July 20, 2020

National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Tel.: 2659 8235/36 8458 Scrip Code: ACC

BSE Limited Corporate Relations Department P.J. Towers, Dalal Street Mumbai 400 001 Tel.: 2272 8013/15/58/8307 Scrip Code: 500410

Dear Sirs,

Sub: Outcome of the Board Meeting for the quarter and six months ended June 30, 2020 - SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to the provisions of Regulation 33 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR'), we wish to inform you that the Board of Directors (the 'Board') of ACC Limited ('Company') at its meeting held today i.e. Monday, July 20, 2020, considered and approved the Unaudited Standalone Financial Statements of the Company for the quarter and six months ended June 30, 2020 and the Consolidated Financial Statements of the Company for the quarter and six months ended June 30, 2020.

A copy of the unaudited financial results along with the Limited Review Report thereon and the declaration (on the Standalone and Consolidated Financial Results of the Company for the quarter and six months ended June 30, 2020) that the Limited Review Report on the Results is with unmodified opinion in pursuance of the Regulation 33(3)(d) of SEBI LODR is enclosed herewith.

The Board Meeting commenced at 2:00 p.m. and concluded at 4:25 p.m. All the above mentioned documents will be simultaneously posted on the Company's website at www.acclimited.com.

You are requested to take note of the same.

Yours Sincerely For ACC Limited Rajiv Kumar Choubey Digitally signed by Rajiv Kumar Choubey DN: c=IN, o=Personal, cn=Rajiv Kumar Choubey, serialNumber=025caabe7cb51d29f8808c05f530001a06f 465f207bd5b2421e9c8ac305140e1, pseudonym=d769c94eabb24d6082ca224f5ffeccc7, 2.5.4.45=03410062356135633331376261646136313263 626165353739353062633138346138616564363066663 038373065323161326333636530396337383364623930 386562, postalCode=201014, 2.5.4.20=bf61f954a873aa3c1fa369a1cbf2341076800430 dc230df38737a8e3048e651d, st=Uttar Pradesh Date: 2020.07.20 16:28:24 +05'30'

Rajiv Choubey Chief Legal Officer & Company Secretary ACS-13063

Encl.: as above

Chartered Accountants Accountants

Indiabulls Finance Centre Tower 3, 24th-32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai-400 013 Maharashtra, India

Tel: +91 022 6185 4000 Fax: +91 022 6185 4101

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ACC LIMITED

  1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of ACC LIMITED ("the Company"), for the quarter and six months ended June 30, 2020 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

  2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

  4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

  5. We draw attention to Note 4 to the Statement which describes the following matters:

a. In terms of order dated August 31, 2016, the Competition Commission of India (CCI) had imposed a penalty of ` 1,147.59 crores for alleged contravention of the provisions of the Competition Act, 2002 (the Competition Act) by the Company. On the Company's appeal, National Company Law Appellate Tribunal (NCLAT), (which replaced the Competition Appellate Tribunal (COMPAT) effective May 26, 2017), in its order passed on July 25, 2018 had upheld the CCI's Order. The Company's appeal against the said judgement of NCLAT before the Hon'ble Supreme Court was admitted vide its order dated October 05, 2018 with a direction that the interim order passed by the Tribunal would continue.

b. In a separate matter, pursuant to a reference filed by the Government of Haryana, the CCI by its order dated January 19, 2017, had imposed a penalty of ` 35.32 crores on the Company for alleged contravention of the provisions of the Competition Act. On Company's filing an appeal together with application for interim stay against payment of penalty, COMPAT has stayed the penalty pending hearing of the application. This matter is listed before the NCLAT for hearing.

Based on the Company's assessment on the outcome of these appeals supported by the advice of external legal counsel, the Company is of the view that no provision is necessary in respect of these matters in these financial results.

Our conclusion on the Statement is not modified in respect of these matters.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

SAIRA NAINAR

Partner

(Membership No. 040081)

(UDIN: 20040081AAAABI1555)

Place: MUMBAI Date: July 20, 2020

ACC LIMITED CIN: L26940MH1936PLC002515 Registered Office : Cement House,

121, Maharshi Karve Road, Mumbai - 400 020

Tel. No.: 022-41593321; Fax No.: 022-66317458; Website: www.acclimited.com; e-mail: [email protected]

( ₹ in Crore)
Statement of Standalone Unudited Results for the Quarter and Six months Ended 30-06-2020
Particulars 3 months Preceding Corresponding Year to date Year to date Previous
ended 3 months ended 3 months ended figures for figures for year ended
current period the previous
ended period ended
30-06-2020 31-03-2020 30-06-2019 30-06-2020 30-06-2019 31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Revenue from Operations
a) Sales / Income from Operations 2,520,30 3,433.02 4,059.28 5,953.32 7.908.91 15,343.11
b) Other operating revenue 80.53 68.69 90.44 149.22 159.90 313.54
Total Revenue from Operations 2,600.83 3,501.71 4,149.72 6,102.54 8,068.81 15,656.65
Other Income (Refer Note - 5) 50.24 54.65 51.91 104.89 204.40 311.21
3 Total Income 2,651.07 3,556.36 4,201.63 6,207.43 8,273.21 15,967.86
4 Expenses
a) Cost of materials consumed 217.86 529.99 576.57 747.85 1,212.53 2.258.10
b) Purchases of stock-in-trade 156.09 110.16 103.89 266.25 169.93 361.69
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 125.44 (164.67) (21.28) (39.23) (11.75) 100.81
d) Employee benefits expense 176.20 208.46 202.99 384.66 402.51 863.97
e) Power and Fuel 457.04 733.82 815.77 1,190.86 1.607.33 3,131.34
f) Freight and Forwarding expense 603.39 945.70 1,044.52 1.549.09 2.105.79 4.050.06
g) Finance costs (Refer Note - 3) 13.07 10.59 19.88 23.66 40.73 86.22
h) Depreciation and amortisation expense (Refer Note - 3) 161.79 157.08 145.98 318.87 292.67 602.97
i) Other expenses (Refer Note - 3) 340.38 552.40 645.58 892.78 1.269.88 2,481.23
Total expenses 2,251.26 3,083.53 3,533.90 5,334.79 7,089.62 13,936.39
Profit before tax (3-4) 399.81 472.83 667.73 872.64 1.183.59 2.031.47
Tax expense (Refer Note - 6)
a) Current tax 147.95 142.64 224.29 290.59 427.46 689.81
b) Deferred tax charge / (credit) (16.13) 10.25 (7.86) (5.88) (33.59) (17.25)
131.82 152.89 216,43 284,71 393,87 672.56
Profit for the period (5-6) 267.99 319.94 451.30 587.93 789.72 1,358.91

$-2-$
(₹ in Crore)
Particulars 3 monthsended30-06-2020 Preceding3 months ended31-03-2020 Corresponding3 months ended30-06-2019 Year to datefigures forcurrent periodended30-06-2020 Year to datefigures forthe previousperiod ended30-06-2019 Previousyear ended31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
8 Other Comprehensive Income (OCI)
Items that will not be reclassified to profit or loss
Re-measurement gains / (loss) on defined benefit plans (Refer Note - 7) $\blacksquare$ (4.45) (43.24) (4.45) (38.28) (75.28)
Income tax relating to items that will not be reclassified to profit or loss $\blacksquare$ 1.56 15.11 1.56 13.38 26.30
Other Comprehensive Income for the period, net of tax $\sim$ (2.89) (28.13) (2.89) (24.90) (48.98)
$\sim$
9 Total Comprehensive Income (7+8) 267.99 317.05 423.17 585.04 764.82 1,309.93
10 Paid-up equity share capital (Face value per share ₹ 10) 187.99 187.99 187.99 187.99 187.99 187.99
11 Other Equity 11,333.29
12 Earnings per share of ₹ 10 each (not annualised)
(a) Basic₹ 14.27 17.04 24.03 31.31 42.05 72.36
(b) Diluted₹ 14.24 17.00 23.97 31.24 41.95 72.19
Standalone Segment wise Revenue, Result, Assets and Liabilities (₹ in Crore)
3 months Preceding Corresponding Year to date Year to date Previous
Particulars ended 3 months ended 3 months ended figures forcurrent period figures forthe previous year ended
ended period ended
30-06-2020 31-03-2020 30-06-2019 30-06-2020 30-06-2019 31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Segment Revenue (Including inter-segment revenue)
a Cement 2,549.58 3,153.07 3,841.29 5,702.65 7,428.35 14,365.91
$\mathsf{b}$ Ready Mix Concrete 62.23 389.83 365.82 452.06 758.81 1,482.55
Total 2,611.81 3,542.90 4,207.11 6,154.71 8,187.16 15,848.46
Less: Inter Segment Revenue 10.98 41.19 57.39 52.17 118.35 191.81
Total Revenue from Operations 2,600.83 3,501.71 4,149.72 6,102.54 8,068.81 15,656.65
$\overline{2}$ Segment Results
a Cement 403.27 393.67 630.78 796.94 988.54 1,701.25
b Ready Mix Concrete (39.13) 36.27 16.21 (2.86) 56.38 133.21
Total 364.14 429.94 646.99 794.08 1,044.92 1,834.46
Less: i Finance costs 13.07 10.59 19.88 23.66 40.73 86.22
ii Other Un-allocable Expenditure net of Un-allocable (Income) (2.24) (2.51) (4.61) (4.75) (6.68) (16.48)
Add: Interest and Dividend Income (Refer Note - 5) 46.50 50.97 36.01 97.47 172.72 266.75
Total Profit before tax 399.81 472.83 667.73 872.64 1,183.59 2,031.47
3 Segment Assets
a Cement 11,074.96 11,588.09 11,829.08 11,074.96 11,829.08 10,925.45
b CC LimitReady Mix Concrete 456.42 670.93 484.30 456.42 484.30 470.27
$\mathtt{C}$ POUnallocated 5,833.77 5,244.25 4,145.45 5,833.77 4,145.45 5,686.38
Total Assets 17,365.15 17,503.27 16,458.83 17,365.15 16,458.83 17,082.10
$\overline{4}$ AVC *Segment Liabilities
a $\sqrt{2}$Cement 3,696.51 3,776.55 3,698.08 3,696.51 3,698.08 3,792.39
b Ready Mix Concrete 358.28 465.62 328.51 358.28 328.51 355.15
$\mathbb C$ UnallocatedCOTTUING 1,466.35 1,421.30 1,456.70 1,466.35 1,456.70 1,413.28
Total Liabilities 5,521.14 5,663.47 5,483.29 5,521.14 5,483.29 5,560.82

ACC

$-3-$

Balance sheet

(₹ in Crore)
Particulars As atcurrent period ended30-06-2020 As atprevious yearended31-12-2019
Unaudited Audited
A ASSETS
1) Non-current assets
a) Property, Plant and Equipment 6,880.36 6,957.28
b) Capital work-in-progress 359.36 435.34
c) Right-of-use Assets 112.47
d) Other intangible assets 39.99 34.09
e) Investments in subsidiaries, associates andjoint ventures 226.45 226.45
f) Financial Assets
(i) Investments 3.70 3.70
(ii) Loans 138.21 135.92
(iii) Other Financial Assets 516.29 468.23
g) Non-current tax assets (Net) 827.92 857.01
h) Other non-current assets 548.99 540.78
Total Non-current assets 9,653.74 9,658.80
2) Current assets
a) Inventories 1,248.36 1,140.95
b) Financial Assets
(i) Trade receivables 694.00 628.43
(ii) Cash and Cash Equivalents 4,563.41 4,383.18
(iii) Bank balances other than Cash and CashEquivalents 158.75 154.92
(iv) Loans 45.46 31.43
(v) Other financial assets 297.97 270.51
c) Other current assets 700.94 803.41
Sub-total - Current assets 7,708.89 7,412.83
d) Non-current assets classified as held for sale 2.52 10.47
Total Current assets 7,711.41 7,423.30
TOTAL - ASSETS 17,365.15 17,082.10

$-4-$

Balance sheet (Contd.)
------------------------------- --
Particulars As atcurrent period ended30-06-2020 $($ ₹ in Crore)As atprevious yearended31-12-2019
Unaudited Audited
EQUITY AND LIABILITIESB
Equity
a) Equity Share Capital 187.99 187.99
b) Other Equity 11,656.02 11,333.29
Total Equity 11,844.01 11,521.28
Liabilities
Non-current liabilities
a) Financial Liability
Lease Liabilities 96.64
b) Provisions 227.21 234.13
c) Deferred tax liabilities (Net) 634.77 642.21
Total Non-current liabilities 958.62 876.34
Current liabilities
a) Financial Liabilities
(i) Trade payables
Total outstanding dues of micro and smallenterprises 10.64 11.27
Total outstanding dues of creditors otherthan micro and small enterprises 1,475.19 1,459.70
(ii) Other financial liabilities 791.38 933.96
b) Other current liabilities 1,853.69 1,913.80
c) Provisions 34.04 23.39
d) Current tax liabilities (Net) 397.58 342.36
Total - Current liabilities 4,562.52 4,684.48
Total - Liabilities 5,521.14 5,560.82
TOTAL - EQUITY AND LIABILITIES 17,365.15 17,082.10

Cash flow statement (₹ in Crore)
Particulars For the periodended June 30,2020 For the periodended June 30,2019
Unaudited Unaudited
А. Cash flow from operating activitiesProfit before TaxAdjustments to reconcile profit before tax to net cash flows: 872.64 1,183.59
Depreciation and amortisation expense(Profit) / Loss on sale / write off of Property, Plant and Equipments(net) 318.878.32 292.67(21.59)
Gain on sale of current financial assets measured at FVTPLDividend and Interest incomeFinance costsOther Adjustments (7.34)(97.47)23.6642.34 (9.67)(172.72)40.7319.52
Operating profit before working capital changes 1,161.02 1,332.53
Changes in Working Capital (394.39) (723.51)
Cash generated from operations 766.63 609.02
Direct tax paid - (Net of refunds) (206.28) (197.05)
Net Cash flow from operating activities 560.35 411.97
В. Cash flow from investing activitiesPurchase of Property, Plant and Equipments (Including Capital work-in-progress and Capital Advances) (174.18) (201.95)
Dividend and Interest received 96.525.37 75.403.05
Other Adjustments
Net cash used in investing activitiesC. Cash flow from financing activities (72.29) (123.50)
Interest paidDividend and Dividend Distribution Tax paidCash flow from other financing activities (33.18)(262.90)(11.82) (39.86)(316.94)
Net cash used in financing activities (307.90) (356.80)
Net increase / (decrease) in cash and cash equivalents 180.16 (68.33)
Add: Cash and cash equivalents at the beginning of the yearAdd: Adjustment for gain on fair valuation of current financial assetsmeasured at FVTPL 4,383.180.07 2,836.840.42
Cash and cash equivalents at the end of the period 4,563.41 2,768.93

Notes:

The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on July 20, 2020. The Statutory $\overline{1}$ Auditors have carried out a limited review of the above results.

$-6-$

  • The Company had shut-down plants following nationwide lockdown which was announced by the Government of India in view of COVID-19. From April 20, $\overline{2}$ 2020, operations at plants had commenced in a phased manner taking into account directives from various Government authorities. The Company has considered the possible effects that may result from COVID-19 in the preparation of these financial results including the recoverability of carrying amounts of financial and non-financial assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of COVID-19, the Company has, at the date of approval of the financial results, used internal and external sources of information and expects that the carrying amount of the assets will be recovered. The impact of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of the same.
  • The Company has adopted Ind AS 116 effective January 01, 2020, using the modified retrospective approach without restatement of the comparative 3 period. Leases that were accounted for as operating leases in accordance with Ind AS 17 Leases, are recognised at the present value of the remaining lease payments starting January 01, 2020, and discounted using the lessee's incremental borrowing rate as at the date of initial application. This has resulted in recognising lease liabilities and right-of-use assets of ₹ 131.61 Crore, as at January 01, 2020. The effect of implementing Standard in the statement of profit and loss is as under:
(₹ in Crore)
Particulars 3 monthsended Preceding3 months ended Year to datefigures forcurrent periodended
30-06-2020 31-03-2020 30-06-2020
Unaudited Unaudited Unaudited
Other expenses are lower by 8.21 8.85 17.06
Depreciation and Amortisation expenses is higher by 6.73 7.20 13.93
Finance costs are higher by 2.48 2.64 5.12

The Competition Commission of India ('CCI'), on grounds of alleged cartelisation, vide its order dated August 31, 2016 had imposed a penalty of ₹ 1,147.59 $\overline{4}$ Crore on the Company. The Company had appealed against the penalty to the Competition Appellate Tribunal (COMPAT) which granted a stay with a condition to deposit 10% of the penalty amount, which was deposited (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 05, 2018 has admitted the appeal and directed that the interim order passed by the Tribunal in this case will continue in the meantime.

In a separate matter, pursuant to a reference filed by the Government of Haryana, the CCI by its order dated January 19, 2017 had imposed a penalty of $\bar{\tau}$ 35.32 Crore on the Company. On Company's filing an appeal, COMPAT has stayed the penalty. Matter is now listed before NCLAT and is pending for hearing.

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

Notes (Contd.):

During the previous vear ended December 31, 2019 receipt of Orders Giving Effect (OGE) of the CIT(A) orders for certain Assessment Years, resulted in $5^{\circ}$ interest income and reversal of provision for interest on income tax aggregating ₹ 276.66 Crore. The Company made a provision of ₹ 177.18 Crore against this due to uncertainty of its ultimate realisability and the net income of ₹99.48 Crore is included in Other Income for the six months ended June 30, 2019 and year ended December 31, 2019.

$-7-$

  • On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted Section 115BAA in the Income Tax Act, 6 1961 which provides domestic companies a non-reversible option to pay corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. The Company is currently in the process of evaluating this option.
  • The Provident Fund of ACC Limited (Trust) had invested ₹49 Crore in perpetual bonds of IL&FS Financial Services Limited. $\overline{7}$ In view of uncertainties regarding recoverability of this investment, during the quarter and half year ended June 30, 2019 and the previous year ended December 31, 2019 the Company provided ₹49 Crore being the change in re-measurement of the defined benefit plans, in Other Comprehensive Income towards probable incremental employee benefit liability that may arise on the Company on account of any likely shortfall of the Trust in meeting its obligations.
  • Figures for the previous periods have been regrouped / reclassified wherever necessary to conform to the current period's presentation. 8

For and on behalf of the Board of Directors

(Sridhar Balakrishnan) MANAGING DIRECTOR & CEO DIN:08699523

Mumbai - July 20, 2020

Chartered Accountants Accountants

Indiabulls Finance Centre Tower 3, 24th-32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai-400 013 Maharashtra, India

Tel: +91 022 6185 4000 Fax: +91 022 6185 4101

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF ACC LIMITED

  1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of ACC LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of the net profit after tax and total comprehensive income of its associates and joint ventures for the quarter and six months ended June 30, 2020 ("the Statement") which includes four joint operations of a subsidiary (consolidated on proportionate basis with subsidiary), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

  2. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

  3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

  1. The Statement includes the results of the following entities:

Parent Company ACC Limited

Subsidiary Companies

  • a. Bulk Cement Corporation (India) Limited
  • b. ACC Mineral Resources Limited (AMRL) including following four joint operations:
  • i. MP AMRL (Semaria) Coal Company Limited (Joint operation of AMRL)
  • ii. MP AMRL (Morga) Coal Company Limited (Joint operation of AMRL)
  • iii. MP AMRL (Marki Barka) Coal Company Limited (Joint operation of AMRL)
  • iv. MP AMRL (Bicharpur) Coal Company Limited (Joint operation of AMRL)
  • c. Lucky Minmat Limited
  • d. National Limestone Company Private Limited
  • e. Singhania Minerals Private Limited

Regd. Office: Indiabulls Finance Centre, Tower 3, 27th-32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharashtra, India.

(LLP Identification No. AAB-8737)

Joint Ventures a. OneIndia BSC Private Limited b. Aakaash Manufacturing Company Private Limited

Associates

  • a. Alcon Cement Company Private Limited
  • b. Asian Concretes and Cements Private Limited
  1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
    1. We draw attention to Note 4 to the Statement which describes the following matters:
  • a. In terms of order dated August 31, 2016, the Competition Commission of India (CCI) had imposed a penalty of ` 1,147.59 crores for alleged contravention of the provisions of the Competition Act, 2002 (the Competition Act) by the Company. On the Company's appeal, National Company Law Appellate Tribunal (NCLAT), (which replaced the Competition Appellate Tribunal (COMPAT) effective May 26, 2017), in its order passed on July 25, 2018 had upheld the CCI's Order. The Company's appeal against the said judgement of NCLAT before the Hon'ble Supreme Court was admitted vide its order dated October 05, 2018 with a direction that the interim order passed by the Tribunal would continue.
  • b. In a separate matter, pursuant to a reference filed by the Government of Haryana, the CCI by its order dated January 19, 2017, had imposed a penalty of ` 35.32 crores on the Company for alleged contravention of the provisions of the Competition Act. On Company's filing an appeal together with application for interim stay against payment of penalty, COMPAT has stayed the penalty pending hearing of the application. This matter is listed before the NCLAT for hearing.

Based on the Company's assessment on the outcome of these appeals supported by the advice of external legal counsel, the Company is of the view that no provision is necessary in respect of these matters in these consolidated financial results.

Our conclusion on the Statement is not modified in respect of these matters.

  1. We did not review the interim financial information of four subsidiaries (including four joint operations of a subsidiary) included in the consolidated unaudited financial results, whose interim financial information reflect total assets of 91.26 crores as at June 30, 2020, total revenues of 0.85 crores and 1.81 crores for the quarter and six months ended June 30, 2020 respectively, total net profit after tax of 0.29 crores and 0.76 crores for the quarter and six months ended June 30, 2020 respectively, total comprehensive income of 0.29 crores and 0.76 crores for the quarter and six months ended June 30, 2020 respectively and net cash flows of 1.66 crores for the six months ended June 30, 2020, as considered in the Statement.

The consolidated unaudited financial results also includes the Group's share of loss after tax of 0.56 crores and 0.14 crores for the quarter and six months ended June 30, 2020 respectively and total comprehensive income of (0.59) crores and (0.21) crores for the quarter and six months ended June 30, 2020 respectively, as considered in the Statement, in respect of one joint venture and one associate, whose interim financial information have not been reviewed by us.

These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of these matters.

  1. The consolidated unaudited financial results also includes the Group's share of profit after tax of 2.44 crores and 3.97 crores for the quarter and six months ended June 30, 2020 respectively and total comprehensive income of 2.44 crores and 3.97 crores for the quarter and six months ended June 30, 2020 respectively, as considered in the Statement, in respect of one associate, based on its interim financial information which has not been reviewed by its auditor. According to the information and explanations given to us by the Management, this interim financial information is not material to the Group.

Our conclusion on the Statement is not modified in respect of our reliance on the interim financial information certified by the Management.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W/W-100018)

SAIRABEE NAINAR RAWTHER

Digitally signed by SAIRABEE NAINAR RAWTHER Date: 2020.07.20 16:37:07 +05'30'

SAIRA NAINAR

Partner

(Membership No. 040081)

(UDIN: 20040081AAAABK2167)

Place: MUMBAI

Date: July 20, 2020

AGG

ACC LIMITED CIN: L26940MH1936PLC002515 Registered Office : Cement House,

121, Maharshi Karve Road, Mumbai - 400 020

Tel. No.: 022-41593321; Fax No.: 022-66317458; Website: www.acclimited.com; e-mail: [email protected]

(₹ in Crore)
Statement of Consolidated Unaudited Results for the Quarter and Six months Ended 30-06-2020
Particulars 3 monthsended Preceding3 months ended Corresponding3 months ended Year to datefigures forcurrent periodended Year to datefigures forthe previousperiod ended Previousyear ended
30-06-2020 31-03-2020 30-06-2019 30-06-2020 30-06-2019 31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Revenue from Operations
a) Sales / Income from Operations 2,520.30 3,433.02 4,059.28 5,953.32 7.908.91 15,343.11
b) Other operating revenue 81.94 68.69 90.54 150.63 160.02 314.44
Total Revenue from Operations 2,602.24 3,501.71 4,149.82 6,103.95 8,068,93 15,657.55
$\overline{2}$ Other Income (Refer Note - 5) 51.28 55.92 53.49 107.20 210.09 318.43
3 Total Income 2,653.52 3,557.63 4,203.31 6,211.15 8.279.02 15,975.98
$\overline{4}$ Expenses
a) Cost of materials consumed 217.89 529.99 574.82 747.88 1.210.77 2.256.39
b) Purchases of stock-in-trade 156.09 110.16 103.89 266.25 169.93 361.69
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 125.44 (164.67) (21.28) (39.23) (11.75) 100.81
d) Employee benefits expense 176.83 209.00 203.50 385.83 403.57 866.11
e) Power and Fuel 457.22 734.36 816.60 1,191.58 1,608.69 3,134.01
f) Freight and Forwarding expense 600.69 941.47 1.039.75 1,542.16 2,096.63 4,032.09
q) Finance costs (Refer Note - 3) 13.07 10.60 19.89 23.67 40.75 86.27
h) Depreciation and amortisation expense (Refer Note - 3) 162.67 157.95 146.86 320.62 294.43 606.44
i) Other expenses (Refer Note - 3) 342.72 554.92 649.52 897.64 1,276.37 2,493.67
Total expenses 2,252.62 3,083.78 3,533.55 5,336.40 7,089.39 13,937.48
5 Profit before share of profit of associates and joint ventures and tax (3-4) 400.90 473.85 669.76 874.75 1,189.63 2,038.50
6 Share of profit / (loss) of associates and joint ventures 2.21 2.23 2.87 4.44 6.09 14.02
Profit before tax (5+6) 403,11 476.08 672.63 879.19 1,195.72 2,052.52
8 Tax expense (Refer Note - 6)
$CC$ Limia) Current tax 148.34 142.83 224.88 291.17 427.72 690.20
b) Deferred tax charge / (credit) (16.18) 10.23 (7.93) (5.95) (33.70) (15.22)
$\n Then\n$45 132.16 153.06 216.95 285.22 394.02 674.98
9 Profit for the period (7-8) 270.95 323.02 455.68 593.97 801.70 1,377.54
OTTHUIS

$\sim$ $\bullet$

$-2-$
(₹ in Crore)
Particulars 3 monthsended Preceding3 months ended Corresponding3 months ended Year to datefigures forcurrent periodended Year to datefigures forthe previousperiod ended Previousyear ended
30-06-2020 31-03-2020 30-06-2019 30-06-2020 30-06-2019 31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
10 Other Comprehensive Income (OCI)
Items that will not be reclassified to profit or loss
Re-measurement gains / (loss) on defined benefit plans (Refer Note - 7) (0.03) (4.49) (43.24) (4.52) (38.29) (75.53)
Income tax relating to items that will not be reclassified to profit or loss $\sim$ 1.56 15.11 1.56 13.38 26.30
Other Comprehensive Income for the period, net of tax (0.03) (2.93) (28.13) (2.96) (24.91) (49.23)
11 Total Comprehensive Income (9+10) 270.92 320.09 427.55 591.01 776.79 1,328.31
12 Profit Attributable to:
Owners of the Company 270.92 323.00 455.64 593.92 801.63 1.377.41
Non-controlling interests 0.03 0.02 0.04 0.05 0.07 0.13
Profit for the period 270.95 323.02 455.68 593.97 801.70 1,377.54
13 Other Comprehensive Income Attributable to:
Owners of the Company (0.03) (2.93) (28.13) (2.96) (24.91) (49.23)
Non-controlling interests $\sim$ $\overline{\phantom{a}}$ $\overline{\phantom{a}}$
Other Comprehensive Income (0.03) (2.93) (28.13) (2.96) (24.91) (49.23)
14 Total Comprehensive Income Attributable to:
Owners of the Company 270.89 320.07 427.51 590.96 776.72 1,328.18
Non-controlling interests 0.03 0.02 0.04 0.05 0.07 0.13
Total Comprehensive Income 270.92 320.09 427.55 591.01 776.79 1,328.31
15 Paid-up equity share capital (Face value per share ₹ 10) 187.99 187.99 187.99 187.99 187.99 187.99
16 Other Equity 11,355.78
17 1 Earnings per share of ₹ 10 each (not annualised)
(a) Basic₹ 14.43 17.20 24.26 31.63 42.69 73.35
(b) Diluted₹ 14.39 17.16 24.20 31.55 42.58 73.17

AGG

$-3-$
(₹ in Crore)
Consolidated Segment wise Revenue, Result, Assets and Liabilities
Particulars 3 monthsended Preceding3 months ended Corresponding3 months ended Year to datefigures for Year to datefigures forthe previous Previousvear ended
current period ended period ended
30-06-2020 31-03-2020 30-06-2019 30-06-2020 30-06-2019 31-12-2019
Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Segment Revenue (Including inter-segment revenue)
$\mathbf{a}$ Cement 2.550.99 3.153.07 3.841.39 5,704.06 7,428.47 14,366.81
$\mathsf{b}$ Ready Mix Concrete 62.23 389.83 365.82 452.06 758.81 1.482.55
Total 2,613.22 3,542.90 4,207.21 6,156.12 8,187.28 15,849.36
Less: Inter segment revenue 10.98 41.19 57.39 52.17 118.35 191.81
Total Revenue from Operations 2.602.24 3,501.71 4.149.82 6,103.95 8,068.93 15,657.55
2 Segment Results
a Cement 403.32 393.43 631.22 796.75 988.91 1,703.52
b Ready Mix Concrete (39.13) 36.27 16.21 (2.86) 56.38 133.21
Total 364.19 429.70 647.43 793.89 1,045.29 1,836.73
i Finance costsLess: 13.07 10.60 19.89 23.67 40.75 86.27
ii Other Un-allocable Expenditure net of Un-allocable (Income) (2.46) (2.87) (5.19) (5.33) (10.25) (18.55)
Add: Interest and Dividend Income (Refer Note - 5) 47.32 51.88 37.03 99.20 174.84 269.49
Profit before share of profit of associates and joint ventures and tax 400.90 473.85 669.76 874.75 1,189.63 2,038.50
Add: Share of profit / (loss) of associates and joint ventures 2.21 2.23 2.87 4.44 6.09 14.02
Total Profit Before Tax 403.11 476.08 672.63 879.19 1.195.72 2.052.52
3 Segment Assets
a Cement 11,130.95 11,643.12 11,877.69 11,130.95 11,877.69 10,979.56
$\mathbf b$ Ready Mix Concrete 456.42 670.93 484.30 456.42 484.30 470.27
$\mathsf{C}$ Unallocated 5.835.85 5,245.22 4,137.11 5,835.85 4.137.11 5,686.15
Total Assets 17.423.22 17,559.27 16,499.10 17.423.22 16,499.10 17,135.98
$\overline{4}$ Segment Liabilities
a Cement 3.709.37 3,789.77 3,707.03 3.709.37 3,707.03 3,806.50
b Ready Mix Concrete 358.28 465.62 328.51 358.28 328.51 355.15
$\mathsf{C}$ Unallocated 1.479.94 1,435.39 1,468.78 1,479.94 1,468.78 1,427.40
Total Liabilities 5.547.59 5,690.78 5,504.32 5,547,59 5,504.32 5,589.05

Consolidated Balance sheet (₹ in Crore)
Particulars As atcurrent periodended30-06-2020 As atprevious yearended31-12-2019Audited
A ASSETS Unudited
1) Non-current assets
a) Property, Plant and Equipment 6,906.53 6,976.89
b) Capital work-in-progress 362.81 445.67
c) Right-of-use Assets 112.47
d) Goodwill on consolidation 15.57 15.57
e) Other Intangible assets 40.17 34.27
f) Investments in associates and joint ventures 116.84 112.48
g) Financial Assets
(i) Investments 3.70 3.70
(ii) Loans 146.22 143.76
(iii) Other Financial Assets 516.29 468.23
h) Non-current tax assets (Net) 829.65 859.76
i) Other non-current assets 549.54 541.08
Total Non-current assets 9,599.79 9,601.41
2) Current assets
a) Inventories 1,249.66 1,141.93
b) Financial assets
(i) Trade receivables 695.36 626.65
(ii) Cash and Cash Equivalents 4,671.84 4,492.53
(iii) Bank balances other than Cash and Cash Equivalents 159.04 155.20
(iv) Loans 42.92 29.02
(v) Other financial assets 297.70 270.38
c) Other current assets 704.39 808.39
Sub-total - Current assets 7,820.91 7,524.10
d) Non-current assets classified as held for sale 2.52 10.47
Total Current assets 7,823.43 7,534.57
TOTAL - ASSETS 17,423.22 17,135.98

Consolidated Balance sheet (Contd.) (₹ in Crore)
Particulars As atcurrent periodended30-06-2020 As atprevious yearended31-12-2019
EQUITY AND LIABILITIESB Unudited Audited
Equity
a) Equity Share Capital 187.99 187.99
b) Other Equity 11,684.43 11,355.78
Equity attributable to owners of the parent 11,872.42 11,543.77
Non-controlling Interest 3.21 3.16
Total Equity 11.875.63 11,546.93
Liabilities
Non-current liabilities
a) Financial Liability
Lease Liabilities 96.64
b) Provisions 228.20 235.10
c) Deferred tax liabilities (Net) 648.21 655.72
Total Non-current liabilities 973.05 890.82
Current liabilities
a) Financial Liabilities
(i) Trade payables
Total outstanding dues of micro and small enterprises 10.64 11.27
Total outstanding dues of creditors other than micro andsmall enterprises 1,479.25 1,463.71
(ii) Other financial liabilities 793.74 937.50
b) Other current liabilities 1,859.14 1,919.39
c) Provisions 34.04 23.39
d) Current tax liabilities (Net) 397.73 342.97
Total - Current liabilities 4,574.54 4,698.23
Total - Liabilities 5,547.59 5,589.05
TOTAL - EQUITY AND LIABILITIES 17,423.22 17,135.98

Consolidated Cash flow statement (₹ in Crore)
Particulars For the periodended June 30,2020 For the periodended June 30,2019
Unaudited Unaudited
А. Cash flow from operating activitiesProfit before TaxAdjustments to reconcile profit before tax to net cash flows: 879.19 1,195.72
Depreciation and amortisation expense(Profit) / Loss on sale / write off of Property, Plant &Equipments (net) 320.628.32 294.43(24.01)
Gain on sale of current financial assets measured at (7.94) (10.84)
FVTPLInterest incomeFinance costs (100.71)23.67 (174.84)40.75
Other Adjustments 37.911,161.06 13.451,334.66
Operating profit before working capital changes (396.96) (724.41)
Changes in Working CapitalCash generated from operations 764.10 610.25
Direct tax paid - (Net of refunds) (206.30) (197.65)
Net Cash flow from operating activities 557.80 412.60
В. Cash flow from investing activitiesPurchase of Property, Plant & Equipments (IncludingCapital work-in-progress and Capital Advances) (176.50) (203.48)
Dividend and Interest receivedOther Adjustments 99.746.10 78.1111.54
Net cash used in investing activities (70.66) (113.83)
С. Cash flow from financing activitiesInterest paidDividend and Dividend Distribution Tax paidCash flow from other financing activities (33.17)(262.90)(11.82) (39.86)(316.94)
Net cash used in financing activities (307.89) (356.80)
Net increase / (decrease) in cash and cash equivalents 179.25 (58.03)
Add: Cash and cash equivalents at the beginning of the yearAdd: Adjustment for gain on fair valuation of current financialassets measured at FVTPL 4,492.530.06 2,933.210.40
Cash and cash equivalents at the end of the period 4,671.84 2,875.58

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$\overline{1}$

Notes:

1 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on July 20, 2020. The Statutory Auditors have carried out a limited review of the above results.

$-7-$

  • 2 The Company had shut-down plants following nationwide lockdown which was announced by the Government of India in view of COVID-19. From April 20, 2020, operations at plants had commenced in a phased manner taking into account directives from various Government authorities. The Company has considered the possible effects that may result from COVID-19 in the preparation of these financial results including the recoverability of carrying amounts of financial and non-financial assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of COVID-19, the Company has, at the date of approval of the financial results, used internal and external sources of information and expects that the carrying amount of the assets will be recovered. The impact of COVID-19 on the Company's financial results may differ from that estimated as at the date of approval of the same.
  • 3 The Group has adopted Ind AS 116 effective January 01, 2020, using the modified retrospective approach without restatement of the comparative period. Leases that were accounted for as operating leases in accordance with Ind AS 17 Leases, are recognised at the present value of the remaining lease payments starting January 01, 2020, and discounted using the lessee's incremental borrowing rate as at the date of initial application. This has resulted in recognising lease liabilities and right-of-use assets of ₹131.61 Crore, as at January 01, 2020. The effect of implementing Standard in the statement of profit and loss is as under:
(₹ in Crore)
3 monthsended Preceding3 months ended Year to datefigures for
Particulars current period
ended
30-06-2020 31-03-2020 30-06-2020
Unaudited Unaudited Unaudited
Other expenses are lower by 8.21 8.85 17.06
Depreciation and Amortisation expenses is higher by 6.73 7.20 13.93
Finance costs are higher by 2.48 2.64 5.12

The Competition Commission of India ('CCI'), on grounds of alleged cartelisation, vide its order dated August 31, 2016 had imposed a penalty of ₹1,147.59 Crore on the Company. The Company had appealed against the penalty to the Competition Appellate Tribunal (COMPAT) which granted a stay with a condition to deposit 10% of the penalty amount, which was deposited (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 05, 2018 has admitted the appeal and directed that the interim order passed by the Tribunal in this case will continue in the meantime.

In a separate matter, pursuant to a reference filed by the Government of Haryana, the CCI by its order dated January 19, 2017 had imposed a penalty of ₹ 35.32 Crore on the Company. On Company's filing an appeal, COMPAT has stayed the penalty. Matter is now listed before NCLAT and is pending for hearing.

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

Notes (Contd.):

  • During the previous year ended December 31, 2019 receipt of Orders Giving Effect (OGE) of the CIT(A) orders for certain Assessment Years, resulted in 5 interest income and reversal of provision for interest on income tax aggregating ₹ 276.66 Crore. The Company made a provision of ₹ 177.18 Crore against this due to uncertainty of its ultimate realisability and the net income of ₹99.48 Crore is included in Other Income for the six months ended June 30, 2019 and year ended December 31, 2019.
  • On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted Section 115BAA in the Income Tax Act, 6 1961 which provides domestic companies a non-reversible option to pay corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. The Company is currently in the process of evaluating this option.
  • The Provident Fund of ACC Limited (Trust) had invested ₹49 Crore in perpetual bonds of IL&FS Financial Services Limited. $\overline{7}$ In view of uncertainties regarding recoverability of this investment, during the quarter and half year ended June 30, 2019 and the previous year ended December 31, 2019 the Company provided ₹49 Crore being the change in re-measurement of the defined benefit plans, in Other Comprehensive Income towards probable incremental employee benefit liability that may arise on the Company on account of any likely shortfall of the Trust in meeting its obligations.
  • Figures for the previous periods have been regrouped / reclassified wherever necessary to conform to the current period's presentation. 8

For and on behalf of the Board of Directors

(Sridhar Balakrishnan) MANAGING DIRECTOR & CEO DIN:08699523

Mumbai - July 20, 2020

$-8-$