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Ambuja Cements Ltd. Regulatory Filings 2021
59365_rns_2021-03-16_e45aded6-bb30-470d-b5f5-c1369acc367b.pdf
Regulatory Filings
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16th March, 2021
| 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 | Societe de la Bourse de Luxembourg,Avenue de la Porte NeuveL-2011 Luxembourg,B.P 165"Luxembourg StockEx-Group ID "<[email protected]< td=""></[email protected]<> |
| <[email protected]< td=""></[email protected]<> |
Dear Sirs,
Sub: Disclosure of Related Party Transactions for the half-year ended 31st December, 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 31st December, 2020.
The above is for your information please.
Thanking you Yours faithfully For AMBUJA CEMENTS LTD
Rajiv Natwarlal Gandhi
Digitally signed by Rajiv Natwarlal Gandhi DN: c=IN, o=Personal, postalCode=400066, st=Maharashtra, 2.5.4.20=3a36db83fd05f407f18fda649feacb1 989d875e5637db583340b4ecc46796210, pseudonym=9A435294AE7485A6BD242F442 CFE17808AE7DAF3, serialNumber=5CEA5EE8CBE3142AACBF25F4 A7A9BED624DB5527F90B86B63752C706E31 A3BFA, cn=Rajiv Natwarlal Gandhi Date: 2021.03.16 09:28:45 +05'30'
RAJIV GANDHI COMPANY SECRETARY Membership No A11263
Consolidated disclosure of Related Party transactions for the Year ended December 31, 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 year and /or previous year
i) Related parties
| Sr Name | Nature of Relationship | |
|---|---|---|
| 1 | Holcim Group Services Limited, Switzerland | Fellow Subsidiary |
| 2 | Holcim Technology Limited, Switzerland | Fellow Subsidiary |
| 3 | Holcim Services (South Asia) Limited | Fellow Subsidiary |
| 4 | Holcim (US) Inc | Fellow Subsidiary |
| 5 | LafargeHolcim Trading Pte Limited, Singapore (Formerly known as HolcimTrading Pte Limited) | Fellow Subsidiary |
| 6 | PT Holcim Indonesia Tbk., Indonesia | Fellow Subsidiary |
| 7 | LafargeHolcim Bangladesh Ltd, Bangladesh | Fellow Subsidiary |
| 8 | Holcim Cement (Bangladesh) Limited, Bangladesh | Fellow Subsidiary |
| 9 | Holcim (Romania) S.A., Romania | Fellow Subsidiary |
| 10 LafargeHolcim Energy Solutions S.A.S., France | Fellow Subsidiary | |
| 11 Lafarge Zambia PLC,Zambia | Fellow Subsidiary | |
| 12 LafargeHolcim Building Materials (China) Limited | Fellow Subsidiary | |
| 13 Lafarge Holcim Global Hub Services Private Limited | Fellow Subsidiary | |
| 14 Lafarge SA, France | Fellow Subsidiary | |
| 15 Lafarge Africa PLC, Nigeria | Fellow Subsidiary | |
| 16 Lafarge Umiam Mining Private Limited | Fellow Subsidiary | |
| 17 Holcim (Australia) Pty Ltd | Fellow Subsidiary | |
| 18 Holcim Philippines, Inc., Philippines | Fellow Subsidiary | |
| 19 Lafarge International Services Singapore Pte Ltd | Fellow Subsidiary | |
| 20 Asian Fine Cement Private Limited | Subsidiary of Asian Concretes and Cements Private Limited | |
| 21 Counto Microfine Products Private Limited | Joint Venture | |
| 22 Aakaash Manufacturing Company Private Limited | Associate of Subsidiary | |
| 23 Alcon Cement Company Private Limited | Associate of Subsidiary | |
| 24 Asian Concretes and Cements Private Limited | Associate of Subsidiary | |
| 25 Ambuja Cements Limited Staff Provident Fund Trust | Trust (Post-employment benefit plan) | |
| 26 Ambuja Cements Limited Employees Gratuity Fund Trust | Trust (Post-employment benefit plan) | |
| 27 The Provident Fund of ACC Limited | Trust (Post-employment benefit plan) | |
| 28 ACC Limited Employees Group Gratuity Scheme | Trust (Post-employment benefit plan) |
I) Name of related parties
ii) Key Management Personnel (KMP)
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, Non Executive Chairman, Non Independent Director |
| 2 | Mr. Jan Jenisch | Vice Chairman,Non Executive Promoter Director representing LafargeHolcim Limited,Switzerland, Non Independent Director |
| 3 | Mr. Martin Kriegner | Non Executive Promoter Director representing LafargeHolcim Limited, Switzerland,Non Independent Director |
| 4 | Mr. Christof Hassig | Non Executive Promoter Director representing LafargeHolcim Limited, Switzerland,Non Independent Director |
| 5 | Mr. B.L.Taparia | Non Executive Director (upto 29th March 2019) |
| 6 | Mr. Nasser Munjee | Non Executive, Independent Director |
| 7 | Mr. Rajendra P. Chitale | Non Executive, Independent Director |
| 8 | Mr. Shailesh Haribhakti | Non Executive, Independent Director |
| 9 | Dr. Omkar Goswami | Non Executive, Independent Director |
| 10 Mr. Haigreve Khaitan | Independent Director (upto 31st March 2019) | |
| 11 Mr. Roland Kohler | Non Executive Promoter Director representing LafargeHolcim Limited, Switzerland,Non Independent Director (upto 10th December 2020) | |
| 12 Mr Ramanathan Muthu | Non Executive Promoter Director representing LafargeHolcim Limited, Switzerland,Non Independent Director (with effect from 23rd December 2020) | |
| 13 Ms. Then Hwee Tan | Non Executive, Non Independent Director (with effect from 18th February 2019) | |
| 14 Mr. Mahendra Kumar Sharma | Non Executive, Non Independent Director (with effect from 1st April 2019) | |
| 15 Ms. Shikha Sharma | Non Executive, Independent Director (with effect from 1st April 2019) | |
| 16 Mr. Ranjit Shahani | Non Executive, Non Independent Director (with effect from 1st April 2019) | |
| 17 Mr. Praveen Kumar Molri | Non Executive, Non Independent Director (with effect from 1st April 2019) | |
| 18 Mr. Ajay Kapur | Managing Director & Chief Executive Officer (upto 28th February 2019) | |
| 19 Mr. Bimlendra Jha | Managing Director & Chief Executive Officer (with effect from 1st March 2019 to 20thFebruary 2020) | |
| 20 Mr. Neeraj Akhoury | Managing Director & Chief Executive Officer (with effect from 21st February 2020) | |
| 21 Mr. Suresh Joshi | Chief Financial Officer (upto 30th April 2019) | |
| 22 Ms. Sonal Shrivastava | Chief Financial Officer (with effect from 1st May 2019 to 31st August 2020) | |
| 23 Ms. Rajani Kesari | Chief Financial Officer (with effect from 1st September 2020) | |
| 24 Mr. Rajiv Gandhi | Company Secretary |
| Particulars | For the year ended31st December 2020₹ in crore | For the year ended31st December 2019₹ in crore | ||
|---|---|---|---|---|
| II) Transactions with related party | ||||
| A) Transactions with fellow subsidiaries during the year | ||||
| 1 Purchase of goods | ||||
| LafargeHolcim Energy Solutions S.A.S., France | (435.58) ( | 520.09) | ||
| 2 Purchase of Fixed Assets | ||||
| Holcim (US) Inc | (- ) ( | 97.58) | ||
| 3 Sale of Fixed Assets | ||||
| Holcim Services (South Asia) Limited | (0.01) ( | - ) | ||
| 4 Receiving of services | ||||
| Holcim Group Services Limited, Switzerland | (1.89) ( | 1.40) | ||
| Holcim Technology Limited, Switzerland | (241.02) ( | 267.11) | ||
| Holcim Services (South Asia) Limited | (102.51) ( | 115.61) | ||
| Lafarge SA, France | (0.66) ( | 2.79) | ||
| Lafarge Holcim Global Hub Services Private Limited | (20.77) ( | - ) | ||
| (366.85) ( | 386.91) | |||
| 5 Rendering of servicesHolcim Group Services Limited, Switzerland | ||||
| (- ) ( | 0.05) | |||
| Holcim Technology Limited, Switzerland | (0.63) | - | ||
| Lafarge Zambia PLC,Zambia | (- ) ( | 0.02) | ||
| Holcim Services (South Asia) Limited | (12.10) ((6.17) ( | 11.60)0.83) | ||
| Lafarge Holcim Global Hub Services Private Limited | ||||
| Lafarge SA, France | (0.79) ( | 1.72) | ||
| (19.69) ( | 14.22) | |||
| 6 Other recoveries | ||||
| Holcim Technology Limited, SwitzerlandLafargeHolcim Energy Solutions S.A.S., France | (1.93) ( | 0.44) | ||
| LafargeHolcim Trading Pte Limited, Singapore (Formerly known as | (1.09) ( | 0.93) | ||
| Holcim Trading Pte Limited) | (- ) ( | 1.92) | ||
| Holcim (Australia) Pty Ltd | (0.08) ( | - ) | ||
| Lafarge Africa PLC, Nigeria | (0.01) ( | 0.16) | ||
| LafargeHolcim Bangladesh Ltd, Bangladesh | (- ) ( | 0.02) | ||
| Holcim Philippines, Inc., Philippines | (0.14) ( | - ) | ||
| Lafarge Umiam Mining Private Limited | (0.17) ( | - ) | ||
| Lafarge Holcim Global Hub Services Private Limited | (0.19) ( | - ) | ||
| (3.61) ( | 3.47) | |||
| 7 Other payments | ||||
| LafargeHolcim Energy Solutions S.A.S., France | (3.48) ( | 3.97) | ||
| Holcim Technology Limited, Switzerland | (0.86) ( | 1.99) | ||
| LafargeHolcim Building Materials (China) Limited | (- ) ( | 0.04) | ||
| Lafarge International Services Singapore Pte Ltd | (1.47) ( | - ) | ||
| Holcim Group Services Limited, Switzerland | (0.03) ( | - ) | ||
| (5.84) ( | 6.00) | |||
| 8 Expense recognised in respect of doubtful debts | ||||
| Holcim Technology Limited, Switzerland | (1.45) ( | - ) | ||
| LafargeHolcim Trading Pte Limited, Singapore (Formerly known as | ||||
| Holcim Trading Pte Limited) | (0.13) ( | - ) | ||
| PT Holcim Indonesia Tbk., Indonesia | (0.15) ( | - ) | ||
| (1.73) ( | - ) |
| Particulars | As at 31.12.2020 | As at 31.12.2019 |
|---|---|---|
| ₹ in crore | ₹ in crore | |
| II) Transactions with related party | ||
| B) Outstanding balances with fellow subsidiaries | ||
| 1 Amount receivable at the year end | ||
| Holcim Cement (Bangladesh) Limited, Bangladesh | (- ) ( | 0.01) |
| PT Holcim Indonesia Tbk., Indonesia | (- ) ( | 0.15) |
| Holcim Technology Limited, Switzerland | (0.21) ( | 3.37) |
| LafargeHolcim Trading Pte Limited, Singapore (Formerly known as | ||
| Holcim Trading Pte Limited) | (- ) ( | 0.13) |
| LafargeHolcim Bangladesh Ltd, Bangladesh | (0.02) ( | 0.03) |
| Lafarge SA, France | (0.03) ( | 2.22) |
| Lafarge Holcim Global Hub Services Private Limited | (8.36) ( | 0.08) |
| Holcim Services (South Asia) Limited | (7.26) ( | 6.60) |
| (15.88) ( | 12.59) | |
| 2 Amount payable at the year end | ||
| Holcim Technology Limited, Switzerland | (54.27) ( | 65.20) |
| Holcim Services (South Asia) Limited | (11.18) ( | 33.43) |
| Holcim (Romania) S.A., Romania | (- ) ( | 0.03) |
| Holcim Group Services Limited, Switzerland | (0.85) ( | 0.95) |
| LafargeHolcim Energy Solutions S.A.S., France | (4.16) ( | 36.10) |
| Lafarge SA, France | (0.17) ( | - ) |
| Lafarge Holcim Global Hub Services Private LimitedLafarge International Services Singapore Pte Ltd | (2.03) ( | - ) |
| (1.47) ((74.13) ( | - )135.71) | |
| Particulars | For the year ended 31st | For the year ended 31st |
| December 2020 | December 2019 | |
| ₹ in crore | ₹ in crore | |
| C) Transactions with holding company | ||
| 1 Dividend paid | ||
| Holderind Investments Limited, Mauritius | (2,330.12) ( | 199.75) |
| 2 Other Recoveries | ||
| LafargeHolcim Limited, Switzerland | (- ) ( | 0.03) |
| Particulars | As at 31.12.2020 | As at 31.12.2019 |
| ₹ in crore | ₹ in crore | |
| D) Outstanding balances with holding company | ||
| 1 Amount receivable at the year end | ||
| LafargeHolcim Limited, Switzerland | (- ) ( | 0.03) |
| Particulars | For the year ended | For the year ended |
| 31st December 2020 | 31st December 2019 | |
| ₹ in crore | ₹ in crore | |
| E) Transactions with associates | ||
| 1 Purchase of goods | ||
| Alcon Cement Company Private Limited | (47.77) ( | 68.46) |
| Asian Concretes and Cements Private Limited | (4.87) ( | 11.19) |
| (52.64) ( | 79.65) | |
| 2 Sale of goods | ||
| Alcon Cement Company Private Limited | (14.18) ( | 20.78) |
| Asian Fine Cement Private Limited | (1.50) ( | - ) |
| (15.68) ( | 20.78) | |
| 3 Receiving of services | ||
| Asian Concretes and Cements Private Limited | (62.10) ( | 107.60) |
| 4 Other recoveries | ||
| Alcon Cement Company Private Limited | (11.24) ( | 13.47) |
| 5 Other payments | ||
| Alcon Cement Company Private Limited | (0.14) ( | 1.67) |
| Asian Concretes and Cements Private Limited | (2.24) ( | 0.55) |
| (2.38) ( | 2.22) | |
| 6 Dividend received | ||
| Alcon Cement Company Private Limited | (0.29) ( | 0.37) |
| Particulars | As at 31.12.2020 | As at 31.12.2019 | |
|---|---|---|---|
| ₹ in crore | ₹ in crore | ||
| II) Transactions with related party | |||
| F) Outstanding balances with associate company | |||
| 1 Amount receivable at the year end | |||
| Alcon Cement Company Private Limited | (6.39) ( | 6.81) | |
| (6.39) ( | 6.81) | ||
| 2 Amount payable at the year end | |||
| Alcon Cement Company Private Limited | (6.09) ( | 3.11) | |
| Asian Concretes and Cements Private Limited | (6.16) ( | 14.69) | |
| Asian Fine Cement Private Limited | (0.50) ( | - ) | |
| (12.75) ( | 17.80) | ||
| Particulars | For the year ended 31stDecember 2020 | For the year ended 31stDecember 2019 | |
| ₹ in crore | ₹ in crore | ||
| G) Transactions with joint ventures | |||
| 1 Rendering of services | |||
| Counto Microfine Products Private Limited | (3.53) ( | 2.62) | |
| 2 Dividend Received | |||
| Counto Microfine Products Private Limited | (2.50) ( | 1.66) | |
| Aakaash Manufacturing Company Private Limited | (- ) ( | 1.32) | |
| (2.50) ( | 2.98) | ||
| 3 Purchase of Goods | |||
| Counto Microfine Products Private Limited | (0.21) ( | 1.11) | |
| Aakaash Manufacturing Company Private Limited | (86.59) ( | 100.86) | |
| (86.80) ( | 101.97) | ||
| 4 Sale of goods | |||
| Counto Microfine Products Private Limited | (0.03) ( | 0.11) | |
| Aakaash Manufacturing Company Private Limited | (8.00) ( | 12.52) | |
| (8.03) ( | 12.63) | ||
| 5 Other recoveriesAakaash Manufacturing Company Private Limited | (- ) ( | 2.82) | |
| (- ) ( | 2.82) | ||
| 6 Other Payments | |||
| Aakaash Manufacturing Company Private Limited | (1.22) ( | - ) | |
| 7 Buy back of shares | |||
| Counto Microfine Products Private Limited | (2.25) ( | - ) | |
| Particulars | As at 31.12.2020 | As at 31.12.2019 | |
| ₹ in crore | ₹ in crore | ||
| H) Outstanding balances with joint ventures | |||
| 1 Amount receivable at the year end | |||
| Counto Microfine Products Private Limited | (- ) ( | 0.81) | |
| Aakaash Manufacturing Company Private Limited | (1.59) ( | 0.96) | |
| (1.59) ( | 1.77) | ||
| 2 Amount payable at the year end | |||
| Counto Microfine Products Private LimitedAakaash Manufacturing Company Private Limited | (0.04) ((20.64) ( | 0.20)14.06) | |
| (20.68) ( | 14.26) | ||
| Particulars | For the year ended31st December 2020₹ in crore | For the year ended31st December 2019₹ in crore | |
|---|---|---|---|
| Note 54 - Related party disclosure | |||
| II) Transactions with related party | |||
| I) Transactions with Key Management Personnel | |||
| 1 | Remuneration (Refer Note (a) below) | ||
| Mr. Neeraj Akhoury | (6.17) ( | - ) | |
| Mr. Bimlendra Jha | (11.42) ( | 6.49) | |
| Mr. Ajay Kapur | (- ) ( | 7.19) | |
| Mr. Suresh Joshi | (- ) ( | 0.93) | |
| Ms. Sonal Shrivastava | (1.94) ( | 1.30) | |
| Ms. Rajani Kesari | (1.18) ( | - ) | |
| Mr. Rajiv Gandhi | (1.24) ( | 0.98) | |
| (21.95) | (16.89) | ||
| 2 | Break-up of remuneration | ||
| Short term employment benefit | (21.20) ( | 10.57) | |
| Post employment benefits | (0.44) ( | 3.73) | |
| Other long term benefits | (0.16) ( | 2.53) | |
| Employee share based payments (Refer Note 64) | (0.15) ( | 0.06) | |
| (21.95) | (16.89) | ||
| 3 Commission, sitting fees, advisory fees and other reimbursement | |||
| Mr. N.S. Sekhsaria | (0.56) ( | 0.54) | |
| Mr. Martin Kriegner (Refer Note (e) below) | (- ) ( | - ) | |
| Mr. Christof Hassig | (0.26) ( | 0.22) | |
| Mr. Nasser Munjee | (0.47) ( | 0.42) | |
| Mr. Rajendra P. Chitale | (0.57) ( | 0.54) | |
| Mr. Shailesh Haribhakti | (0.47) ( | 0.43) | |
| Dr. Omkar Goswami | (0.44) ( | 0.41) | |
| Mr. Haigreve Khaitan | (- ) ( | 0.10) | |
| Mr. Jan Jenisch | (0.23) ( | 0.22) | |
| Mr. Roland Kohler | (0.24) ( | 0.22) | |
| Ms. Then Hwee Tan | (0.42) ( | 0.35) | |
| Mr. Mahendra Kumar Sharma | (0.26) ( | 0.17) | |
| Ms. Shikha Sharma | (0.44) ( | 0.31) | |
| Mr. Ranjit Shahani | (0.26) ( | 0.18) | |
| Mr. Praveen Kumar Molri | (0.25) ( | 0.17) | |
| Mr. B.L.Taparia | (- ) ( | 0.17) | |
| Mr. Ramanathan Muthu | (0.01) ( | - ) | |
| (4.88) ( | 4.45) | ||
| Total | (26.83) ( | 21.34) | |
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 respective years, pending finalisation. Current year includes performance bonus related to performance of previous year except for Mr. Bimlendra Jha who has resigned during the year and his performance incentive has been paid.
- 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 year, the Group contributed ₹ 4.55 crore (previous year - ₹ 6.57 crore) to "Ambuja Cements Limited Staff Provident Fund" and ₹ 24.31 crore (previous year - ₹ 25.64 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 year, the Group has contributed ₹ 29 crore (previous year - ₹ 5.80 crore) towards "Ambuja Cements Limited Employees Gratuity Fund Trust" and ₹ 25 crore (previous year - ₹ 0.80 crore) "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 (previous year - Nil).
- e) Mr. Martin Kriegner has waived his right to receive Directors' commission from the year 2018 and sitting fees with effect from the meeting held on 23rd October 2018.