india cements Auditors report

To

The Members of

The India Cements Limited

Report on the Audit of the Standalone Ind AS Financial Statements Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of The India Cements Limited ("the Company"), which comprise the Balance sheet as at 31st March 2023, the statement of Profit and Loss (Including Other Comprehensive Income), the Cash Flow Statements and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 31,2023, its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Ind AS 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 Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Emphasis of Matter

Without qualifying our report, we draw attention to

(a) Note No.41.4 of the Standalone Ind AS Financial Statements, regarding the order of attachment issued by the authorities through which certain assets of the company amounting to Rs.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 Ind AS financial statements.

(b) Note No.41.2(f) of the Standalone Ind AS 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 Rs.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 (Rs. 18.75 Crores) before getting stay which has been deposited by the company. Subsequently, in its final order passed on 25th July, 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 05th October, 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 25th July, 2018. Pending the outcome, no adjustments have been made in the Standalone Ind AS 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 Ind AS financial statements for the financial year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone Ind AS 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.

1. Revenue recognition:

Discounts, Incentives and Rebates etc.:

Reasons why the matter was determined to be a key audit matter	Auditors Response
l(i) Revenue is measured net of discounts, incentives and rebates on the Companys sales.	Our procedures included:
(ii) The Company has its presence across different marketing regions within the country and operates in competitive business environment. The company recognises discounts, incentives and rebates at the time of sale either on provisional basis or on contracted terms. The assessment of entitlement of discounts, incentives and rebates recognised on sales made during the year is material and considered to be complex and dependent on various performance obligations of customers and market conditions. There is a risk of revenue being affected as a result of variations in assessment of discounts, incentives and rebates recognised on sales.	• Assessing the appropriateness of the Companys revenue recognition accounting policies, including those relating to discounts, incentives and rebates as required under the applicable accounting standards.
Given the complexity involved in the assessment of provisions required for discounts, incentives and rebates the same is considered as key audit matter.	• Testing the effectiveness of the Companys controls over the determination of discounts, incentives and rebates based on commitments made either contracted or determined by the market forces.
	• Obtaining managements assessment of its obligations towards discounts, incentives and rebates including accruals under applicable schemes and compare the overall assessment of the obligations with the approved schemes on sample basis.
	• Examined on a sample basis, all the supporting documentation required for computing the companys obligation towards discounts, incentives and rebates recorded and disbursed during the year including credit notes issued after the year end date to determine whether these were recorded appropriately covering the stated obligations.
	• The managements assessment of discounts, incentives and rebates recorded for the current year have been compared on an overall basis with the past practices to assess the adequacy of provisions made during the current year read with the changing competitive market dynamics as explained by the management.
	• Our examination includes procedures to identify any unusual or irregular items.

2. Litigations and Contingencies:

Reasons why the matter was determined to be a key audit matter	Auditors Response
	Our audit procedures included the following:
The Company is engaged in large number of legal and tax related litigations which have been disclosed / provided for in the financial statements based on the facts and circumstances of each case considering its operations spread across various regions within India involving the company to deal with different regulatory frameworks.	• Gained an understanding of the process of identification of claims, litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed relevant control tests.
Taxation and other litigation exposures have been identified as a key audit matter due to the, timescales involved for resolution and the potential financial impact arising out of these on the financial statements given the inherent complexity and magnitude of potential exposures across the Company and the judgement necessary to estimate the amount of provision required or to determine required disclosures. Further significant management judgement is involved in assessing the exposure of each case and eventual obligation on the company and thus there is a risk that such cases may not be adequately provided for or disclosed.	• Obtained the summary of Companys legal and tax cases and critically assessed managements position through discussions with the Legal Counsel and operational management, on both the probability of success in significant cases, and the magnitude of any potential loss.
These estimates could change substantially over time as new facts emerge and each legal case progress and subsequent judicial guidance emerges or statutory amendments if any with retrospective effects are enacted having a bearing on the ongoing litigation.	• Obtained and reviewed external legal opinions (where considered necessary and made available) and other evidence to corroborate managements assessment of the risks in respect of pending litigations.
(Refer note 41.2 & 41.4 to the standalone Ind AS financial statements).	• Engaged with legal experts to evaluate the appropriateness of the legal positions taken by the management with respect to different tax issues.
	• Assessed whether management assessment of similar cases is consistent across the plants/divisions or that differences in positions are adequately justified.
	• Assessed the appropriateness of disclosures made in the financial statements to examine whether they reflect the facts and circumstances of the respective litigations and the requirements of relevant accounting standards.

3. Allowance for Receivables:

Reasons why the matter was determined to be a key audit matter	Auditors Response
Trade receivables of the company comprise mainly receivables from its customers towards sale of cement both in domestic and export markets and other cement related products and shipping and infrastructure development business. The operating environment in the cement industry and other businesses the company operates has the inherent risks of default on receivables from the companys customers. In particular, in the event of financial stress at the customers end the company is exposed to potential risk of financial loss when the customers fail to meet their payment obligations in accordance with the agreed credit terms.	We have performed the following procedures in relation to the recoverability of trade receivables:
The recoverable amount was estimated by management based on their specific recoverability assessment on individual debtor with reference to the ageing profile, historical payment pattern and the past record of default of the customer including assessment of ongoing litigations against the defaulting customers. In addition, the management would also make specific provision against individual balances with reference to the recoverability evaluation. For the purpose of determination of provision requirement, significant judgements and assumptions, including the credit risk assessment of customers, the timing and amount of realisation of these receivables, are required for the identification of impairment events and the determination of the provision to be made towards the receivables.	• Tested the aging of trade receivables at year end on a sample basis;
	• Obtained a list of outstanding receivables along with confirmation of balances on a sample basis as per the auditing standards and identified the relevant receivables due beyond the credit terms and discussed the current status with the management.
	• Assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of managements assessment with reference to the credit profile of the customers, historical payment pattern of customers, publicly available information if any and latest correspondence with customers and further assessed the adequacy of provisions made for any possible non recoveries; and
	• Tested subsequent settlement of trade receivables after the balance sheet date on a sample basis.

4. Deferred Tax Liabilities ("DTL") / Deferred Tax Assets ("DTA"):

Reasons why the matter was determined to be a key audit matter	Auditors Response
(a) As referred to note no. 41.16(D), The Company during the year, has realigned its carrying value of deferred tax liabilities as per the reduced rate of income tax under the provisions of Section 115BAA though the company has opted to file its return of income applying the reduced tax rate for the year ending 31st March 2022 itself.	Our audit procedures included the following:
(b) Further, the company recognised DTA on the current year losses in the form of unabsorbed depreciation and business losses as available upto March 31,	• Considered the Companys accounting policies with respect to recognition of tax credits in accordance with Ind AS 12 on "Income Taxes".
2023 and it is probable that the future taxable profits will be available against which such unabsorbed losses can be utilised (before the expiry period thereof for its utilisation).	• Evaluated the Companys tax positions by comparing it with prior years and past precedents; Obtained the projected profitability statements along with expected tax rate that would apply as to the recoverability of tax losses;
	• Evaluated the estimates of profitability made by the management on the basis of which it is considered probable that the Company will have sufficient taxable income against which the unused tax losses will be utilised and also within the expected timing of utilisation;
	• Assessed the disclosures in accordance with the requirements of Ind AS 12.

Other Information

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Companys Annual Report, but does not include the Financial Statements and our auditors report thereon. The above reports are expected to be made available to us after the date of the auditors report.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS 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 Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the above reports, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and those Charged with Governance for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS 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 Ind AS financial statements, management 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS 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 Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls 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 related to events or conditions that may cast significant doubt 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 disclosures are inadequate, to 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS 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 influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating 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 Ind AS financial statements of the financial year ended March 31,2023 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

The comparative financial information of the Company for the year ended March 31, 2023 prepared in accordance with Indian Accounting Standards, included in these Standalone Ind AS Financial Statements, have been audited by the predecessor Auditors. The report of the predecessor Auditors on the comparative financial information dated May 27, 2022 expressed an unmodified opinion.

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 subsection (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in 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.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and the 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 Ind AS 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 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.

g) 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 Ind AS financial statements - Refer Note 41.2 & 41.4 to standalone Ind AS 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 its knowledge and belief, during the year no funds (which are material

either individually or in the aggregate) other than those disclosed in the notes to accounts, 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 its knowledge and belief, during the year 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 identified in 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 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 41.16 (B) to the standalone financial statements

(a) The dividend proposed for the previous financial year, declared, and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The company has not declared any dividend for the current financial year.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

3. In our opinion and according to the information and explanations given to us, the remuneration provided by the Company to its directors during the current year as adjusted for the refund of remuneration paid, is in accordance with the provisions of section 197 read with Schedule V of the Act.

BRAHMAYYA & CO.,	S. VISWANATHAN LLP
Chartered Accountants	Chartered Accountants
48, Masilamani Road,	17, Bishop Wallers Avenue (West)
Balaji Nagar, Royapettah,	Mylapore,
Chennai - 600 014.	Chennai - 600 004.

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) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are 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 according to the information and explanations given to us, 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 financial statements are held in the name of the Company except immovable properties indicated in the below mentioned cases as at March 31,2023 for which title deeds comprising the lease deeds are not available with the Company.

(INR in Lakhs)

Description of property	Gross Carrying Value	Held in the name of	Whether promoter, director or their relative or employee	Period held by promoter, director or their relative or employee	Reason for not being held in the name of the company
Building-Apartment at Delhi	5.70	Som Datt Builders Pvt. Limited	No	N.A	Documents of title are yet to be executed in favour of the Company

Freehold land and leasehold lands includes 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 the lenders/security trustees as on the reporting date, immovable properties of land and buildings whose title deeds have been pledged as security for borrowings, are held in the name of the Company.

(d) The company has not revalued its Property, Plant and Equipment and intangible assets during the current year.

(e) In our opinion and according to the information and explanations and on the basis of our examination of 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, 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. No material discrepancies were noticed on physical verification.

(b) 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; according to the information and explanations given to us and on the basis of records examined by us, 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 in relation to the current assets arising on account of differing classification criteria which is stated to be not material as explained and having regard to the matters mentioned in Note 41.19(B)(2) to the standalone financial statements.

ii) 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:

(a) 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: i_n L_akh_s)

Particulars	Guarantees	Security	Loans	Advances in nature of Loans
Aggregate amount granted / provided during the year
- Subsidiaries	-	-	846.89	-
- Associates	-	-	620.57	-
- Others	-	-	10935.05	-
Balance Outstanding as at 31st March 2023 in respect of above cases
- Subsidiaries	-	-	14686.80	-
- Associates	-	-	3803.05	-
- Others	-	-	105423.02	-

(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) 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.

( in Lakhs)

Name of the Entity	Amount	Remarks
India Cements Infrastructures Limited	9577.40	Wholly Owned Subsidiary
ICL Financial Services Limited	5109.40	Wholly Owned Subsidiary
India Cements Capital Limited	549.18	Associate

(d) According to information and explanations given to us and based on the audit procedures performed, other than items mentioned clause (c) above there are no amounts of loans and advances in the nature of loans granted to the companies, which are overdue for more than 90 days as at the balance sheet date when read with the terms and conditions covering the loans and advances.

(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:

( In lakhs)

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)*	889.48	-	889.48
Total (A+B)	889.48		889.48
Percentage of loans / advances in nature of loans to the total loans	0.70%		0.70%

* Amounts given to Wholly Owned Subsidiaries ( 846.89 Lakhs).

iv) In our opinion and according to the information and explanations given to us, 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(iv) 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 has generally been regular in depositing with appropriate authorities undisputed statutory dues such as provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other applicable statutory dues except in case of goods and services tax where delays have occurred in depositing the statutory dues with appropriate authorities. According to information and explanations given to us, no undisputed statutory dues payable were in arrears as at March 31,2023, 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 Sales tax, Income tax, Service tax, Customs Duty, Excise duty, VAT and Cess, which have not been deposited as on 31st March 2023 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) In our opinion and according to the information and explanations given to us and on examination of records of the company,

(a) The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. However, with respect to loan amounting to 955.41 Lakhs availed from a wholly owned subsidiary, 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) The company has not been declared a wilful defaulter by any bank or financial institutions.

(c) The term loans were applied for the purposes for which the loans were obtained.

(d) The Funds raised on short term basis have not been used for long term investment.

(e) 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) The company has not raised any funds during the year on the pledge of securities held in its subsidiaries or associate companies.

x) (a) In our opinion and 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 (including debt instruments) during the year.

(b) In our opinion and 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.

xi) According to the information and explanations given to us and on examination of records of the company,

(a) No material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(b) 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) 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, paragraph 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. 41.13 to the Standalone Ind AS 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 with them.

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, the requirement to report on clause (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 obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) The Group has more than one CIC as part of the group. There are 3 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 8,008.15 Lakhs during the year and NIL in the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditor during the year, hence the clause 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 information accompanying the financial statements having regard to the cash losses incurred during the year, and basing on our knowledge of the plans of the Board of Directors and management contemplating to implement various measures to improve operational efficiencies including infusion of required funds and taking an overall view of all the measures read with these plans and initiatives of the management as discussed above, 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 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, will get discharged by the company as and when they fall due.

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, Para 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, Para 3(xx)(b) of Order is not applicable.

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 Ind AS Financial Statements of the Company as of and for the year ended March 31,2023, 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 that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls 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 to an audit of 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 and maintained and if such controls operated 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 financial control 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 changes in conditions, or that the degree 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 reporting were operating effectively as at 31 March 2023, 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.

For Brahmayya & Co., Chartered Accountants Firm Regn No: 000511S

N. SRI KRISHNA Partner

Membership No.026575 UDIN: 23026575BGRIDD5023

Place : Chennai Date : 24^th May, 2023

For S. VISWANATHAN LLP.,

Chartered Accountants

Firm Regn No: 004770S/S200025

CHELLA K. SRINIVASAN Partner

Membership No.023305 UDIN: 23023305BGWNHG1875

ANNEXURE - (i) to the Independent Auditors Report as mentioned in Paragraph 3 (vii) (b) of CARO, 2020

S. No. Nature of the Statue	Nature of the Dues	Amount (?)	Period to which the amount relates	Forum where dispute is pending
1 Central Excise Act,	Central Excise	55,993,394	Various Periods from 1995-96 to 2009-10	Supreme Court
1944	& Service Tax	184,920,752	Various Periods from 2000-01 to 2008-09	High Court
		1,265,029,948	Various Periods from 1995-96 to 2019-20	CESTAT
		178,024,846	Various Periods from 1999-2000 to 2021-22	Commissioner / Commissioner (Appeals)
Sub Total		1,683,968,940
2 Central Sales Tax Act,	Sales Tax &	25,977,554	2008-09 & 2013-14	Additional Commissioner
1956 and Sales Tax of	VAT			(Rev. Petition)
Various States		176,377,940	Various Periods from 1969-70 to 2016-17	High Court
		136,792	2005-06 & 2007-08	Deputy Commissioner (Appeals)
		755,468	Various Periods from 2007-08 to 2015-16	Joint Commissioner Appeals)
		8,675,186	Various Periods from 2013-14 to 2016-17	VAT Tribunal
		90,731,602	Various Periods from 2013-13 to 2017-18	Commissioner (Appeals)
Sub Total		302,654,542
3 Customs Duty, 1962	Customs Duty	642,841,243	2011-12 & 2012-13	CESTAT
Sub Total		642,841,243
4 Income Tax Act, 1961	Income Tax	81,064,938	1996-97	Supreme Court
		36,383,000	Various periods from 1982-83 to 1986-87	High Court
		531,000	1991-1992	Income Tax Apellate Tribunal
		53,288,063	2016-17	Commisioner of Income Tax
		93,725,504	2017-18	Demand from Income Tax Officer
Sub Total		264,992,505
Grand Total		2,894,457,230

For Brahmayya & Co., Chartered Accountants Firm Regn No: 000511S

N. SRI KRISHNA Partner

Membership No.026575 UDIN: 23026575BGRIDD5023

For S. VISWANATHAN LLP.,

Chartered Accountants

Firm Regn No: 004770S/S200025

CHELLA K. SRINIVASAN Partner

Membership No.023305 UDIN: 23023305BGWNHG1875

Place : Chennai

Date : 24^th May, 2023