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Ambuja Cements Ltd. Regulatory Filings 2020
59365_rns_2020-08-21_e79a2d3f-6579-4fc7-8c07-b7430f6ae913.pdf
Regulatory Filings
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ACL:SEC: 21st August, 2020,
| BSE Limited,Phiroz Jeejeebhoy Towers,Dalal Street, Mumbai – 400023 | National Stock Exchange of India Ltd.,Plot No.C/1 'G' BlockBandra – Kurla ComplexBandra East,Mumbai 400051 |
|---|---|
| Deutsche BankTrust Company AmericasWinchester House1 Great Winchester StreetLondon EC2N 2DBCtas Documents<[email protected]< td="">Societe de la Bourse de Luxembourg,Avenue de la Porte NeuveL-2011 Luxembourg,B.P 165"Luxembourg Stock Ex-Group ID "<[email protected]< td=""></[email protected]<></[email protected]<> | Societe de la Bourse de Luxembourg,Avenue de la Porte NeuveL-2011 Luxembourg,B.P 165"Luxembourg Stock Ex-Group ID "<[email protected]< td=""></[email protected]<> |
Dear Sirs,
Sub: Disclosure of Related Party Transactions for the half-year ended 30th June, 2020
Pursuant to Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed disclosure of related party transactions on consolidated basis, drawn in accordance with the applicable accounting standards for the half year ended 30th June, 2020.
The above is for your information please.
Thanking you Yours faithfully For AMBUJA CEMENTS LTD
Rajiv Natwarlal Gandhi
DN: c=IN, o=Personal, postalCode=400066, st=Maharashtra, 2.5.4.20=3a36db83fd05f407f18fda649feacb1989d875e5637db pseudonym=E4EC47B33DF1C30CD38084026440808D8990C0 30, serialNumber=5CEA5EE8CBE3142AACBF25F4A7A9BED624DB 5527F90B86B63752C706E31A3BFA, cn=Rajiv Natwarlal Gandhi
Digitally signed by Rajiv Natwarlal Gandhi
583340b4ecc46796210,
Date: 2020.08.21 17:34:21 +05'30'
RAJIV GANDHI COMPANY SECRETARY Membership No A11263
Elegant Business Park, MIDC Cross Road '8', Off Andheri Kurla Road, Andheri (E), Mumbai 400059. Tel.: 022- 4066 7000 /6616 7000, Fax: 022 - 6616 7711 /4066 7711 . Website: www.ambujacement.com Regd. Off. : P.O. Ambujanagar, Taluka - Kodinar, Dist. Gir Somnath, Gujarat. CIN: L26942GJ1981PLC004717
Consolidated disclosure of Related Party transactions for the half year ended June 30, 2020 in Compliance under Regulation 23(9) of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015
The related parties of Ambuja Cements Limited ('Parent') consist of its subsidiaries, associates, joint ventures, key managerial personnel (KMP) & employee welfare funds (together hereinafter referred as "Group"). Transactions and balances of the Parent with its subsidiaries and those between the subsidiaries are eliminated on consolidation.
I) Name of related parties
| A) Names of the related parties where control exists |
|---|
| Sr | Name | Nature of Relationship |
|---|---|---|
| 1 | LafargeHolcim Limited, Switzerland | Ultimate Holding Company |
| 2 | Holderfin B.V, Netherlands | Intermediate Holding Company |
| 3 | Holderind Investments Limited, Mauritius | Holding Company |
B) Others, with whom transactions have taken place during the current period
| i) Related parties | |
|---|---|
| -------------------- | -- |
| Name | Nature of Relationship |
|---|---|
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Fellow Subsidiary | |
| Joint Venture | |
| Associate of Subsidiary | |
| Associate of Subsidiary | |
| Associate of Subsidiary | |
| Trust (Post-employment benefit plan) | |
| Trust (Post-employment benefit plan) | |
| Trust (Post-employment benefit plan) | |
| Trust (Post-employment benefit plan) | |
| Holcim Group Services Limited, SwitzerlandHolcim Technology Limited, SwitzerlandHolcim Services (South Asia) LimitedLafargeHolcim Trading Pte Limited, SingaporePT Holcim Indonesia Tbk., IndonesiaLafargeHolcim Bangladesh Ltd, BangladeshHolcim Cement (Bangladesh) Limited, BangladeshHolcim (Romania) S.A., RomaniaLafargeHolcim Energy Solutions S.A.S., FranceLafarge Holcim Global Hub Services Private LimitedLafarge SA, FranceCounto Microfine Products Private LimitedAakaash Manufacturing Company Private LimitedAlcon Cement Company Private LimitedAsian Concretes and Cements Private LimitedAmbuja Cements Limited Staff Provident Fund TrustAmbuja Cements Limited Employees Gratuity Fund TrustThe Provident Fund of ACC LimitedACC Limited Employees Group Gratuity Scheme |
ii) Key management personnel
In accordance with "Ind AS 24 - Related Party Disclosures" and the Companies Act, 2013, following Personnels are considered as KMP.
| Sr | Name | Nature of Relationship |
|---|---|---|
| 1 | Mr. N.S. Sekhsaria | Principal Founder, Chairman, Non Executive, Non Independent Director |
| 2 | Mr. Jan Jenisch | Vice Chairman, Non Executive Non Independent Director |
| 3 | Mr. Martin Kriegner | Non Executive, Non Independent Director |
| 4 | Mr. Christof Hassig | Non Executive, Non Independent Director |
| 5 | Mr. Nasser Munjee | Non Executive, Independent Director |
| 6 | Mr. Rajendra P. Chitale | Non Executive, Independent Director |
| 7 | Mr. Shailesh Haribhakti | Non Executive, Independent Director |
| 8 | Dr. Omkar Goswami | Non Executive, Independent Director |
| 9 | Mr. Roland Kohler | Non Executive, Non Independent Director |
| 10 | Ms. Then Hwee Tan | Non Executive, Non Independent Director |
| 11 | Mr. Mahendra Kumar Sharma | Non Executive, Non Independent Director |
| 12 | Ms. Shikha Sharma | Non Executive, Independent Director |
| 13 | Mr. Ranjit Shahani | Non Executive, Non Independent Director |
| 14 | Mr. Praveen Kumar Molri | Non Executive, Non Independent Director |
| 15 | Mr. Bimlendra Jha | Managing Director & Chief Executive Officer (upto 20th February 2020) |
| 16 | Mr. Neeraj Akhoury | Managing Director & Chief Executive Officer (with effect from 21st February 2020) |
| 17 | Ms. Sonal Shrivastava | Chief Financial Officer |
| 18 | Mr. Rajiv Gandhi | Company Secretary |
| Particulars | For the six months | ||
|---|---|---|---|
| ended 30th June 2020 | |||
| ₹ in crore | |||
| II) | Transactions with related party | ||
| A) Transactions with fellow subsidiaries during the period | |||
| 1 | Purchase of goods | ||
| LafargeHolcim Energy Solutions S.A.S., France | (408.49) | ||
| 2 | Receiving of services | ||
| Holcim Group Services Limited, Switzerland | (0.97) | ||
| Holcim Technology Limited, Switzerland | (106.61) | ||
| Holcim Services (South Asia) Limited | (52.74) | ||
| Lafarge SA, France | (0.56) | ||
| (160.88) | |||
| 3 | Rendering of services | ||
| Holcim Technology Limited, Switzerland | (0.31) | ||
| Holcim Services (South Asia) Limited | (5.21) | ||
| Lafarge Holcim Global Hub Services Private Limited | (0.16) | ||
| Lafarge SA, France | (0.59) | ||
| (6.27) | |||
| 4 Other recoveries | |||
| Holcim Technology Limited, Switzerland | (0.47) | ||
| LafargeHolcim Energy Solutions S.A.S., France | (0.31) | ||
| (0.78) | |||
| 5 Other payments | |||
| LafargeHolcim Energy Solutions S.A.S., France | (3.70) | ||
| Holcim Technology Limited, Switzerland | (0.10) | ||
| (3.80) | |||
| 6 Expense recognised in respect of doubtful debts | |||
| Holcim Technology Limited, Switzerland | (1.45) | ||
| LafargeHolcim Trading Pte Limited, Singapore | (0.13) | ||
| PT Holcim Indonesia Tbk., Indonesia | (0.15) | ||
| (1.73) | |||
| Particulars | As at 30th June 2020 | ||
| ₹ in crore | |||
| B) Outstanding balances with fellow subsidiaries | |||
| 1 Amount receivable at the period end | |||
| Holcim Cement (Bangladesh) Limited, Bangladesh | (0.01) | ||
| Holcim Technology Limited, Switzerland | (0.16) | ||
| LafargeHolcim Bangladesh Ltd, Bangladesh | (0.03) | ||
| Lafarge SA, France | (0.23) | ||
| Lafarge Holcim Global Hub Services Private Limited | (0.39) | ||
| Holcim Services (South Asia) Limited | (4.66) | ||
| (5.48) | |||
| 2 Amount payable at the period end | |||
| Holcim Technology Limited, Switzerland | (64.60) | ||
| Holcim Services (South Asia) Limited | (45.12) | ||
| Holcim (Romania) S.A., Romania | (0.04) | ||
| Holcim Group Services Limited, Switzerland | (0.77) | ||
| LafargeHolcim Energy Solutions S.A.S., France | (8.77) | ||
| Lafarge SA, France | (0.06) | ||
| (119.36) |
| Particulars | For the six months |
|---|---|
| ended 30th June 2020 | |
| ₹ in crore | |
| II) Transactions with related party | |
| C) Transactions with holding company | |
| Dividend paid1 | |
| Holderind Investments Limited, Mauritius | (199.75) |
| Particulars | For the six months |
| ended 30th June 2020 | |
| ₹ in crore | |
| D) Transactions with associates | |
| 1 Purchase of goods | |
| Alcon Cement Company Private Limited | (25.17) |
| Asian Concretes and Cements Private Limited | (0.60) |
| (25.77) | |
| 2 Sale of goods | |
| Alcon Cement Company Private Limited | (8.88) |
| 3 Receiving of services | |
| Asian Concretes and Cements Private Limited | (34.05) |
| 4 Other recoveries | |
| Alcon Cement Company Private Limited | (5.58) |
| 5 Other payments | |
| Alcon Cement Company Private Limited | (0.09) |
| Asian Concretes and Cements Private Limited | (0.80) |
| (0.89) | |
| Particulars | As at 30th June 2020 |
| ₹ in crore | |
| E) Outstanding balances with associate company | |
| 1 Amount receivable at the period end | |
| Alcon Cement Company Private Limited | (6.49) |
| 2 Amount payable at the period end | |
| Alcon Cement Company Private Limited | (2.49) |
| Asian Concretes and Cements Private Limited | (14.54) |
| (17.03) | |
| Particulars | For the six months |
| ended 30th June 2020 | |
| ₹ in crore | |
| F) Transactions with joint ventures | |
| 1 Rendering of services | |
| Counto Microfine Products Private Limited | (1.96) |
| 2 Purchase of Goods | |
| Counto Microfine Products Private Limited | (0.10) |
| Aakaash Manufacturing Company Private Limited | (40.76) |
| (40.86) | |
| 3 Sale of goods | |
| Counto Microfine Products Private Limited | (0.01) |
| Aakaash Manufacturing Company Private Limited | (3.51) |
| 4 Other recoveries | (3.52) |
| Aakaash Manufacturing Company Private Limited | (0.62) |
| 5 Buyback of shares | |
| Counto Microfine Products Private Limited | (2.25) |
| Particulars | As at 30th June 2020 | ||
|---|---|---|---|
| ₹ in crore | |||
| II) Transactions with related party | |||
| G) Outstanding balances with joint ventures | |||
| 1 Amount receivable at the period end | |||
| Counto Microfine Products Private Limited | (1.96) | ||
| Aakaash Manufacturing Company Private Limited | (1.93) | ||
| (3.89) | |||
| 2 Amount payable at the period end | |||
| Counto Microfine Products Private Limited | (0.06) | ||
| Aakaash Manufacturing Company Private Limited | (9.83) | ||
| (9.89) | |||
| Particulars | For the six months | ||
| ended 30th June 2020₹ in crore | |||
| H) Transactions with Key Management Personnel | |||
| 1 | Remuneration (Refer Note (a) below) | ||
| Mr. Neeraj Akhoury (with effect from 21st February 2020) | (2.36) | ||
| Mr. Bimlendra Jha (upto 20th February 2020) | (11.42) | ||
| Ms. Sonal Shrivastava | (1.58) | ||
| Mr. Rajiv Gandhi | (0.76) | ||
| (16.12) | |||
| 2 | Break-up of remuneration | ||
| Short term employment benefit | (15.67) | ||
| Post employment benefits | (0.21) | ||
| Other long term benefits | (0.24) | ||
| (16.12) | |||
| 3 Commission and sitting fees | (2.30) |
Notes:
a) Remuneration does not include :
i) Provision for contribution to gratuity fund, leave encashment on retirement and other defined benefits which are made based on actuarial valuation on an overall Group basis are not included.
ii) Performance incentive for current period, pending finalisation. Current period includes performance incentive related to performance of previous year.
- b) Contribution to Ambuja Cements Limited Staff Provident Fund Trust and The Provident fund of ACC Limited : The Group is required to contribute a specified percentage of the employee compensation for eligible employees towards provident fund. During the period, the Group contributed ₹ 2.15 crore to "Ambuja Cements Limited Staff Provident Fund" and ₹ 11.34 crore to "The Provident fund of ACC Limited".
- c) Contribution to Ambuja Cements Limited Employees Gratuity Fund Trust and ACC limited Employees Group Gratuity scheme :
The Group maintains gratuity trust for the purpose of administering the gratuity payment to its employees. During the period, the Group has not made any contributions towards "Ambuja Cements Limited Employees Gratuity Fund Trust" and "ACC limited Employees Group Gratuity scheme".
d) The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. The Group has not recorded any loss allowances for trade receivables from related parties