To the Members of The India Cements Limited
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying Standalone Financial Statements of The India Cements Limited ("the Company"), which comprise the standalone balance sheet as at 31st March, 2025, the standalone statement of profit and loss (Including Other Comprehensive Income),thestandalonecashflowstatements and the standalone statement of changes in equity for the year then ended, and notes to the Standalone financial significantaccounting policies and other statements,including summaryof explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its loss including other comprehensive income, its cash flowsand changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of Standalone Financial Statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements 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 Standalone Financial Statements under the provisions of the Companies Act, 2013 and the Rules responsibilities in accordance with these requirements and the Code of Ethics.thereunder,andwehave We believethattheauditevidencewehaveobtainedissufficient and appropriate to provide a basis for our audit opinion on the
Standalone Financial Statements.
Emphasis of Matter
Without qualifying our report, we draw attention to
(a) Note No.37.4 of the Standalone Financial Statements, regarding the order of attachment issued by the authorities through which certain assets of the company amounting to 120.34 Crores have been attached vide provisional attachment Order dated 25th February 2015 which the company is disputing before legal forums. The company has been legally advised that it has strong grounds to defend its position, pending the outcome of the proceedings the impact if any is not ascertainable at this stage accordingly no adjustments have been made in the Standalone Financial Statements.
(b) Note No. 37(2)(e) of the Standalone Financial Statements relating to the order of the Competition Commission of India (CCI), alleging contravention of the provisions of Competition Act, 2002 and imposing a penalty of 187.48 Crores on the Company. On Companys appeal, National Company Law Appellate Tribunal (NCLAT), in the interim order directed the company to pay 10% of the Penalty amount ( 18.75 Crores) before getting stay which has been deposited by the company. Subsequently, in its finalorder passed on July 25, 2018, NCLAT has reportedly upheld the CCIs Order. The company appealed against the order before Supreme Court and the Supreme Court vide its Order dated October 05, 2018 admitted the Companys appeal and directed that the interim order passed by the NCLAT in the matter, shall continue setting aside the final orders passed by NCLAT on July 25, 2018. Pending the outcome, no adjustments have been made in the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Financial Statements for the financial year ended March 31, 2025. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.
Other Information
The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and auditors reports thereon. The Companys annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.
Responsibilities of Management and those Charged with Governance for the Financial Statements
The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financialposition, financial performance including other comprehensive income, cash flows and changes with the accounting principles generally accepted in India, including the IndianAccountingStandards(IndAS)specifiedunder Section 133 of the Act read with relevant rules issued thereunder. 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 the estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial accuracy and completeness of controls,thatwereoperatingeffectively the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, Management and Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management 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 Companys financial reporting process.
Auditors Responsibilities for the audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors 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 these
Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is 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 system 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 management.
Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists relatedtoeventsorconditionsthatmaycastsignificantdoubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors 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 Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be qualitative factors in (i) planning the scope of our audit work and in evaluating influenced. the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Standalone Financial Statements. b) In our opinion, proper books of account as required by law for preparation of the aforesaid Standalone Financial Statements have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended. c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including other comprehensive income, the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Companies (Indian Accounting Standard) Rules, 2015, as amended. e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act. f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph h(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014, as amended.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements Refer Note 37.2 & 37.4 to Standalone Financial Statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company. iv. (a) The Management has represented that, to the best of their knowledge and belief, as disclosed in Note No
37.15(B)(8), no funds (which are material either individually or in the aggregate), have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of their knowledge and belief, as disclosed in Note
No37.15(B)(8), no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the ultimate beneficiaries; (c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v. As stated in Note 37.12 (B) to the standalonefinancialstatements, the company has not declared any dividend for the current and previous financial year. vi. According to the information and explanation given to us and based on our examination which included test checks, the
Company has used accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility. However, audit trail feature is not enabled at the database level to log any direct data changes. For the accounting software for which the audit trail feature is enabled, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instance of audit trail feature being tampered with during the course of our audit. The audit trail has been preserved by the Company as required under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended for record retention.
3. With respect to the matter to be included in the auditors report under Section 197(16) of the Act
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year, after adjustment of the excess remuneration against the terminal benefits payable upon their resignation as directors, is in accordance with the provisions of Section 197 read with Schedule V to the Companies Act, 2013. Further, the Ministry of Corporate Affairs has not prescribed any other details under Section 197(16) which are required to be commented upon by us.
For Brahmayya & Co., For S. VISWANATHAN LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. SRI KRISHNA CHELLA K. RAGHAVENDRAN
Partner Partner
Membership No.026575 Membership No. 208562
UDIN: 25026575BMLHEO7294
UDIN: 25208562BMLWEN6818
Place : Chennai Date : 26th April 2025
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date
(i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and right of use assets B. The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of examination of the records of the Company, the company has a regular programme of physical verification of its property, plant and equipment (excluding parts of freehold and leasehold lands) verified in a phased manner over a period of three years. Pursuant to the programme, certain fixed assets were physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements included under property, plant and equipment are held in the name of the Company as at the balance sheet date.
Freehold land and leasehold lands include lands acquired by the company through scheme of amalgamation, pending mutation in the name of the company.
Based on the examination of relevant documents and confirmations received from lenders/security trustees as of the reporting date, immovable properties comprising land and buildings, whose title deeds have been pledged as security for borrowings, are held in the name of the Company. (d) According to the information and explanations given to us and based on the examination of the records of the company, the company has revalued its Property, Plant and Equipment during the current year. The revaluation was carried out by a Registered Valuer as defined under Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017.
The revaluation has resulted in a change in the carrying amount of the following classes of Property, Plant and
Equipment by 10% or more of their respective net carrying values:
(Amount in Lakhs)
Class of Asset |
Amount of Change | % of Change |
Land | 3,46,487 | 89% |
Building | 80,387 | 225% |
Plant & Machinery | 1,11,488 | 61% |
Railway Sidings | 1,373 | 106% |
The company has not revalued its intangible assets during the current year.
(e) According to the information and explanations given to us and on the basis of examination of the records of the Company, no proceedings have been initiated against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) According to the information and explanations given to us and on the basis of examination of the records of the Company, the inventories were physically verified during the year by the management at reasonable intervals and, in our opinion, the coverage and procedure of such verification by the management is appropriate. Considering inventories comprising bulk materials whose verification is measured through volumetric approach, discrepancies of 10% or more were noted in the raw material and work in progress stocks. The discrepancies identified have been properly dealt with in the books of account, and necessary adjustments have been made in the financial statements
(b) According to the information and explanations given to us and on the basis of examination of the records of the
Company, the Company has been sanctioned working capital limits in excess of 5 crore, in aggregate, from consortium of banks on the basis of security of current assets. The quarterly/monthly returns comprising inventories, trade receivables, creditors statements and other stipulated financial information filed by the Company with consortium of banks are having differences with the books of account as follows:
(In Lakhs)
Period |
Debtors & Inventory as per Stock Statement | Debtors & Inventory as per Books of Accounts | (Excess)/ Short as per stock statement |
Q1 | 1,40,825 | 1,40,851 | (26) |
Q2 | 1,12,726 | 1,17,612 | (4886) |
Q3 | 89,671 | 91,406 | (1735) |
Q4 | 1,20,295 | 1,20,276 | 19 |
(iii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has made investments and granted loans and advances in the nature of loans, to companies and other parties in respect of which the requisite information is provided below.
Based on the audit procedures carried on by us and as per the information and explanations given to us, the aggregate amount during the year and balance outstanding at the balance sheet date with respect to loans or advances in the nature of loans to subsidiaries, joint ventures, associates and other parties are given below:
( in lakhs)
Particulars |
Guarantees | Security |
Loans | Advances in nature of Loans |
Aggregate amount granted/ provided during the year |
||||
- Subsidiaries | - | - | 53.55 | - |
- Associates | - | - | 705.54 | - |
- Others | - | - | 43.98 | - |
Balance Outstanding as at 31st March 2025 |
||||
in respect of above cases |
||||
- Subsidiaries | - | - | 4942* | - |
- Associates | - | - | - | - |
- Others | - | - | 586.96 | - |
*Balance is net of Provision 3741.4 lakhs
(b) According to the information and explanations and based on the audit procedures performed by us, we are of the opinion that the terms and conditions under which the aforesaid investments were made and loans and advances granted are not prejudicial to the companys interest.
(c) According to the information and explanations given to us and on the basis of examination of the records of the
Company in respect of loans and advances in the nature of loans, the schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts are regular except in case of loans to subsidiaries and associates as detailed in the table below where no repayment schedule was stipulated and accordingly, we are unable to comment on the regularity of repayment of principal and payment of interest.
Name of the Entity |
Amount | Remarks |
India Cements Infrastructures Limited | 4,942.00* | Wholly Owned Subsidiary |
India Cements Capital Limited | 586.96 |
*Balance is net of Provision 3,741.4 lakhs
(d) According to the information and explanations given to us and based on the audit procedures performed, there are no amounts of loans or advances in the nature of loans that are overdue for more than ninety days as at the balance sheet date, when read with the terms and conditions governing such loans and advances.
However, in respect of the loans and advances in the nature of loans referred to in clause (c) above, we are unable to comment on whether such loans are overdue, as the terms and conditions relating to repayment have not been stipulated.
(e) According to the information and explanation given to us and on the basis of our examination of the records of the company, there were no loans or advances in the nature of loans fallen due during the year, which have been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties. (f) In our opinion and according to the information and explanations given to us, the Company has granted loans or advances in the nature of loans which are either repayable on demand or without specifying any terms or period of repayment as detailed below:
Particulars |
All Parties | Promoters | Related Parties |
Aggregate amount of loans/ advances in nature of loans | |||
- Repayable on demand (A) | - | - | - |
- Agreement does not specify any terms or period of repayment (B) | 803.07 | - | 759.09 |
Total (A+B) | 803.07 | - | 759.09 |
Percentage of loans/ advances in nature of loans to the total loans | 11.68% | - | 11.04% |
(iv) According to the information and explanations given to us and on the basis of examination of the records of the Company, the company has complied with the provisions of Section 185 and 186 of the Act to the extent applicable to the company, in respect to the loans given, investments made, guarantees given and security provided.
(v) In our opinion and according to the information and explanation given to us and the records of the Company examined by us during the course of the audit, a. The Company has not accepted any deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 and the rules framed thereunder and b. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal against the Company in this regard. Hence, reporting under paragraph 3(v) of the order doesnt arise.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us and on the basis of our examination of the books of account in respect of statutory dues:
(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees state insurance, income tax, sales tax, goods and service tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues with appropriate authorities except in the case of Professional Tax and Goods and Service Tax with delays ranging up to fifteen days. According to information and explanations given to us, no undisputed statutory dues payable were in arrears as at March 31, 2025, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Goods and Service Tax, Sales tax, Income tax, Service tax, Customs Duty, Excise duty, VAT and Cess, which have not been deposited as on 31st March 2025 on account of any dispute and the forum where disputes are pending is given in Annexure - I.
(viii) In our opinion and according to the information and explanations given to us, the company has not surrendered or disclosed any transaction as income during the year as tax assessments under the Income Tax Act, 1961.
(ix) (a) According to the information and explanations given to us and based on our examination of records of the company the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. With respect to loan availed amounting to 40,005.69 Lakhs from wholly owned subsidiaries, the terms and conditions for payment of principal and interest thereon have not been stipulated and accordingly we are unable to comment on the default in repayment of such loans. According to the information and explanations given to us such loan and interest thereon have not been demanded for repayment during the relevant financial year. (b) According to the information and explanations given to us and based on our examination of records of the company, the company has not been declared a wilful defaulter by any bank or financial institutions.
(c) In our opinion According to the information and explanations given to us and based on our examination of records of the company, the term loans were applied for the purposes for which the loans were obtained.
(d) According to the information and explanations given to us and based on the overall examination of the balance sheet and other records of the company, we report that no funds raised on short term basis have been used for long term purposes by the company.
(e) According to the information and explanations given to us and on overall examination of the standalone financial statements of the company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates.
(f) According to the information and explanations given to us and based on our examination of records of the company, the company has not raised any funds during the year on the pledge of securities held in its subsidiaries or associate companies.
(x) (a) According to the information and explanations given to us and on examination of records of the company, the company has not raised money by way of initial public offer or further public offer (including Accordingly clause 3(x)(a) of the Order is not applicable (b) According to the information and explanations given to us and on examination of records of the company, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) According to the information and explanations given to us and based on our examination of records of the company, considering the principles of materiality we report that no fraud by the Company or on the Company has been noticed or reported during the course of our audit.
(b) According to the information and explanations given to us and based on our examination of records of the company, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government. (c) According to the information and explanations given to us and based on our examination of records of the company, the company has not received any whistle-blower complaints during the year.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company.
Accordingly, clause 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company and having regard to the advisory received from the regulator, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable as disclosed in Note No. 37.9 to the Standalone Financial Statements. (xiv) According to the information and explanations given to us and based on the results of the audit procedure performed,
(a) The company has an internal audit system commensurate with the size and nature of its business. (b) We have considered the internal audit reports of the company issued for the period under audit.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected to its directors and hence the provisions of section 192 of the Act are not applicable to the company.
(xvi) According to the information and explanations given to us and based on our examination of the records of the Company, (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, clause 3(xvi)(a) of the Order is not applicable to the Company. (b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of IndiaAct, 1934.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations given to us The Group has more than one CIC as part of the group.
There are 6 CICs forming part of the group.
(xvii) According to the information and explanations given to us and based on our examination of the records of the Company, the company has incurred cash losses of 55,494.45 Lakhs during the year and 3,503.60 Lakhs in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditor during the year, hence clause 3(xviii) of the Order is not applicable. (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other statements, our knowledge of the plans of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We however state that this is not an assurance as to the future operational efficiencies of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date including dues which are overdue, will get discharged by the company as and when they fall due.
Also refer to the other information paragraph of our main audit report which explains that the other information comprising the information included in annual report is expected to be made available after date of this auditors report.
(xx) (a) In our opinion, according to the information and explanations given to us and based on our examination of the records of the Company, the company has no ongoing CSR projects. Accordingly, clause 3(xx)(a) of Order is not applicable.
(b) In our opinion, according to the information and explanations given to us and based on our examination of the records of the Company, the company has no amount remaining unspent under sub section (5) of section 135 of Companies
Act. Accordingly, clause 3(xx)(b) of Order is not applicable.
For Brahmayya & Co., For S. VISWANATHAN LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. SRI KRISHNA CHELLA K. RAGHAVENDRAN
Partner Partner
Membership No.026575 Membership No. 208562
UDIN: 25026575BMLHEO7294 UDIN: 25208562BMLWEN6818 Place : Chennai Date : 26th April 2025
Annexure - B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") In conjunction with our audit of the Standalone Financial Statements of the Company as of and for the year ended March 31,
2025, we have audited the internal financial controls over financial reporting of The India Cements Limited ("the Company") as of that date.
Managements Responsibility for Internal Financial Controls
The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls and efficientconduct of its business, including adherence to companys thatwereoperatingeffectively policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or error. to provide a basis for our audit opinion on the Webelievethattheauditevidencewehaveobtainedis Companys internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financialcontrol over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.
Inherent Limitations of Internal Financial Controls over financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion and to the best of our information and according to the explanation given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial 2025, based on the internal control over financial reporting criteria established reportingwereoperatingeffectively by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Brahmayya & Co., For S. VISWANATHAN LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. SRI KRISHNA CHELLA K. RAGHAVENDRAN
Partner Partner
Membership No.026575 Membership No. 208562
UDIN: 25026575BMLHEO7294 UDIN: 25208562BMLWEN6818 Place : Chennai Date : 26th April 2025
ANNEXURE - (i) to the Independent Auditors Report as mentioned in Paragraph 3 (vii) (b) of CARO, 2020
Sl.No. |
Nature of the Statue | Nature of Dues | Amount () | Period to which amount relates | Forum where dispute is pending |
1 | Central Excise | Central Excise & | 70,70,16,033 | Various Periods from 1995-96 to 2012-13 | Supreme Court |
Act ,1944 | Service Tax | 13,00,27,440 | Various Periods from 2000-01 to 2021-22 | High Court | |
1,08,77,32,227 | Various Periods from 1995-96 to 2019-20 | CESTAT | |||
9,38,05,714 | Various Periods from 1999-2000 to 2021-22 | Commissioner / Commissioner (Appeals) | |||
Sub Total | 2,01,85,81,414 | ||||
2 | Central Sales Tax Act, | Sales Tax & VAT | 46,93,537 | 2004-05 to 2012-13 | Sales Tax Appelate Tribunal |
1956 and Sales Tax of Various | 2,59,77,554 | 2008-09 & 2013-14 | Additional Commissioner (Rev. Petition) | ||
States | 17,13,24,012 | Various Periods from 2002-03 to 2016-17 | High Court | ||
1,36,792 | 2005-06 & 2007-08 | Deputy Commissioner (Appeals) | |||
86,75,186 | Various Periods from 2013-14 to 2016-17 | VAT Tribunal | |||
8,53,44,197 | Various Periods from 2012-13 to 2017-18 | Commissioner (Appeals) | |||
Sub Total | 29,61,51,278 | ||||
3 |
Customs Duty, 1962 | Customs Duty | 64,28,68,643 | 2011-12 & 2012-13 | CESTAT |
Sub Total | 64,28,68,643 | ||||
4 | Central Goods and | GST | 23,51,55,817 | 2020-21 | High Court |
Services Tax Act, State Goods and Services Tax Act | 6,57,62,351 | 2020-21 | Commissioner of GST & Customs(Appeals) | ||
69,93,63,209 | 2017-18 to 2022-23 | Commissioner (Appeals) | |||
8,69,44,661 | 2017-18 & 2020-2021 | Appellate Authority (Appeals) | |||
Sub Total | 1,08,72,26,038 | ||||
5 | Income Tax Act, 1961 | Income Tax | 8,55,72,247 | 2016-17 | Commisioner of Income Tax |
11,71,56,880 | 2017-18 | Demand from Income Tax Officer | |||
Sub Total | 20,27,29,127 | ||||
6 |
Other General Cases | Electricity, Stamp Duty, Mines & Minerals, Etc. | 4,21,55,34,136 | Various Periods | At different levels of appeals |
Grand Total | 8,46,30,90,636 |
For Brahmayya & Co., For S. VISWANATHAN LLP., Chartered Accountants Chartered Accountants Firm Regn No: 000511S Firm Regn No: 004770S/S200025 N. SRI KRISHNA CHELLA K. RAGHAVENDRAN
Partner Partner
Membership No.026575 Membership No. 208562
UDIN: 25026575BMLHEO7294
UDIN: 25208562BMLWEN6818
Place : Chennai
Date : 26th April 2025
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