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Usha Martin Ltd. Audit Report / Information 2021

May 20, 2021

60724_rns_2021-05-20_d3f948c7-7d75-4cc0-b162-7e75eee66eb1.pdf

Audit Report / Information

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Date: May 20, 2021

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400 001 [Scrip Code:517146]

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra Mumbai – 400 051 [Scrip Code: USHAMART]

Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

Outcome of the Meeting

Dear Sir / Madam,

The Board of Directors of the Company at their meeting held today has approved and taken on record audited financial results on standalone and consolidated basis for the quarter and year ended 31st March, 2021.

The said financial results (on standalone and consolidated basis) of the Company for the quarter and year ended 31st March, 2021 prepared in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with Auditors Report are enclosed herewith for your ready reference and record.

S R Batliboi & Co. LLP, the Statutory Auditors of the Company have issued auditor's reports with an unmodified opinion on the financial statements.

S.R. Batliboi & Co. LLP Chartered Accountants, (Firm Registration No. 301003E/E300005) has been re-appointed as the Statutory Auditors of the Company for second consecutive term of five (5) years commencing from the conclusion of the ensuing 35th Annual General Meeting till the conclusion of 40th Annual General Meeting of the Company. A brief profile of the appointee is enclosed herewith for your record.

The Board Meeting commenced at 1:15 P.M. and concluded at 3 P.M. (IST).

Thanking you,

Yours faithfully, For Usha Martin Limited

Shampa Ghosh Ray Company Secretary

Encl : as above

Sr. Particulars Details of Statutory Auditor
No.
1. Name of Auditor S.R. Batliboi & Co. LLP, Chartered Accountants
2. Reason for Change viz.,appointment, resignation,removal, death or otherwise Re-appointmentofStatutoryAuditorforsecondconsecutive term of five (5) years commencing from theconclusion of the ensuing 35th Annual General Meeting tillthe conclusion of 40th Annual General Meeting of theCompany due to completion of term.
3. Date of Appointment andTerm of Appointment. The Board at its meeting held today (i.e. 20th May 2021)has approved their re-appointment. They are appointedfor second consecutive term of five (5) years commencingfrom the conclusion of the ensuing 35th Annual GeneralMeeting till the conclusion of 40th Annual General Meetingof the Company.
4. Brief profile S R Batliboi & Co. LLP is a Limited Liability Partnershipfirm incorporated on 01 April 2013. It is registered atRegistrar of Companies, Kolkata having its RegisteredOffice at 22, Camac Street, 3rd Floor, Block-B, and Kolkata700016 West Bengal, India.
5. Disclosure of relationshipsbetween directors (in case.of appointment of adirector). The Auditors are independent and has no relation withthe Directors of UML.

22, Camac Street 3rd Floor, Block 'B' Kolkata – 700 016, India Tel: +91 33 6134 4000

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of Usha Martin Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date standalone financial results of Usha Martin Limited (the "Company") for the quarter ended March 31, 2021 and for the year ended March 31, 2021 ("Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

  • i. is presented in accordance with the requirements of the Listing Regulations in this regard; and
  • ii. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net profit and other comprehensive loss and other financial information of the Company for the quarter ended March 31, 2021 and for the year ended March 31, 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 8 (a) regarding attachment of certain parcels of land at Ranchi used by the Company's wire rope business under Prevention of Money Laundering Act, 2002 (PMLA) in connection with export and domestic sale of iron ore fines in prior years aggregating Rs 19,037 lakhs allegedly in contravention of terms of the mining lease granted to the Company for the iron ore mines. Pending final outcome of the appeal filed by the Company before the Appellate Tribunal, PMLA and also the orders of the Hon'ble High Court of Patna setting aside the proceedings against the Company and granting the liberty to Directorate of Enforcement (ED) to file a complaint before an appropriate Court having adequate jurisdiction as mentioned in the said Note, no adjustment to these financial results in this regard have been considered necessary by the management.

Further, as explained in note 8 (b), a First Information Report (FIR) has been filed by Central Bureau of Investigation (CBI) against the Company, its Managing Director and certain Other Officers under the Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860 for allegedly trying to influence

ongoing CBI investigation pertaining to the proceedings mentioned in (a) above. The matter is currently under investigation and the Company intends to take such legal measures as necessary based on the outcome of the ongoing investigation.

Our opinion is not modified in respect of this matter.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive loss of the Company and other financial information in accordance with the applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness of the Board of Directors' use of 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 going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

The Statement includes the results for the quarter ended March 31, 2021 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2021 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. BATLIBOI & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

per Bhaswar Sarkar Partner Membership No.: 055596

UDIN: 21055596AAAABF1324

Kolkata May 20, 2021

Usha Martin Limited

Statement of Standalone Financial Results for the quarter and year ended 31st March, 2021

(Amounts in Rs. Lakhs unless otherwise stated)
Particulars Quarter ended31st March,2021 Quarter ended31st December,2020 Quarter ended31st March,2020 Year ended31st March,2021 Year ended31st March,2020
Audited(Refer note 5) Unaudited Audited(Refer note 5) Audited Audited
Continuing Operations
Income
Revenue from operations 44,052 36,480 30,644 1,34,560 1,39,262
Other income 484 242 811 1,876 2,989
Total income 44,536 36,722 31,455 1,36,436 1,42,251
Expenses
Cost of materials consumed 25,887 22,381 19,435 76,610 74,090
Purchases of stock-in-trade 800 688 431 2,631 2,313
(Increase)/decrease in inventories of finished goods,
work-in-progress and stock-in-trade 199 (329) (2, 161) 2,381 7,612
Employee benefits expense 3,211 2,966 2,880 11,742 12,751
Finance costs 1,085 1,041 1,270 4,452 5,807
Depreciation and amortisation expense 752 796 719 3,064 2,777
Other expenses 7,221 5,650 6,290 22,520 25,430
Total expensesProfit before tax for the period from continuing 39,155 33,193 28,864 1,23,400 1,30,780
operations 5,381 3,529 2,591 13,036 11,471
Tax expense
Current tax $\overline{\phantom{a}}$ $\blacksquare$ (377) 30 $\sim$
Adjustment of tax relating to earlier periods 154 154
Deferred tax charge 591 878 1,062 2,510 19,921
Tax expense of continuing operations 591 878 839 2,540 20,075
Profit/(loss) for the period from continuing operations
after tax (a) 4,790 2,651 1,752 10,496 (8,604)
Discontinued operations (Refer note 6)
Profit / (loss) for the period from discontinuedoperations before tax (179) (216) (2,020) (444) 48,144
Tax expense of discontinued operations
Profit / (loss) for the period from discontinued
operations after tax (b) (179) (216) (2,020) (444) 48,144
Profit / (loss) for the period $[(c) = (a) + (b)]$ 4,611 2,435 (268) 10,052 39,540
Other comprehensive income
(a) Items that will not be reclassified to profit or loss (28) (61) (286) (210) (1, 463)
(b) Tax benefit on items that will not be classified to
profit or lossTotal other comprehensive income for the period, net 7 16 72 53 368
of tax (d) (21) (45) (214) (157) (1,095)
Total comprehensive income for the period $[(c) + (d)]$ 4,590 2,390 (482) 9,895 38,445
Paid-up equity share capital (face value of Re 1/- each) 3,054 3,054 3,054 3,054 3,054
Other equity as per balance sheetEarnings per share (Rs.) (Refer note 7) 68,382 58,486
Earnings per equity share (for continuing operations)
Basic and Diluted (Rs.) 1.58 0.87 0.57 3.45 (2.82)
Earnings per equity share (for discontinued operations)
Basic and Diluted (Rs.) $(0.07)^{*}$ $(0.07)^{*}$ $(0.66)^*$ $(0.15)^{*}$ 15.80
Earnings per equity share (for continuing and
discontinued operations)
Basic and Diluted (Rs.)* Not annualised 1.51 0.80 $(0.09)^{*}$ $3.30$ $ $ * 12.98

Usha Martin Limited

Notes to Financial Results

  1. Standalone statement of assets and liabilities
(Amounts in Rs. lakhs unless otherwise stated)
Particulars As at31st March, 2021 As at31st March, 2020
(Audited) (Audited)
ASSETS
Non-current assets
(a) Property, plant and equipment 37,643 39,593
(b) Capital work-in-progress 3,741 3,012
(c) Intangible assets 383 623
(d) Right-of-use assets 294 301
(e) Intangible assets under development 40
(f) Financial assets
(i) Investments 15,065 15,065
(ii) Loans 1,244 1,243
(iii) Other financial assets 1,456 1,914
(g) Advance income tax assets (net) 5,033 5,519
(h) Deferred tax assets (net) 1,836 4,293
(i) Other non-current assets 6,615 6,347
Total non-current assets 73,350 77,910
Current assets
(a) Inventories 25,486 22,908
(b) Financial assets
(i) Trade receivables 21,718 18,197
(ii) Cash and cash equivalents 385 477
(iii) Other bank balances 541 246
(iv) Loans 718 605
(v) Other financial assets 18,773 19,299
(c) Other current assets 5,123 6,277
72,744 68,009
Assets held for sale 1,417 1,417
Total current assets 74,161 69,426
Total assets 1,47,511 1,47,336
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 3,054 3,054
(b) Other equity 68,382 58,486
Total equityLiabilities 71,436 61,540
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 18,629 25,073
(ii) Lease liabilities 21 26
(b) Provisions 3,785 3,158
(c) Other non-current liabilities 3,015 3,132
Total non-current liabilities 25,450 31,389
Current liabilities
(a) Financial liabilities
(i) Borrowings 5,044 6,576
(ii) Trade payables
(A) Total outstanding dues of micro enterprises and small
enterprises 217 302
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises 23,779 26,300
(iii) Other financial liabilities 12,244 10,535
(iv) Lease liabilities 14 3
(b) Provisions 708 728
(c) Current tax liabilities (net) 205 175
(d) Other current liabilities 8,414 9,788
Total current liabilities 50,625 54,407
Total liabilities 76,075 85,796
Total equity and liabilities 1,47,511 1,47,336

Usha Martin Limited

  1. Standalone statement of cash flows for the year ended 31st March, 2021
(All amounts in Rs. Lakhs unless otherwise stated)
Year ended 31st Year ended 31st
March, 2021 March, 2020
(Audited) (Audited)
А. Cash flow from operating activities
Profit before tax from continuing operations 13,036 11,471
Profit /(loss) before tax from discontinued operations (444) 48,144
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation and amortisation expense 3,064 3,349
Gain on disposal of property, plant and equipment (net) (28) (6)
Unrealised derivative (gain)/loss [net] (477) 397
Finance costs 4,452 7,811
Bad Debts / advances written off 47 394
Allowance for credit impaired debts and advances (net) 1,068 637
$\mathbf{1}$ $\mathbf{1}$
Tangible assets / capital work-in-progress written off
Interest income on financial assets carried at amortised cost (393) (390)
Dividend income (120) (160)
Unrealised foreign exchange differences (gain)/loss [net] 638 816
Liabilities no longer required written back (3,621) (2,025)
Discounting of financial assets 44 (254)
Impairment of non current assets $\overline{a}$ 2,851
Profit on sale of Steel and Bright Bar Business undertaking (discontinued
operations) (55, 652)
Operating profit before changes in non-current / current assets and liabilities 17,267 17,384
Adjustments for:
(Increase) / decrease in inventories (2,578) (1,204)
(Increase) / decrease in trade receivables (4,234) 2,747
(Increase) / decrease in loans and advances 17 (614)
(Increase) / decrease in other financial assets (221) (334)
(Increase) / decrease in other assets 584 (6, 314)
Increase / (decrease) in trade payables (275) 2,763
Increase / (decrease) in provisions 404 322
Increase / (decrease) in other financial liabilities (506) (2, 161)
Increase / (decrease) in other liabilities 159 3,595
Cash generated from operations 10,617 16,184
Direct taxes (paid)/refund (net) 459 (1,697)
Net cash flows from operating activities 11,076 14,487
В. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (1,631) (3,097)
Proceeds from sale of property, plant and equipment, intangible assets and
assets held for sale 47 48
Loans given to related party (net) (115) (225)
Proceeds of sale of Steel and Bright Bar Business undertaking (discontinued
operations) 2,82,980
Interest received 429 326
Investment in bank deposits (with original maturity more than 12 months) 354 (150)
Refund received / (payment) of margin money with banks (298) 1,989
Refund of advance given for acquisition of land 10,306
Dividend received 120 160
Net cash flows from/(used in) investing activities (1,094) 2,92,337
C.
Cash flows from financing activities
Proceeds from long term borrowings $\overline{\phantom{a}}$ 14,550
Repayment of long term borrowings (4, 271) (2,52,144)
Repayment of short term borrowings (1,532) (59,042)
Interest paid (4,271) (10, 540)
Dividend transferred to Investor Education and Protection Fund
Net cash flows used in financing activities (10,074) (3,07,176)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (92) (352)
Cash and cash equivalents at the beginning of the year 477 829
Cash and cash equivalents at the year end 385 477
Reconciliation of cash and cash equivalent as per statement of cash flows
Balances with banks:
On current account 100 45
Deposits with original maturity less than 3 months 269 424
Cash on hand 16 8
385 477

$*$ Amount is below the rounding off norm adopted by the Company.

  1. The figures in bracket indicate outflows.

  2. The above statement of cash flows has been prepared under the indirect method as set out in "Indian Accounting Standard - 7" - Statement of Cash flows.

Usha Martin Limited

  1. Standalone segment information
Particulars Quarter ended31st March,2021 Quarter ended31st December,2020 Quarter ended31st March,2020 Year ended31st March,2021 Year ended31st March,2020
Audited Unaudited Audited Audited Audited
(Refer note 5) (Refer note 5)
Continuing Operations
Segment Revenue
Wire and Wire Ropes 43,999 36,402 30,576 1,34,327 1,39,092
Others 53 78 68 233 170
Revenue from Continuing operations 44,052 36,480 30,644 1,34,560 1,39,262
Revenue from Discontinued operations(Refer note 6) $\overline{a}$ $\overline{\phantom{0}}$ - 6,523
Less: Inter segment revenue from discontinuedoperations to continuing operations
$\overline{\phantom{a}}$ $\overline{a}$ $\overline{a}$ 2,306
Revenue from Discontinued operations to external ۰ $\blacksquare$
customersTotal Revenue from Continuing and Discontinued 4,217
operations 44,052 36,480 30,644 1,34,560 1,43,479
Segment Results
Profit/ (loss) for the period before tax and financecosts from Continuing operations
Wire and Wire Ropes 7,919 5,510 4,536 21,210 19,959
Others (297) (179) (117) (751) (431)
Total 7,622 5,331 4,419 20,459 19,528
Less:
Finance costs 1,085 1,041 1,270 4,452 5,807
Other Unallocable Expenditure/(Income)(Net) 1,156 761 558 2,971 2,250
Profit before tax for the period from continuing
operationsDiscontinued operations (Refer note 6) 5,381 3,529 2,591 13,036 11,471
Loss for the period from Discontinued operations
before tax and finance costs (179) (216) (1,033) (444) (5,504)
Less:
Finance costsLoss for the period before tax from Discontinued $\overline{\phantom{a}}$ $\overline{\phantom{a}}$ 19 $\blacksquare$ 2,004
operations (179) (216) (1,052) (444) (7,508)
Profit/(loss) on disposal of SBB business
(discontinued operations) (968) 55,652
Total Profit / (loss) before tax from discontinuedoperations (179) (216) (2,020) (444) 48,144
Total Profit before tax 5,202 3,313 571 12,592 59,615
Segments Assets
Wire and Wire Ropes 1,09,598 1,11,278 1,04,856 1,09,598 1,04,856
Others 3,591 3,641 3,370 3,591 3,370
Unallocated 34,322 35,527 39,110 34,322 39,110
Total Assets 1,47,511 1,50,446 1,47,336 1,47,511 1,47,336
Segments Liabilities
Wire and Wire Ropes 33,468 27,608 31,918 33,468 31,918
Others 885 805 832 885 832
Unallocated 41,722 55,187 53,046 41,722 53,046
Total Liabilities 76,075 83,600 85,796 76,075 85,796
Note:

(Amounts in Rs. Lakhs unless otherwise stated)

The Company has been organised into business units based on its products and services and has two reportable segments, as follows:

(a) Wire and Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes, cord, related accessories, etc.

$\vert$ (b) Others segment includes manufacturing and selling of wire drawing & allied machines.

The Company was also into Steel segment, which manufactured and sold steel wire rods, bars, blooms, bright bar, billets, pig iron and allied products, which has been disposed off with effect from April 9, 2019 (Refer note 6).

Usha Martin Limited

Notes to Financial Results

  • The above results of Usha Martin Limited ("the Company") for the quarter and year ended March 31, 2021 have been reviewed by the $\overline{4}$ Audit Committee and approved by the Board of Directors at their respective meetings held on May 20, 2021.
  • These results have been prepared on the basis of the audited financial statements for the year ended March 31, 2021 and the interim 5. financial results for the quarter and nine months period ended December 31, 2020, which are prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standard) Rules, 2015. The figures of the last quarter are the balancing figures between audited figures for the full financial year and unaudited year to date figures up to the third quarter of the respective financial year which are subjected to limited review.
  • Pursuant to the Business Transfer Agreement dated September 22, 2018 (Novation agreement on October 24, 2018) and Supplemental 6. Business Transfer Agreement dated April 7, 2019 and July 3, 2019 respectively with Tata Steel Long Products Limited (TSLPL) [formerly known as Tata Sponge Iron Limited], the Company had transferred its Steel and Bright Bar Business (SBB Business) as a going concern on slump sale basis during the quarter ended June 30, 2019 in accordance with the terms and conditions set out in those agreements at a consideration of Rs. 452,500 lakhs subject to net working capital adjustments. Out of the aforesaid consideration, an amount of Rs. 16,000 lakhs are receivable as at the year-end that include Rs. 15,000 lakhs in respect of certain parcels of land for which perpetual lease and license agreements have been executed by the Company in favour of TSLPL pending completion of ongoing formalities for registration in the name of TSLPL. The Company and TSLPL is in the process of final settlement and reconciliation of net working capital and therefore impact of adjustment, if any, arising from such reconciliation which is not expected to be material shall be recognised at the time of release of above hold back amount.
The details of discontinued operations are as follows:
-------------------------------------------------------- --
TAMOUNTS IN RS. LAKIIS UNIESS OUTERWISE STATED.
Particulars Quarter ended31st March.2021 Quarter ended31st December,2020 Quarter ended31st March,2020 Year ended31st March,2021 Year ended31st March,2020
Audited Audited Audited Audited
(Refer note 5) Unaudited (Refer note 5)
Total income @ 1,287 15 190 3,222 8,754
Total expenses # 1,466 231 1,242 3,666 16,262
Profit/(loss) before tax for the period fromdiscontinued operations (179) (216) (1,052) (444) (7,508)
Profit/(loss) on disposal of SBB Business(discontinued operations) ۰ (968) 55,652
Total profit/ (loss) for the period fromdiscontinued operations before tax (179) (216) (2,020) (444) 48,144

(American in De Labherinhoe ethemica stated)

@ Primarily includes liabilities / provisions no longer required written back pertaining to discontinued business

Primarily includes expenses incurred during the period/year in connection with recovery of dues / settlement of obligations pertaining to the assets / liabilities of the discontinued business and transfer of remaining assets to TSLPL, as mentioned above.

  • $7.$ Profit /(loss) from continuing and discontinued operations for the year period ended March 31, 2020 includes utilisation of deferred tax assets pursuant to sale of SBB business and profit from sale of SBB Business respectively. Therefore, earnings per share from continuing and discontinued operations for the year ended March 31, 2021 are not comparable with those for the year ended March 31, 2020.
  • a) The Directorate of Enforcement, Patna ("ED") had issued an order dated August 9, 2019 under the provisions of Prevention of Money 8. Laundering Act, 2002 (PMLA) to provisionally attach certain parcels of land at Ranchi, State of Jharkhand being used by the Company for its business for a period of 180 days in connection with export and domestic sale of iron ore fines in prior years aggregating Rs. 19,037 lakhs allegedly in contravention of terms of the mining lease granted to the Company for the iron ore mines situated at Ghatkuri, Jharkhand. The Hon'ble High Court of Jharkhand at Ranchi had, vide its order dated February 14, 2012, held that the Company has the right to sell the iron ore including fines as per the terms of the mining lease which was in place at that point in time. The Company had paid applicable royalty and had made necessary disclosures in its returns and reports submitted to mining authorities. In response to the provisional attachment order, the Company had submitted its reply before the Adjudicating Authority (AA). Subsequently, AA had issued an order by way of which the provisional attachment was confirmed under Section 8(3) of PMLA. Thereafter, the Company filed an appeal before the Appellate Tribunal, New Delhi and successfully obtained a status quo order from the Tribunal on the confirmed attachment order till the next date of hearing which is now fixed on May 24, 2021. During the quarter, the ED had filed a complaint before a sessions court in Patna against the Company and one of its officers. Taking cognizance of the said complaint under applicable provisions of the PMLA, the District and Sessions Court cum Special Judge (ED), ('Trial Court') directed that summons be issued to the Company. Subsequent to quarter end, on petitions being filed by the Company before the Hon'ble High Court of Patna, the said order taking cognizance of the complaint passed by the Trial Court has been set aside for want of proper jurisdiction and ED has been granted the liberty to file a complaint before an appropriate Court having adequate jurisdisction to try this matter. In fact, the Hon'ble High Court of Patna has directed that the entire complaint be returned to the prosecution agency. The ongoing operations of the Company have not been affected by the aforesaid proceedings. Supported by a legal opinion obtained, management believes that the Company has a strong case in its favour on merit and law. Accordingly, no adjustment to these financial results in this regard have been considered necessary by the management.

Tij usha martin

Usha Martin Limited

Notes to Financial Results

b) On October 2, 2020, Central Bureau of Investigation (CBI) has filed a First Information Report (FIR) against the Company, its Managing Director and certain other Officers under the Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860 for allegedly trying to influence ongoing CBI investigation pertaining to the above proceedings. The Company strongly refutes the aforesaid allegations made by the CBI. The matter is under investigation and the designated CBI Court has not taken cognizance of the interim charge sheet filed by the CBI due to lack of sanction which is awaited. The Company has been providing information sought by the CBI in this regard. The Company intends to take such legal measures as may be considered necessary based on the outcome of the ongoing investigation. Supported by a legal opinion obtained, management believes that the Company has a strong case in its favour on merit and law.

    1. The outbreak of Corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Company's operations and revenue during the period were also impacted due to COVID-19. The Company has taken into account the possible impact of COVID-19 in preparation of the audited standalone financial results, including its assessment of recoverability of the carrying value of property, plant and equipment, investments and deferred tax assets based on internal and external information upto the date of approval of these audited standalone financial results and current indicators of future economic conditions. Further, management has assessed its liquidity position as on March 31, 2021 and does not anticipate any challenge in the Company's ability to continue as a going concern. The impact of the pandemic may be different from that as estimated as at the date of approval of these results and the management continues to closely monitor any material changes to future economic conditions.
    1. The Board of Directors of the Company at its meeting held on May 20, 2021, has approved the scheme of arrangement for capital reduction and reorganisation pursuant to the provisions of Section 230 and other applicable provisions of the Companies Act, 2013. The scheme will be given effect to on receipt of requisite approvals.
    1. 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 and the final rules have not yet been issued. 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.
    1. Previous period figures have been regrouped / rearranged wherever necessary, to conform to current period presentation.

Place: Kolkata Dated: May 20, 2021

Raieev Jhawar Managing Director

22, Camac Street 3rd Floor, Block 'B' Kolkata – 700 016, India Tel: +91 33 6134 4000

Independent Auditor's Report on the Quarterly and Year to Date Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of Usha Martin Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date consolidated financial results of Usha Martin Limited ("Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), its joint ventures for the quarter ended March 31, 2021 and for the year ended March 31, 2021 ("Statement"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate audited financial statements/ financial results/financial information of the subsidiaries/joint ventures, the Statement:

  • i. includes the results of the entities as mentioned in Annexure 1;
  • ii. are presented in accordance with the requirements of the Listing Regulations in this regard; and
  • iii. gives a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive loss and other financial information of the Group for the quarter ended March 31, 2021 and for the year ended March 31, 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Results" section of our report. We are independent of the Group and its joint ventures in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

a) We draw attention to Note 8 (a) regarding attachment of certain parcels of land at Ranchi used by the Company's wire rope business under Prevention of Money Laundering Act, 2002 (PMLA) in connection with export and domestic sale of iron ore fines in prior years aggregating Rs 19,037 lakhs allegedly in contravention of terms of the mining lease granted to the Company for the iron ore mines. Pending final outcome of the appeal filed by the Company before the Appellate Tribunal, PMLA and also the orders of the Hon'ble High Court of Patna setting aside the proceedings against the Company and granting the liberty to Directorate of Enforcement (ED) to file a complaint before an appropriate Court having adequate jurisdiction as mentioned in the said Note, no adjustment to these financial results in this regard have been considered necessary by the management.

Further, as explained in note 8 (b), a First Information Report (FIR) has been filed by Central Bureau of Investigation (CBI) against the Company, its Managing Director and certain Other Officers under the Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860 for allegedly trying to influence ongoing CBI investigation pertaining to the proceedings mentioned in (a) above. The matter is currently under investigation and the Company intends to take such legal measures as necessary based on the outcome of the ongoing investigation.

Our opinion is not modified in respect of this matter.

b) We draw attention to Note 9 regarding the financial impact of COVID-19 on the financial statements of Usha Siam Steel Industries Limited, a subsidiary company, on which an Emphasis of Matter has been given by other auditor in their audit report which is as under:

On March 11, 2020, the World Health Organization declared the Coronavirus ("COVID-19") outbreak as a pandemic in recognition of its rapid spread across the globe. The COVID-19 pandemic also resulted in travel restriction, lockdown and other precautionary measures imposed in various countries. The emergence of the COVID-19 pandemic since early 2020 has brought significant economic uncertainties in Thailand and markets in which the Company operate. However, the Company is unable to reasonably estimate the financial impact of the COVID-19 on the financial statements for the year ended March 31, 2021 to be disclosed in the Notes to financial statements as the situation is still evolving and the uncertainty of the outcome of the current events. It is, however, certain that Thailand and worldwide measures against spread of the COVID-19 will have effects on the Company's future revenues and operations. The Company will continuously monitor the impact of COVID-19 on its future financial position and financial performance. The Company will also be taking appropriate and timely measures to minimize the impact of the COVID-19 pandemic on the Company's future operations.

Our opinion is not modified in respect of this matter.

Management's Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net profit and other comprehensive loss and other financial information of the Group including its joint ventures in accordance with the applicable accounting standards prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles

generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and its joint ventures and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group and of its joint ventures are responsible for assessing the ability of the Group and of its joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its joint ventures are also responsible for overseeing the financial reporting process of the Group and of its joint ventures.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.

  • Conclude on the appropriateness of the Board of Directors' use of 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 ability of the Group and its joint ventures to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its joint ventures of which we are the independent auditors to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of the financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 issued by the Securities Exchange Board of India under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matter

The accompanying Statement includes the audited financial results/statements and other financial information, in respect of:

nineteen subsidiaries, whose financial results/statements include total assets of Rs. 1,46,219 lakhs as at March 31, 2021, total revenues of Rs. 33,475 lakhs and Rs. 1,20,024 lakhs, total net profit after tax of Rs. 1,313 lakhs and Rs. 4,924 lakhs, total comprehensive income of Rs. 1,132 lakhs and Rs. 4,893 lakhs, for the quarter and the year ended on that date respectively, and net cash inflows of Rs. 306 lakhs for the year ended March 31, 2021, as considered in the Statement which have been audited by their respective independent auditors.

three joint ventures, whose financial results/statements include Group's share of net profit of Rs. 278 lakhs and Rs. 459 lakhs and Group's share of total comprehensive income of Rs. 278 lakhs and Rs. 459 lakhs for the quarter and for the year ended March 31, 2021 respectively, as considered in the Statement whose financial results/financial statements, other financial information have been audited by their respective independent auditors.

The independent auditor's report on the financial statements/financial results/financial information of these entities have been furnished to us by the Management and our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures is based solely on the reports of such auditors and the procedures performed by us as stated in paragraph above.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

The Statement includes the results for the quarter ended March 31, 2021 being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2021 and the published unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. BATLIBOI & Co. LLP

Chartered Accountants ICAI Firm Registration Number: 301003E/E300005 per Bhaswar Sarkar Partner Membership No.: 055596

UDIN: 21055596AAAABG7628 Kolkata May 20, 2021

Annexure I

List of subsidiaries/joint ventures

Subsidiaries

S. No. Name
1 UM Cables Limited
2 Usha Martin Power and Resources Limited
3 Bharat Minex Private Limited
4 Gustav Wolf Speciality Cords Limited
5 Usha Martin International Limited
6 Usha Martin UK Limited @
7 European Management and Marine Corporation Limited @
8 Brunton Shaw UK Limited @
9 De Ruiter Staalkabel B.V. @
10 Usha Martin Europe B.V. @
11 Usha Martin Italia S.R.L. @
12 Brunton Wolf Wire Ropes FZCO.
13 Usha Martin Americas Inc.
14 Usha Siam Steel Industries Public Company Limited
15 Usha Martin Singapore Pte. Limited
16 Usha Martin Australia Pty Limited @
17 Usha Martin Vietnam Company Limited @
18 PT Usha Martin Indonesia @
19 Usha Martin China Company Limited @

@ Represents step-down subsidiaries

Joint ventures

S. No. Name
1 Pengg Usha Martin Wires Private Limited
2 CCL Usha Martin Stressing Systems Limited
3 Tesac Usha Wirerope Company Limited*

* Represents step-down joint venture

Tij usha martin

Usha Martin Limited

Statement of Consolidated Financial Results for the quarter and year ended 31st March, 2021

(Amounts in Rs. Lakhs unless otherwise stated)
Particulars Quarter ended31st March, 2021 Quarter ended31st December,2020 Quarter ended31st March, 2020 Year ended31st March, 2021 Year ended 31stMarch, 2020
Audited Unaudited Audited Audited Audited
Continuing Operations (Refer note 5) (Refer note 5)
Revenue
Revenue from operations 65,293 54,981 51,472 2,09,728 2,15,382
Other income 755 1,007 1,667 3,331 5,335
Total income 66,048 55,988 53,139 2,13,059 2,20,717
Expenses
Cost of materials consumed 35,772 31,812 30,284 1,15,294 1,14,956
Purchases of stock-in-trade 276 327 129 819 801
(Increase)/decrease in inventories of finished goods, work-in-progress and stock-in-trade (26) (458) (1,272) 963 6,734
Employee benefits expense 8,127 7,521 7,490 29,801 30,606
Finance costs 1,356 1,303 1,683 5,690 7,418
Depreciation and amortisation expense 1,680 1,723 1,645 6,787 6,362
Other expenses 10.843 9,005 9,719 34,926 39,124
Total expenses 58,028 51,233 49,678 1,94,280 2,06,001
Profit before tax for the period from continuing operations 8,020 4,755 3,461 18,779 14,716
Tax expense:
Current tax 494 153 (88) 941 860
Adjustment of tax relating to earlier periods 154 (1) 154
Deferred tax charge 837 853 1,246 2,704 19,959
Tax expense of continuing operations 1,331 1,006 1,312 3,644 20,973
Profit/(loss) for the period before share of profit of joint ventures from continuingoperations 6,689 3,749 2,149 15,135 (6,257)
Share of profit /(loss) of joint ventures 278 205 (39) 459 43
Profit / (loss) for the period after share of profit of joint ventures from continuing
operations (a) 6,967 3,954 2,110 15,594 (6, 214)
Discontinued operations (Refer note 6)
Profit / (loss) for the period from discontinued operations before tax (179) (216) (2,020) (444) 48,322
Tax expense of discontinued operations
Profit /(loss) for the period from discontinued operations after tax (b) (179) (216) (2,020) (444) 48,322
Profit for the period $[(c) = (a) + (b)]$ 6,788 3,738 90 15,150 42,108
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax
Re-measurements loss on defined benefit plans (174) (56) (295) (341) (1, 188)
Items that will be reclassified to profit or loss, net of tax
Exchange difference on translation of financial statements of foreign operations (756) 2,584 256 2,231 3,642
Total other comprehensive income for the period, net of tax (d) (930) 2,528 (39) 1,890 2,454
Total comprehensive income for the period $[(c) + (d)]$ 5,858 6,266 51 17,040 44,562
Profit / (loss) for the period attributable to:
Equity shareholders of the Company 6,783 3,739 39 14,959 41,884
Non controlling Interest 5 (1) 51 191 224
Other comprehensive income attributable to:Equity shareholders of the Company (930) 2,528 (21) 1,898 2,468
Non controlling Interest $\blacksquare$ (18) (8) (14)
Total comprehensive income for the period attributable to:
Equity shareholders of the Company 5,853 6,267 18 16,857 44,352
Non controlling Interest 5 (1) 33 183 210
Paid-up equity share capital (face value of Re 1/- each) 3,054 3,054 3,054 3,054 3,054
Other equity as per balance sheet 1,37,296 1,19,695
Earnings per share (Rs.) (Refer note 7)
Earnings per equity share (for continuing operations)
Basic and Diluted $2.29$ $ $ 1.30 0.67 5.06 (2.11)
Earnings per equity share (for discontinued operations)
Basic and Diluted $(0.06)*$ $(0.07)*$ (0.66) $(0.15)*$ 15.86
Earnings per equity share (for continuing and discontinued operations)
Basic and Diluted* Not annualised $2.23$ * $1.23$ * $0.01$ * $4.91$ $*$ 13.75

Usha Martin Limited

Notes to Financial Results

  1. Consolidated statement of assets and liabilities
(Amounts in Rs. Lakhs unless otherwise stated)
Particulars As at31st March, 2021 As at31st March, 2020
(Audited) (Audited)
ASSETS
Non - current assets
(a) Property, plant and equipment 81,692 83,931
(b) Capital work-in-progress 4,483 3,270
(c) Investment property 705 770
(d) Goodwill on consolidation(e) Other intangible assets 5,522587 5,522908
(f) Right of Use Assets 4,666 4,479
(g) Intangible assets under development 40
(h) Equity accounted investments 4,842 4,360
(i) Financial assets
(i) Investments 5 5
(ii) Loans 633 711
(iii) Other financial assets 3,303 3,669
(j) Advance income tax assets (net) 5,212 5,791
(k) Deferred tax assets (net) 2,890 5,493
(I) Other non-current assets 6,614 6,346
Total non-current assets 1,21,194 1,25,255
Current assets
(a) Inventories 67,169 61,523
(b) Financial assets
(i) Trade receivables 32,753 29,840
(ii) Cash and cash equivalents 9,946 9,732
(iii) Other bank balances 1,941 1,510
(iv) Loans 95 94
(v) Other financial assets 18,935 18,679
(c) Other current assets 7,079 8,353
1,37,918 1,29,731
Assets held for sale 1,417 1,417
Total current assets 1,39,335 1,31,148
Total assets 2,60,529 2,56,403
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 3,054 3,054
(b) Other equity 1,37,296 1,19,695
Equity attributable to equity shareholder of the Company 1,40,350 1,22,749
Non-controlling interest 357 3,777
Total Equity 1,40,707 1,26,526
Liabilities
Non - current liabilities
(a) Financial liabilities
(i) Borrowings 23,739 30,518
(ii) Lease liabilities 3,896 3,670
(iii) Other financial liabilities 36 19
(b) Provisions 5,780 4,935
(c) Deferred tax liabilities (net) 2,287 2,044
(d) Other non-current Liabilities 3,015 3,132
Total non-current liabilities 44,318
Current liabilities 38,753
(a) Financial liabilities
(i) Borrowings 18,557 23,326
(ii) Trade payables
(A) Total outstanding dues of micro enterprises and small
enterprises 243 307
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises 35,987 36,022
(iii) Lease liabilities 425 438
(iv) Other financial liabilities 15,572 13,759
(b) Provisions 933 1,036
(c) Current tax liabilities (net) 249 240
(d) Other current liabilities 9,103 10,431
Total current liabilities 81,069 85,559
Total liabilities 1,19,822 1,29,877
Total equity and liabilities 2,60,529 2,56,403

Ti usha martinUsha Martin Limited

  1. Consolidated statement of cash flows for the year ended 31st March, 2021
Year ended 31stMarch, 2021 Year ended 31stMarch, 2020
(Audited) (Audited)
А. Cash flow from operating activities
Profit before tax from continuing operations before share of profit/(loss) of joint ventures 18,779 14,716
Profit /(loss) before tax from discontinued operations (444) 48,322
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation and amortisation expense 6,787 6,934
Gain on disposal of property, plant and equipment (net) (73) (1,613)
Unrealised derivative loss / (gains) (net) (447) 347
Finance costsBad Debts /advances written off 5,69083 9,244641
Allowance for credit impaired debts and advances (net) 989 847
Tangible assets/capital work-in-progress written off $\mathbf{1}$ $\mathbf{1}$
Interest income on financial assets carried at amortised cost (369) (439)
Unrealised foreign exchange differences (net) 570 706
Effect of change in foreign exchange translation 560 399
Liabilities no longer required written back (3.806) (2,062)
Discounting/(reversal) of financial assets 154 (254)
Profit on sale of Steel and Bright Bar Business undertaking (discontinued operations)Impairment of non current assets ä, (55, 652)2,851
Operating profit before changes in non-current / current assets and liabilities 28,474 24,988
Adjustments for:
(Increase) / decrease in inventories (5,646) 579
(Increase) / decrease in trade receivables (4,593) 1,748
(Increase) / decrease in loans and advances 13 145
(Increase) / decrease in other financial assets (471) (1, 544)
(Increase) / decrease in other assets 1,028 (6, 741)
Increase / (decrease) in trade payables 1,731 1,884
Increase / (decrease) in provisions 348 634
Increase / (decrease) in other financial liabilities 593 (1, 477)
Increase / (decrease) in other liabilities 245 3,687
Cash generated from operationsDirect taxes paid 21,722(352) 23,903(2,661)
Net cash flow from operating activities 21,370 21,242
В. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (3,707) (4,056)
Proceeds from sale of property, plant and equipment, intangible assets and assets held for 90 3,515
Proceeds from sale of Steel and Bright Bar business undertaking (discontinued operations)Refund of advance given for acquisition of land ä,$\overline{a}$ 2,82,98010,306
Refund received / (payment) of margin money with banks (109) 1,068
Interest received 359 659
Investment in bank deposits (with original maturity more than 12 months) (78) (150)
Net cash flows from/(used in) investing activities (3, 445) 2,94,322
c. Cash flows from financing activitiesProceeds from long term borrowings ä, 14,550
Repayment of long term borrowings (4,622) (2,51,452)
Repayment of short term borrowings/working capital loan from bank (5,621) 420
(Repayment of) / proceeds from short term borrowings 852 (61, 826)
Interest paid (5,583) (12, 163)
Dividend to the extent paid by a subsidiary to minority shareholdersRepayment of Minority Interest (3)(2, 772)
Net cash flows from/(used in) financing activities (17,749) (3, 10, 471)
D. Effect of foreign exchange differences on cash and cash equivalents 38 (123)
Net increase / (decrease) in cash and cash equivalents (A+B+C+D) 214 4,970
Cash and cash equivalents at the beginning of the year 9,732 4,762
Cash and cash equivalents at the year endReconciliation of cash and cash equivalent as per statement of cash flows 9,946 9,732
Balances with banks:
On current account 9,574 9,230
Deposits with original maturity less than 3 months 269 424
Cash on hand 44 51
Cheques/drafts on hand 59 27
* Amount is below the rounding off norm adopted by the Group. 9,946 9,732
1 The figures in bracket indicate outflows.
The above statement of cash flows has been prepared under the indirect method as set out in "Indian Accounting Standard - 7" - Statement

Usha Martin Limited

  1. Consolidated segment information

(Amounts in Rs. Lakhs unless otherwise stated) Quarter ended Quarter ended Quarter ended Year ended Year ended 31st 31st March, 2021 31st December. 31st March, 2020 31st March, 2021 March, 2020 Particulars 2020 Audited Unaudited Audited Audited Audited (Refer note 5) (Refer note 5) Segment Revenue Wire and Wire Ropes 62,742 52,328 49,856 2,00,401 2,07,879 Others 2.551 2.653 1.616 9.327 7.503 Revenue from Continuing operations 65,293 54,981 51,472 2,09,728 2,15,382 Revenue from Discontinued operations (Refer note 6) 6,523 Less : Inter segment revenue from discontinued operations to continuing operations 2.306 Revenue from Discontinued operations to external customers 4.217 Total Revenue from Continuing and Discontinued operations 65,293 51,472 2,19,599 54.981 2,09,728 Segment Results Profit/ (loss) for the period before tax and finance costs from Continuing operations 10,720 6,797 27,675 Wire and Wire Ropes 6,323 26,086 Others $(111)$ 89 $(522)$ $(44)$ $(1, 518)$ Total 10,609 6.886 5.801 27.631 24,568 Less: Finance costs 1,356 1,303 1,683 5.690 7,418 Other Unallocable Expenditure /(Income)(Net) 1.233 828 657 3.162 2,434 Profit before tax for the period from continuing operations 8,020 4,755 3,461 18,779 14,716 Discontinued operations (Refer note 6) Loss for the period from Discontinued operations before tax and finance costs $(179)$ $(216)$ $(1,033)$ $(444)$ $(5, 504)$ Less: 1,826 Finance costs 19 Loss for the period before tax from Discontinued operations $(216)$ $(179)$ $(1,052)$ $(444)$ $(7, 330)$ Profit / (Loss) on disposal of SBB business (Discontinued operations) $(968)$ 55,652 Total Profit /(loss) from discontinued operations before tax $(179)$ $(216)$ $(2,020)$ $(444)$ 48,322 Total Profit before tax and share of Joint Venture 7.841 1.441 18.335 63.038 4.539 Segments Assets Wire and Wire Ropes 2,14,965 2,12,555 2,06,542 2,14,965 2,06,542 Others 10,838 10,086 10,423 10,838 10,423 Unallocated 34.726 36,328 34.726 39.438 39,438 Total Assets 2,60,529 2,56,403 2,60,529 2,56,403 2,58,969 Segments Liabilities Wire and Wire Ropes 51.867 44.701 48.774 51.867 48 774 Others 5,143 4,167 4,360 5,143 4,360 Unallocated 62,812 75,261 76,743 62,812 76,743 Total Liabilities 1,19,822 1,24,129 1,29,877 1,19,822 1,29,877

Note:

The Group has been organised into business units based on its products and services and has two reportable segments, as follows:

(a) Wire and Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes, cord, related accessories, etc.

(b) Others segment includes manufacturing and selling of wire drawing & allied machines, Jelly Filled & Optical Fibre Telecommunication Cables.

The Company was also into Steel segment, which manufactured and sold steel wire rods, bars, blooms, bright bar, billets, pig iron and allied products, which has been disposed off with effect from April 9, 2019 (Refer note 6)

Usha Martin Limited

Notes to Financial Results

    1. The above consolidated results of Usha Martin Limited ("the Company") and its nineteen subsidiaries (including ten step-down subsidiaries) (together referred as 'the Group') and three joint ventures (including one step-down joint venture) for the quarter and year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 20, 2021.
  • These results have been prepared on the basis of the consolidated audited financial statements for the year ended March 31, 2021 and the consolidated interim financial results for the quarter and nine months period ended December 31, 2020, which are prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standard) Rules, 2015. The figures of the last quarter are the balancing figures between audited figures for the full financial year and unaudited year to date figures up to the third quarter of the respective financial year which are subjected to limited review.
  • Pursuant to the Business Transfer Agreement dated September 22, 2018 (Novation agreement on October 24, 2018) and Supplemental Business 6. Transfer Agreement dated April 7, 2019 and July 3, 2019 respectively with Tata Steel Long Products Limited (TSLPL) [formerly known as Tata Sponge Iron Limited], the Company had transferred its Steel and Bright Bar Business (SBB Business) as a going concern on slump sale basis during the quarter ended June 30, 2019 in accordance with the terms and conditions set out in those agreements at a consideration of Rs. 452,500 lakhs subject to net working capital adjustments. Out of the aforesaid consideration, an amount of Rs. 16,000 lakhs are receivable as at the year-end that include Rs. 15,000 lakhs in respect of certain parcels of land for which perpetual lease and license agreements have been executed by the Company in favour of TSLPL pending completion of ongoing formalities for registration in the name of TSLPL. The Company and TSLPL is in the process of final settlement and reconciliation of net working capital and therefore impact of adjustment, if any, arising from such reconciliation which is not expected to be material shall be recognised at the time of release of above hold back amount.
The details of discontinued operations are as follows: (Amounts in Rs. Lakhs unless otherwise stated)
Particulars Quarter ended31st March.2021 Quarter ended31st December.2020 Quarter ended31st March.2020 Year ended31st March, 2021 Year ended 31stMarch, 2020
Audited Unaudited Audited Audited Audited
Total income @ 1,287 15 190 3,222 8,754
Total expense # 1.466 231 1,242 3.666 16.084
Profit / (Loss) before tax for the period fromdiscontinued operations (179) (216) (1,052) (444) (7, 330)
Profit / (Loss) on disposal of SBB business (discontinuedoperations) (968) 55,652
Total profit/ (loss) for the period from discontinuedoperations before tax (179) (216) (2,020) (444) 48.322

@ Primarily includes liabilities / provisions no longer required written back pertaining to discontinued business

Primarily includes expenses incurred during the period/year in connection with recovery of dues / settlement of obligations pertaining to the assets / liabilities of the discontinued business and transfer of remaining assets to TSLPL, as mentioned above.

    1. Profit /(loss) from continuing and discontinued operations for the year ended March 31, 2020 includes utilisation of deferred tax assets pursuant to sale of SBB business and profit from sale of SBB Business respectively. Therefore, earnings per share from continuing and discontinued operations for year ended March 31, 2021 are not comparable with those for the year ended March 31, 2020.
  • a) The Directorate of Enforcement, Patna ("ED") had issued an order dated August 9, 2019 under the provisions of Prevention of Money 8. Laundering Act, 2002 (PMLA) to provisionally attach certain parcels of land at Ranchi, State of Jharkhand being used by the Company for its business for a period of 180 days in connection with export and domestic sale of iron ore fines in prior years aggregating Rs. 19,037 lakhs allegedly in contravention of terms of the mining lease granted to the Company for the iron ore mines situated at Ghatkuri, Jharkhand. The Hon'ble High Court of Jharkhand at Ranchi had, vide its order dated February 14, 2012, held that the Company has the right to sell the iron ore including fines as per the terms of the mining lease which was in place at that point in time. The Company had paid applicable royalty and had made necessary disclosures in its returns and reports submitted to mining authorities. In response to the provisional attachment order, the Company had submitted its reply before the Adjudicating Authority (AA). Subsequently, AA had issued an order by way of which the provisional attachment was confirmed under Section 8(3) of PMLA. Thereafter, the Company filed an appeal before the Appellate Tribunal, New Delhi and successfully obtained a status quo order from the Tribunal on the confirmed attachment order till the next date of hearing which is now fixed on May 24, 2021. During the quarter, the ED had filed a complaint before a sessions court in Patna against the Company and one of its officers. Taking cognizance of the said complaint under applicable provisions of the PMLA, the District and Sessions Court cum Special Judge (ED), ('Trial Court') directed that summons be issued to the Company.Subsequent to quarter end, on petitions being filed by the Company before the Hon'ble High Court of Patna, the said order taking cognizance of the complaint passed by the Trial Court has been set aside for want of proper jurisdiction and ED has been granted the liberty to file a complaint before an appropriate Court having adequate jurisdisction to try this matter. In fact, the Hon'ble High Court of Patna has directed that the entire complaint be returned to the prosecution agency. The ongoing operations of the Company have not been affected by the aforesaid proceedings. Supported by a legal opinion obtained, management believes that the Company has a strong case in its favour on merit and law. Accordingly, no adjustment to these financial results in this regard have been considered necessary by the management.

b) On October 2, 2020, Central Bureau of Investigation (CBI) has filed a First Information Report (FIR) against the Company, its Managing Director and certain other Officers under the Prevention of Corruption Act, 1988 and the Indian Penal Code, 1860 for allegedly trying to influence ongoing CBI investigation pertaining to the above proceedings. The Company strongly refutes the aforesaid allegations made by the CBI. The matter is under investigation and the designated CBI Court has not taken cognizance of the interim charge sheet filed by the CBI due to lack of sanction which is awaited. The Company has been providing information sought by the CBI in this regard. The Company intends to take such legal measures as may be considered necessary based on the outcome of the ongoing investigation. Supported by a legal opinion obtained, management believes that the Company has a strong case in its favour on merit and law.

Usha Martin Limited

Notes to Financial Results

  1. The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. The Group's operations and revenue during the period were also impacted due to COVID-19. In many countries, businesses were being forced to cease or limit their operations for long or indefinite period of time. Measures have been taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services which has triggered significant disruptions to businesses worldwide, resulting in an economic slowdown and uncertainties pertaining to future operations of their businesses.

The COVID-19 pandemic and its disruption of industrial production have impacted wire and wire ropes production in certain markets including Thailand. The Group's component in that geography has, however, been able to manage the challenges faced by it due to the pandemic and hence, businesses have continued to operate at normal capacities. The Board of Directors of the Group's Thailand component has made an initial assessment, based on the current situation, of the likely impact of the pandemic on overall economic environment and wire and wire-ropes industry, in particular, based on which it expects the wire and wire-ropes demand to stabilize in due course. Based on projections of the component's performance and a strong cash position, the Board does not anticipate any challenge in the component's ability to continue as a going concern or meeting its financial obligations. The component has additionally, on a prudent basis, assessed existence of any indication of impairment of carrying values of property, plant and equipment at the year-end in accordance with the requirements of Ind AS 36 - Impairment of Assets and concluded that no indications of impairment exist as at the reporting date.

The Group has taken into account the possible impact of COVID-19, including its assessment of recoverability of the carrying value of property, plant and equipment, investments and deferred tax assets based on internal and external information upto the date of approval of these audited consolidated financial results and current indicators of future economic conditions. Further, management has assessed its liquidity position as on March 31, 2021 and does not anticipate any challenge in the Group's ability to continue as a going concern. The impact of the pandemic may be different from that as estimated as at the date of approval of these results and the management continues to closely monitor any material changes to future economic conditions.

    1. The Board of Directors of the Company at its meeting held on May 20, 2021, has approved the scheme of arrangement for capital reduction and reorganisation pursuant to the provisions of Section 230 and other applicable provisions of the Companies Act, 2013. The scheme will be given effect to on receipt of requisite approvals.
    1. 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 and the final rules have not yet been issued. 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.
    1. Previous period figures have been regrouped / rearranged wherever necessary, to conform to current period presentation.

have

Rajeev Jhawar Managing Director

Place: Kolkata Dated: May 20, 2021

Date: May 20, 2021

The Secretary The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400 001 [Scrip Code:517146]

The Secretary National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No.C/1, G Block, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 [Scrip Code: USHAMART]

Societe de la Bourse de Luxembourg 35A Bouleverd Joseph II L-1840, Luxembourg [Scrip Code: US9173002042]

Sub : Declaration in terms of Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sirs,

In terms of the second proviso to Regulation 33(3)(d) of SEBI (Listing Obligations & disclosure Requirements) Regulations 2015, as amended, we confirm that the Statutory Auditors of the Company have given an Unmodified Opinion on the Annual Audited Financial Results (standalone and consolidated) of the Company for the financial year ended 31st March, 2021.

Thanking you,

Yours faithfully, For Usha Martin Limited

Shampa Ghosh Ray Company Secretary