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Usha Martin Ltd. Interim / Quarterly Report 2022

Nov 12, 2021

60724_rns_2021-11-12_2facc829-cd41-4dc8-801a-1d9dbac212a2.pdf

Interim / Quarterly Report

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Usha Martin Limited 2A, Shakespeare Sarani, Kolkata {formerly Calcutta) - 700 071, India Phone: (00 9 1 33) 71006300, Fax: (00 91 33) 2282 9029, 71006400/500 CIN:L31400WB1986PLC091621 Website:www.ushamartin .com

Date : November 12, 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 un-audited financial results on standalone and consolidated basis for the quarter and half year ended 30th September, 2021.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a copy of above unaudited results and Report of the Auditors on "Limited Review" of said financial results are enclosed for your ready reference and record .

The Board Meeting commenced at 12:45 P.M. and concluded at 3:45 P.M . (1ST) .

Thanking you,

Yours faithfully, For Usha Martin Limited

Encl: as mentioned above

S.R. BAruno1 & Co. LLP 1 ,.

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

Review Report to The Board of Directors Usha Martin Limited

    1. We have reviewed the accompanying statement of unaudited standalone financial results of Usha Martin Limited (the ··company") for the quarter ended September 30, 2021 and year to date from April 01. 2021 to September 30. 2021 (the "Statement") attached herewith. being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listlng Regulatiohs").
    1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 , (Ind AS 34) ''Interim Financial Reporting'' prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generaHy accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 24 10 ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'' issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A revfew of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
    1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act. 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in

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S.R. BATLIBOt & Co. LLP

Chartered A¢co1.mto11ts

terms of the Listing Regulations, including the manner in which it is to be disclosed. or that it contains any material misstatement.

5. Emphasis of Matter

We draw attention to Note 6 (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 of the ongoing proceedings on complaint filed by the Directorate of Enforcement (ED) before the District and Sessions Judge cum Special Judge (CBI). Ranchi as mentioned in the said note, no adjustment to these standalone financial results in this regard have been considered necessary by the management.

Further, as explained in Note 6 (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 note 6 (a). The matter is currently pending investigation and the Company intends to take such legal measures as necessary based on the outcome of the ongoing investigation.

Our conclusion is not modified in respect of ihese matter.

For S.R. BA TLIBOI & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005

per Bhaswar Sarkar Partner Membership No.: 055596

U DIN : 21055596AAAAEX9082

Place: Kolkata Date: November 12, 2021

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Usha Martin Limited

Statement of Unaudited Standalone Financial Results for the quarter and six months ended 30th September, 2021

(Amounis in hs. Iakhs uniess otherwise sijied)
Particulars Quarter ended30th September,2021 Quarter ended30th June,2021 Quarter ended30th September,2020 Six monthsended 30thSeptember,2021 Six monthsended 30thSeptember,2020 Year ended31st March,2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Continuing Operations
Income
Revenue from operations 42,123 40,266 31,236 82,389 54,028 1,34,560
Other income 1,288 628 343 1,916 866 1,439
Total income 43,411 40,894 31,579 84,305 54,894 1,35,999
Expenses
Cost of materials consumed 24,958 25.172 16.569 50,130 28.342 76,610
Purchases of stock-in-trade 1.674 2.531 737 4,155 1,143 2,631
(Increase)/decrease in inventories of finished goods, work-in-
progress and stock-in-trade (559) (3, 375) 1,419 (3,934) 2,511 B2,381
Empioyee benefits expense. 3.179 2,982 2,884 6,161 5,565 11,742
Finance costs 927 890 1,120 1.817 2.326 4,452
Depreciation and amortisation expense 796 782 764 1,585 1,516 3,064
Other expenses 7,211 7,166 5,067 14,377 9,365 22,083
Total expenses 38,136 36,155 28,540 74,291 50,768 1,22,963
Profit before tax for the period from continuing operations 5,275 4,739 3,039 10,014 4,126 13,036
Tax experise
Current tax 1,075 $30 - 20$ 1.075 3C 30
Deferred tax charge / (credit) (5) 1,287 755 1,282 1,041 2,510
Tax expense of continuing operations 1,070 1,287 785 2,357 1,071 2,540
Profit for the period from continuing operations after tax (a) 4,205 3.452 2,254 7,657 3,055 10,496
Discontinued operations (Refer note 5)
Profit / (loss) for the period from discontinued operationsbefore tax (70) (49) (444)
Tax expense of discontinued operations ž $\overline{\phantom{a}}$
Profit / (loss) for the period from discontinued operationsafter tax (b) (70) (49) [444]
Profit for the period $[(c) = (a) + (b)]$ 4.205 3,452 2,184 7,657 3.006 10,052
Other comprehensive income
35
(a) Items that will not be reclassified to profit or loss. ${44}$ 82 31 (121) (210)
(b) Tax benefit on items that will not be classified to profit orlass (9) $\tilde{\mathcal{I}}$ (21) (8) 30 53
Total other comprehensive income for the period, net of tax${d}$ 26 (3) 61 23 (91) ${157}$
Total comprehensive income for the period $[(c) * (d)]$ 4,231 3,449 2,245 7,680 2,915 9,895
Paid-up equity share capital (face value of Re 1/- each) 3,054 3,054 3,054 3,054 3,054 3,054
Other equity as per balance sheet 68,382
Earnings per share (Rs.)
Earnings per equity share (for continuing operations)
Basic and Diluted (Rs.) 1,38 1.13 $0.74$ $*$ 2.51 1.00 3.45
Earnings per equity share (for discontinued operations) $\omega$ (0.15)
Basic and Diluted (Rs.)Earnings per equity share (for continuing and discontinuedoperations) (0.02) (0.01)
Basic and Diluted (Rs.) 1.38 $1.13$ * $0.72$ * $2.51$ $*$ 0.99 3.30
* Not annualised

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Usha Martin Limited

Notes to Financial Results

  1. Standalone statement of assets and liabilities
(Amounts in Rs. lakhs unless otherwise stated)
Particulars As at30th September, 2021 As at31st March, 2021
(Unaudited) (Audited)
ASSETS
Non-current assets
(a) Property, plant and equipment 36.527 37,643
(b) Capital work-in-progress 4,457 3,741
(c) intangible assets 246 383
(d) Right-of-use assets 292 294
(e) Intangible assets under development 51 40
(f) Financial assets
(i) investments 15,065 15,065
(ii) Loans 1,180 1,244
(iii) Other financial assets 1,322 1,456
(g) Advance income tax assets (net) 2,214 5.033
(h) Deferred tax assets (net) 546 1,836
(i) Other non-current assets 6,575 6,615
Total non-current assets 68,475 73,350
Current assets
(a) Inventories 30,768 25,486
(b) Financial assets
(i) Trade receivables 25,078 21,718
(ii) Cash and cash equivalents 1,888 385
(iii) Other bank balances 654 541
(iv) Loans 1,238 718
(v) Other financial assets 14,691 18.773
(c) Other current assets 3,433 5,123
77,750 72,744
Assets held for sale 1.462 1,417
Total current assets 79,212 74,161
Total assets 1,47,687 1.47,511
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 3,054 3,054
(b) Other equity 76,061 68,382
Total equity 79,115 71,436
Liabilities
Non-current liabilities
(a) Financial liabilities 14,791
(i) Borrowings 21 18,629
(ii) Lease liabilities 21
(b) Provisions(c) Other non-current liabilities 3,824 3.785
3,065 3,015
Total non-current liabilities 21,701 25,450
Current liabilities
(a) Financial liabilities
(i) Borrowings 6,853 10,594
(ii) Trade payables
(A) Total outstanding dues of micro enterprises and small
enterprises 256 217
(B) Total outstanding dues of creditors other than micro
enterprises and small enterprises 22,911 23,779
(iii) Other financial liabilities 6,037 6,694
(iv) Lease liabilities 17 14
(b) Provisions 714 708
(c) Current tax liabilities (net) 1,280 205
(d) Other current liabilities 8,803 8,414
Total current liabilities 46,871 50,625
Total liabilities 68,572 76,075
Total equity and liabilities 1,47,687 1,47,511

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Usha Martin Limited

  1. Standalone Statement of cash flows for the six months period ended 30th September, 2021
(Amounts in Rs. lakhs unless otherwise stated)
Six months ended Six months ended
30th September, 30th September,
Particulars 2021(Unaudited) 2020(Unaudited)
A. Cash flow from operating activities
Profit before tax from continuing operations 10,014 4,126
Profit /(loss) before tax from discontinued operations [49]
Adjustments to reconcile Profit/(loss) before tax to net cash flows:
Depreciation and amortisation expenses 1.585 1,516
Loss /(gain) on disposal of property, plant and equipment (net of gain on disposal
of property, plant and equipment of Rs. 393 lakhs (30th September, 2020 : Rs.Nil)] 21
Unrealised derivative loss/(gain) [net] 35 (481)
Finance costs 1,817 2,326
Bad Debts / advances written off 12 13
Allowance for credit impaired debts and advances [net of reversal of Rs. Nil (30th
September, 2020 : Rs. 21 lakhs)] 175 312
Interest income on financial assets carried at amortised cost (440) (204)
Dividend income (160) (120)
Unrealised foreign exchange differences (net) 66 739
Liabilities no longer required written back (464) (2, 196)
Operating profit before changes in non-current / current assets and liabilities 12,661 5,982
Adjustments for:
(Increase) / decrease in inventories (5,282) 4,682
(Increase) / decrease in trade receivables (3,495) (1,083)
(Increase) / decrease in loans and advances (3) 30
(Increase) / decrease in other financial assets 221 32
(Increase) / decrease in other assets 1,720 (2,681)
Increase / (decrease) in trade payables (437) (3,523)
Increase / (decrease) in provisions 75 228
Increase / (decrease) in other financial liabilities 733 (137)
Increase / (decrease) in other liabilities 435 1,828
Cash generated from operations 6,628 5,358
Direct taxes (paid)/refund (net) 2,819 (56)
Net cash flows from operating activities 9,447 5,302
B. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (1, 222) (625)
Proceeds from sale of property, plant and equipment, intangible assets and assets
held for sale. 3 1
Loans given to related party [net of loans realised from related party of Rs. Nil
(30th September, 2020: Rs. 153 lakhs)] (525) (115)
Received from Tata Steel Long Product Limited for transfer of land parcels (net of
working capital adjustments) (Refer note 5) 2,597 w.
Interest received 395 181
143
Refund received /(Investment) in bank deposits 209
Refund received/(Payment) of margin money with banks (113) (113)
Dividend received 160 120
Net cash flows from / (used in) investing activities 1,438 (342)
C. Cash flows from financing activities
Repayment of long term borrowings (4, 150) (2,469)
Proceeds from / (repayment of) short term borrowings (net) (3,552) 740.
Interest paid (1,680) (2, 294)
Net cash flows used in financing activities (9, 382) (4,023)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 1,503 937
Opening Cash and cash equivalents 385 477
Closing Cash and cash equivalents 1,888 1,414

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Usha Martin Limited

Notes to Financial Results

  • The above results of Usha Martin Limited ("the Company") for the six months ended September 30, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 12, 2021.
  • The unaudited standalone financial results have been prepared in accordance with the recognition and measurement principles provided in Indian Accounting Standard (Ind AS) 34 on 'Interim Financial Reporting', the provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended.
    1. Pursuant to the Business Transfer Agreement dated September 22, 2018 (Novation agreement on October 24, 2018) and Supplemental 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 was receivable at the commencement of the quarter 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. During the quarter ended September 30, 2021, the Company has received Rs. 2,597 lakhs (net of adjustment of Rs. 703 lakhs towards settlement of net working capital) on transfer of certain parcels of land in the name of TSLPL. The balance amount receivable from TSLPL as at quarter end is Rs. 12,169 lakhs (net of adjustment of Rs. 531 lakhs towards agreed final settlement of net working capital).

The details of discontinued operations for corresponding quarter, six months ended September 30, 2021 and for the year ended March 31, 2021 are as follows:

In comparison to the Initial

ичновно ні куливну
Particulars Quarter ended30th September,2020 Six months ended30th September.2020 Year ended31st March,2021
(Unaudited) (Unaudited) [Audited]
Total income @ 345 1.920 3.222
Total expenses # 415 .969 3,666
Total profit/ (loss) for the period from discontinued operationsbefore tax (70) (49) (444)

@ 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.

  • 6(a) The Directorate of Enforcement, Patna ("ED") had issued an order dated August 9, 2019 under the provisions of Prevention of Money 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, Iharkhand. The Hon'ble High Court of Iharkhand at Ranchi had, vide 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 which continues till the next date of hearing that is now fixed on December 9, 2021. In May 2021 the ED had filed a complaint before the District and Sessions Judge Cum Special Judge (CBI), Ranchi against the Company and one of its Officers. In response to the said complaint and summons received by the Company and its Officer, the Company had filed a quashing petition before the Hon'ble Jharkhand High Court which has been dismissed vide order dated November 3, 2021 in which the Hon'ble Court has stated that "the facts of the case are volumnious and the Court is not required to make a roving enquiry and discuss the evidences for coming to a conclusion that no primafacie case is made out, at this stage, which is against the mandate of law". Accordingly, the proceedings in the complaint shall continue before the District and Sessions Judge Cum Special Judge (CBI), Ranchi. 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.
  • 6 (b) On October 2, 2020, Central Bureau of Investigation (CBI) had 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. During the quarter, the CBI has submitted necessary sanction with the designated CBI Court for cognizance of offence in terms of the interim charge sheet. Such cognizance is yet to be taken and the matter is under investigation. The Company has been providing information sought by the CBI in this regard and 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.

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Usha Martin Limited

Notes to Financial Results

  • Based on the Company's internal structure and information reviewed by the Chief Operating Decision Maker to assesses the Company's financial performance, the Company is engaged solely in the business of manufacture and sale of wire, wire ropes and allied products. Accordingly, the Company has only one reportable segment, i.e., "Wire & Wire Ropes'
    1. The outbreak of Corona virus (COVID-19) pandemic globally and in india is causing significant disruption 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 standalone financial results, including its assessment of recoverability of the carrying value of property, plant and equipment and investments based on internal and external information upto the date of approval of these standalone financial results and current indicators of future economic conditions. Further, management has assessed its liquidity position as on September 30, 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: November 12, 2021

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Rajeev Jhawar Managing Director

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

Review Report to The Board of Directors Usha Martin Limited

    1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Usha Martin Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), and its joint ventures for the quarter ended September 30, 2021 and year to date from April 01, 2021 to September 30, 2021 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").
    1. This Statement, which is the responsibility of the Holding Company's Management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our resp~nsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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

  1. The Statement includes the results of the entities as mentioned in Annexure 1.

S.R. BATLIBOJ & co. LLP

Chartered Accountants

,.

  1. Based on our revie d w con ucted and procedures performed as stated in paragraph 3 above and based th · . . . on e consIderat1on of the review reports of other auditors referred to m paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

6. Emphasis of Matter

We draw attention to Note 7(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 of the ongoing proceedings on complaint filed by the Directorate of Enforcement (ED) before the District and Sessions Judge cum Special Judge (CBI), Ranchi as mentioned in the said note, no adjustment to these consolidated financial results in this regard have been considered necessary by the management

Further, as explained in Note 7(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 note 7(a). The matter is currently pending investigation and the Company intends to take such legal measures as necessary based on the outcome of the ongoing investigation.

Our conclusion is not modified in respect of these matters.

    1. The accompanying Statement includes the unaudited interim financial results and other financial information, in respect of:
    • nineteen subsidiaries, whose unaudited interim financial results include total assets of Rs. 1,56,994 lakhs as at September 30, 2021, total revenues of Rs 35,862 lakhs and Rs 73,323 lakhs, total net profit after tax of Rs. 1,964 lakhs and Rs. 4,543 lakhs, total comprehensive income of Rs. 1,859 lakhs and Rs. 4,348 lakhs, for the quarter ended September 30, 2021 and the period ended on that date respectively, and net g .

Chartered Accountants

cash inflows of Rs. 1,047 lakhs for the period from April 01 , 2021 to September 30, 2021, as considered in the Statement which have been reviewed by their respective independent auditors.

• three joint ventures, whose unaudited interim financial results include Group's share of net profit of Rs. 87 lakhs and Rs. 276 lakhs and Group's share of total comprehensive income of Rs. 87 lakhs and Rs. 276 lakhs for the quarter ended September 30, 2021 and for the period from April 01, 2021 to September 30, 2021 respectively, as considered in the Statement whose interim financial results and other financial information have been reviewed by their respective independent auditors .

The independent auditor's reports on interim financial information/ financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and joint ventures is based solely on the report of such auditors and procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement in respect of matters stated in paragraph 7 above is not modified with respect to our reliance on the work done and the reports of the other auditors.

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

per Bhaswar Sarkar Partner Membership No.: 055596

UDIN: 21055596AAAAEY1280

Place: Kolkata Date: November 12, 2021

S.R. BATLIBOI & Co. LLP

Chartered Accountants

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 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 venturep

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Usha Martin Limited

Statement of Unaudited Consolidated Financial Results for the quarter ended 30th September, 2021

Particulars Quarter ended30th September,2021 Quarter ended30th June,2021 Quarter ended30thSeptember,2020 Six monthsended 30thSeptember,2021 Six monthsended 30thSeptember,2020 Year ended31st March.2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Continuing Operations
Revenue
Revenue from operations 59,406 61,530 51.836 1,20,936 89,454 2.09.728
Other income 1,384 636 666 2,020 1,285 2,894
Total income 60,790 62,166 52,502 1,22,956 90,739 2,12,622
Expenses
Cost of materials consumed 34,171 36,537 27,418 70,708 47.710 1,15,294
Purchases of stock-in-trade 134 427 131 561 216 819
(increase)/decrease in inventories of finished goods, work-in-progress
and stock-in-trade (2,816) (3, 487) 1,861 (6.303) 1,447 963
Employee benefits expense 8,237 8,0951.170 7,3291,468 16,332 14,153 29,8015,690
Finance costsDepreciation and amortisation expense 1,2211.750 1,752 1,709 2,3913,502 3,0313,384 6,787
Other expenses 11,164 10,820 7,876 21,984 14,794 34,489
Total expenses 53,861 55,314 47,792 1,09,175 84,735 1,93,843
Profit before tax for the period from continuing operations 6,929 6,852 4,710 13,781 6,004 18,779
Tax expense:
Current tax 1,352 266 135 1,618 294 941
Adjustment of tax relating to earlier periods (26) (26) ${1}$ (1)
Deferred tax charge / (credit) (94) 994 722 900 1,014 2,704
Tax expense of continuing operations 1,258 1,234 857 2,492 1,307 3,644
Profit/(loss) for the period before share of profit of joint 5,671 5,618 3,853 11,289 4,697 15,135
ventures from continuing operations
Share of profit /(loss) of joint ventures 87 182 (32) 276 (24) 459
Profit / (loss) for the period after share of profit of joint
ventures from continuing operations (a) 5,758 5,807 3,821 11,565 4,673 15,594
Discontinued operations (Refer note 6)
Profit / (loss) for the period from discontinued operations
before tax (70) (49) (444)
Tax expense of discontinued operations
Profit /(loss) for the period from discontinued operations after${ax( b)}$ (70)
(49) (444)
Profit for the period $[(c) = (a) + (b)]$ 5,758 5,807 3,751 11,565 4,624 15,150
Other comprehensive income
Items that will not be reclassified to profit or loss, net of tax
Re-measurements loss on defined benefit plans (18) (47) 50 (65) (1111) (341)
Items that will be reclassified to profit or loss, net of taxExchange difference on translation of financial statements of
foreign operations. (2, 201) 1:109 (534) (1,092) 403 2,231
Total other comprehensive income for the period, net of tax
${\mathbf{d}}$ (2,219) 1,062 (484) (1, 157) 292 1,890
Total comprehensive income for the period $[(c) + (d)]$ 3,539 6,869 3,267 10,408 4,916 17,040
Profit / (loss) for the period attributable to:
Equity shareholders of the Company 5,755 5,803 3,615 11,558 4,437 14,959
Non controlling Interest 3 4 136 187 191
Other comprehensive income attributable to:
Equity shareholders of the Company (2, 219) 1,062 (480) (1, 157) 300 1,898
Non controlling interest 科) (8) (8)
Total comprehensive income for the period attributable to:
Equity shareholders of the Company 3,536 6,865â 3.135 10,401 4,737 16,857
Non controlling interest 3 132 179 183
Paid-up equity share capital (face value of Re 1/- each)Other equity as per balance sheet 3,054 3,054 3,054 3,054 3,054 3,0541,37,296
Earnings per share (Rs.)Earnings per equity share (for continuing operations)
Basic and Diluted 1.89 $1.90*$ $1.21$ $*$ 3.79 $1.47$ * 5.06
Earnings per equity share (for discontinued operations)
Basic and Diluted $(0.02)$ * $(0.01)$ * (0.15)
Earnings per equity share (for continuing and discontinued
operations)
Basic and Diluted $1.89$ * $1.90$ * $1.19$ * $3.79$ $*$ $1.46$ * 4.91
* Not annualised

in by tables unlass ath

$\widehat{\mathbb{Z}}$ usha martin

Usha Martin Limited

Notes to Financial Results

  1. Consolidated statement of assets and liabilities
As at
Particulars 30th September,2021 As at31st March, 2021
(Unaudited) (Audited)
ASSETS
Non - current assets
(a) Property, plant and equipment 79.756 81,692
(b) Capital work-in-progress 4,549 4,483
(c) investment property 695 705
(d) Goodwill on consolidation 5.522 5,522
(e) Other intangible assets 405 587
(f) Right of Use Assets 4.733 4,666
(g) Intangible assets under development 51 40
(h) Equity accounted investments(i) Financial assets 5,006 4.842
ill investments
(ii) Loans S $\mathsf{S}$
616 633
(iii) Other financial assets 3.138 3,303
(i) Advance income tax assets (net) 2,599 5,212
(k) Deferred tax assets (net) 1,650 2.890
(I) Other non-current assets 6,575 6,614
Total non-current assets 1,15,300 1,21,194
Current assets(a) Inventories
78,834 67,169
(b) Emancial assets[i] Trade receivables
(ii) Cash and cash equivalents 31,875 32,753
(iii) Other bank balances 12,496 9,946
1,956 1,941
(iv) Loans 93 95
(v) Other financial assets 14,796 18,935
(c) Other current assets 6,180 7.079
Assets held for sale 1,46,230 1.37,918
Total current assets 1.461 1.417
1,47,691 1,39,335
Total assets 2,62,991 2,60.529
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 3,054 3,054
(b) Other equity 1,47,696 1,37,296
Equity attributable to equity shareholder of the Company 1,50,750 1,40,350
Non-controlling interest 342 357
Total Equity 1,51,092 1,40.707
Liabilities
Non - current liabilities
(a) Financial liabilities
(i) Borrowings
(ii) Lease Habilities 20,136 23,739
(iii) Other financial liabilities 4,010$\omega_{\rm i}$ 3,89636
(b) Provisions 5,870 5,780
(c) Deferred tax liabilities (net) 1,878 2.287
(d) Other non-current Liabilities 3.065 3,015
Total non-current liabilities 34,959 38.753
Current liabilities
(a) Financial liabilities
(i) Bortowings(ii) Trade payables 20,160 24,922
(A) Total outstanding dues of micro enterprises and small
enterorises
422 243
(B) Total outstanding dues of creditors other than micro-enterprises and small enterprises
(iii) Lease Babilities 34.256 35,987
(iv) Other financial liabilities 454 425
9,477 9,207
(b) Provisions 977 933
(c) Current tax liabilities (net)(d) Other current liabilities 1,496 249
Total current liabilities 9,69876,940 9,103
Total liabilities 1,11,899 81,069
Total equity and liabilities 2,62,991 1,19,822
2,60,529

(Amounts in Rs. lakhs unless otherwise stated)

Mushamartin

  1. Consolidated statement of cash flows for the six months period ended 30th September, 2021
(Amounts in Rs. lakhs unless otherwise stated)Six months ended30th September,2021 Six months ended30th September,2020
(Unaudited) (Unaudited)
A. Cash flow from operating activities
Profit before tax from continuing operations 13,781 6,004
Profit /(Loss) before tax from discontinued operations (49)
Adjustments to reconcile Profit/(loss) before tax to net cash flows:
Depreciation and amortisation expenses 3,502 3,384
Loss /(gain) on disposal of property, plant and equipment [net of gain on disposal of property,plant and equipment of Rs. 404 lakhs (30th September, 2020 : Rs.Nil)] 9 (39)
Unrealised derivative loss (net) 54 (451)
Finance costs 2,391 3,031
Bad Debts /advances written off 12 33
Allowance for credit impaired debts and advances (net of reversal of Rs. 7 lakhs (30th
September, 2020 : Rs. 25 lakhs)] 282 335
Tangible assets/capital work-in-progress written off $\mathbf{3}$
Interest income on financial assets carried at amortised cost (409) (239)
Unrealised foreign exchange differences (net) (29) 717
Effect of change in foreign exchange translation (25) (444)
Liabilities no longer required written back (486) (2, 384)
Discounting of financial assets 47 55
Operating profit before changes in non-current / current assets and liabilities 19,132 9,953
Adjustments for:
(Increase) / decrease in inventories (11, 730) 4,806
(Increase) / decrease in trade receivables 599 (1,204)
(Increase) / decrease in loans and advances [4] 33
(Increase) / decrease in other financial assets 276 89
(Increase) / decrease in other assets 934 (2,623)
Increase / (decrease) in trade payables (1, 341) (2,918)
- 31Increase / (decrease) in provisions 76 348
Increase / (decrease) in other financial liabilities 1,846 75
Increase / (decrease) in other liabilities 645 1,603
Cash generated from operations 10,433 10,162
Direct taxes (paid)/refund (net) 2,268 (358)
Net cash flow from operating activities 12,701 9,804
B. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (2, 583) (965)
Proceeds from sale of property, plant and equipment, intangible assets and assets held for sale
27 57
Received from Tata Steel Long Product Limited for transfer of land parcels (net of working
capital adjustments) (Refer note 6) 2,597
Interest received 395 147
Refund received /(Investment) in bank deposits 128 130
Refund received / (payment) of margin money with banks 11 12
Net cash flows from / (used in) investing activities 575 (619)
$C_{r}$ Cash flows from financing activities
Repayment of long term borrowings (3, 726) (2,531)
Proceeds from / (repayment of) working capital loan from bank (4, 289) 1,331
Repayment of short term borrowings (474) (4, 363)
Interest paid (2,258) (3,070)
Dividend Transferred to Investor Education and Protection fund (3)
Net cash flows used in financing activities (10, 747) (8,636)
D. Effect of foreign exchange differences on cash and cash equivalents 21 (104)
Net increase in cash and cash equivalents (A+B+C+D) 2,550 445
Opening Cash and cash equivalents 9,946 9,732
Closing Cash and cash equivalentsE KOLAADA AREA 12,496 10,177

X,

Try usha martinUsha Martin Limited

  1. Consolidated segment information
(Amounts in Rs. lakhs unless otherwise stated)
Particulars Quarter ended30th September,2021 Quarter ended30th June,2021 Quarter ended30th September,2020 Six monthsended 30thSeptember.2021 Six monthsended 30thSeptember, 2020 Year ended31st March,2021
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Segment Revenue
Wire & Wire Ropes 56,701 59.014 49,061 1,15,715 85,344 2,00,408
Others 2.705 2.516 2,775 5,221 4,110 9,320
Revenue from Continuing operations 59,406 61,530 51,836 1,20,936 89,454 2,09,728
Segment Results
Profit for the period before tax and finance costs fromContinuing operations
Wire & Wire Ropes 8,108 9.085 6,675 17,193 9.954 27,374
Others 200 252 223 452 253 730
Total 8,308 9,337 6,898 17,645 10,207 28,104
Less:
Finance costs 1,221 1,170 1,468 2,391 3.031 5,690
Other Unaltocable Expenditure /(Income) (Net) 158 1.315 720 1,473 1.172 3,635
Profit before tax for the period from continuing operations 6,929 6,852 4,710 13,781 6,004 18,779
Discontinued operations (Refer note 6)
Profit /(loss) for the period from discontinued operationsbefore tax (70) (49) (444)
Total Profit before tax and share of Joint Venture 6,929 6,852 4,640 13,781 5,955 18,335
Segment Assets
Wire & Wire Ropes 2,25,395 2,25,976 2,03,740 2,25,395 2,03,740 2,16,848
Others 7,783 7,274 6,703 7,783 6,703 7,541
Unallocated 29,813 35,423 41,903 29,813 41,903 36,140
Total Assets 2,62,991 2,68,673 2,52,346 2,62,991 2,52,346 2,60,529
Segment Liabilities
Wire & Wire Ropes 53,733 49,871 45,943 53,733 45,943 52,602
Others 3.045 2.915 3,058 3,045 3,058 3,525
Unallocated 55,121 68,315 71,988 55,121 71,988 63,695
Total Liabilities 1,11,899 1,21,101 1,20,989 1,11,899 1,20,989 1,19,822

Note;

The Group has been organised into business units based on its products and services and has two reportable segments, as follows:(a) Wire & Wire Ropes segment which manufactures and sells steel wires, strands, wire ropes,

(b) Others segment which manufactures and sells Jelly Filled & Optical Fibre Telecommunication Cables.

the usha martin

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 six months ended September 30, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 12, 2021.
    1. The unaudited consolidated financial results have been prepared in accordance with the recognition and measurement principles provided in Indian Accounting Standard (Ind AS) 34 on 'Interim Financial Reporting', the provisions of the Companies Act, 2013 (the Act), as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended.
  • Pursuant to the Business Transfer Agreement dated September 22, 2018 (Novation agreement on October 24, 2018) 6. and Supplemental 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 was receivable at the commencement of the quarter 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. During the quarter ended September 30, 2021, the Company has received Rs. 2,597 lakhs (net of adjustment of Rs. 703 lakhs towards settlement of net working capital) on transfer of certain parcels of land in the name of TSLPL. The balance amount receivable from TSLPL as at quarter end is Rs. 12,169 lakhs (net of adjustment of Rs. 531 lakhs towards agreed final settlement of net working capital).

The details of discontinued operations for corresponding quarter, six months ended September 30, 2021 and for the year ended March 31, 2021 are as follows:

(Amounts in Rs. lakhs)
Particulars Quarter ended30th September,2020 Six months ended30th September,2020 Year ended31st March,2021
(Unaudited) (Unaudited) (Audited)
Total income @ 345 1,920
Total expenses # 415 1.969 3,666
Total profit/ (loss) for the period from discontinuedoperations before tax (70) (49) $(A\tilde{a}A)$

@ 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.

~ usha martin

Usha Martin Limited

Notes to Financial Results

  • "Ila). The Directorate of Enforcement Pat na ("EO'') had issued an on:i<:r dated Augus\ 9, 2019 under the provisions of Prevention of Money Launder,ng Act, 2002 (PMLAI to prov1s1onaily attarh certa,n parceh of land at R;nchi, Stat€ cf Jharkhand being u1ed by the Company for 1t; business for a period of 180 day, in connection w ith expon nd domestic sale of iron ore fines in pnor v••aro aggrt>gat,ng Rs 19,037 lakh5 allegedly in contravention 01 te11»s of the mioing lease granted to the Col'llpany for the 1ro11 ere rnor1es situated at Ghatkun, Jharkhand. The Hon'ble High Court of Jharkhand at Ranchi had, v1de order dated February 14, 2012, held that the Companv has the right to sell the iron ore lncluding fines as per the terms of the mining lease wh,ch was in place at that point in time. The Company had pa,d appl,cable royalty nd had made necessary disclosures in its returns and reports submitted to mining a1Jthonhes, in response to the prov,slonal attachment order, the Company had submitted its reply before the Adjudicating Authonty (AA). Subsl!Quently, AA had 1$,UCd an order by way of which the prov1>1onal attachment was confirmed under Sect.ion S:(3) of PM(.A. There3fter; the Company hied an ilPPeal before the Appeilate Tribunal, Nev, Delhi and successfully obtained a status quo order frorn the Tribunal on the confirmed aHachment order wh,ch continues till the riext date of heanng that ,snow fixed on December 9, .1.021. In May 2021 the ED had f,led a compia1111 before the District and Sessions Judge Cum Spfdal Judg<' (C:fll). Ranch• aga,nst the Cornpa"v ant;! one cf its Officers. In r-eporise tu the said complaint and summons received by the Company and Its Officer. lhe Company had filed a quashing petil1011 before the Hon'ble Jharhand High Court which has been dismissed vide order dated November 3, 2021 1n which the Hon'bte Court has stated that "the facts of the c.ise are volumnious and the Court Is not required to make a r(lv,ng enquiry and discuss :he evidences for coming to a wnclusiort that no prlma-fac,e case is made out. at this stage, which is again.,t the mandate o! law'' Accordingly, the procedings in the complaint shall rnntmue before the District and .Sessions Jvdge C.11,p Special Jvdge (C.81), Rand1i. The ongotng operations of the Company have not been affectd by the aforesa,d proceedings. Supported by a legal opinion obtained. management bel,eves that the Company has a strong case ln its favour en merit and law Accordingly, no adiustment to these !1nanr.1a! results 10 this reg3rd have been considered necessary by the management.
  • 7(b) On October 2, 2020, Central Bureau of lnves11gati on (C!il) had foled ii First Information Report (FIRJ again,l !he Comp.;py, it;. Manag,11g Director ::,nd ccrt'lll\ Other Officers unde, the Preve11t,on cf Ccrruptoc>n Act. 1988 and the l!'\d1an Pena l Code, 1860 for alleged!, trying to influer"e ongoing CB• inve~tlga11on pertain,ng to the above proceedings. The Company strongly refutes the aforesaid a!leg;,t,ons made by the CBI. During the quarter, the CBI has submitted necessary sanction with the designated CBI Coun for cognizance of offence m terms of 1he Interim charge sheet. Such cognizance 1s yet. to be taken and the niatier is under irwest1g<1t1on The Company has been providlf1g informanon sought by t he CBI in this regard and 1r,ter.d~ ta 1a1<e such legijl measures JS rnay be considered neces;a1v based on the outcome of the ongo,ng investigation. Supported by a legal opinion obtained, management believes that the Company has~ strong case 111 ,ts favour or, men\ and law
  • 8 The outbreak of Corona virus (COVID-19) pandemic globaHy and •n md•~ 1~ causing significant disruption and s'owdown of ~conomit activity, The Group's OPNJtions and revenue during the period were also impacted due to COViD-19. The Group t,as taken lnto account the possible impact oi COVID-19 in preparation of the consolidated financial results. including its assessment of recoverability of the carrying value of property, plant and eqwpment and . investments based on Internal and external rnfcrmation opto the date of approval of these consolidated fina11tial results and cur rent indicators of future economic conditions Further, management has assessed its liqu.ditv posl:1on as on September 30. 2021 and does 1101 anticipate any cha1!e11g~ in the Group', ab,lity to continue as a going concern. The ,mpact of the pandemic may be diffe rent from that as esllmated as at the date of approval o! the1e results and the management continues to closeiy monitor any material changes to future economic conditions.
    1. The Board of Dtrerlors of the Company at Its meeting held on May 20, 2021, has aµproved the ,cherne of arrangement for cap:taf redvwon and reorgar1isa\ion pu rsoant to tne prDvis1ons of Section 230 and other ·applicable prov1s1ons of the Compan,es Act 2013. ·rh~ scheme will be given e!lect to on receipt of requisite approvals
  • lO The Gode on Social Security, 2020 ('Cade'l relating to empioyee bl:'nefits during employment and po$t-emplayn>ent ben~hts received President,al i'JS;ent ,n September, 2020. The Code has bee11 published on the G.izette of India However, the dare on which 1he Code will come •PID effect has net been notified and the final rules have not yet been issued The Company wH! a;sess lhe 1mpaci of the Code when it comes 1nlc etfect and will record any related impact ,n the period the Code becomes effective.
  • 11 Previous period figures have been rfgrouped / rearranged wherever necessary. to conform to current period presentation. ~-

Place : Kolkat, Dated : November 12, 2021

f::. v Jhawar Managing Director