Jan 24, 2022 03:55 PM
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The Company was originally incorporated on 08 February 1999 as a private limited company under the Companies Act, 1956, with the name "Infra Cement India Private Limited" in Mumbai. Pursuant to the investment in the Company by the erstwhile shareholders in the year 1999 and the resolution dated 19 May 1999 passed by the Shareholders, name of the Company was changed to "Lafarge India Private Limited", and a fresh certificate of incorporation was issued upon the change of name by the RoC on 25 May 1999. The Company became a deemed public limited company with effect from 02 November 1999 and the certificate of incorporation of the Company was endorsed by the RoC to that effect, and this was noted in the resolution dated 03 December 1999 passed by the Board. Subsequently, pursuant to the resolution dated 16 April 2003 passed by the Shareholders, the status of the Company was changed from deemed public limited company to private limited company in terms of Section 43A(2A) of the Companies Act, 1956. Accordingly, the Company became a private limited company with effect from 16 April 2003 and the certificate of incorporation of our Company was endorsed by the RoC to that effect. Thereafter, pursuant to the resolution dated 26 February 2016 passed by the Shareholders, the Company was once again converted to a public limited company resulting in the change of name to "Lafarge India Limited" and a fresh certificate of incorporation was issued by the RoC on 12 March 2016. Pursuant to divestment by the erstwhile shareholders in the Company in the year 2016 and the resolution dated 08 March 2017 passed by the Shareholders, the name of our Company was changed to "Nuvoco Vistas Corporation Limited" and a fresh certificate of incorporation was issued by the RoC on 10 March 2017. The Company is primarily engaged in the business of manufacturing and sale of Cement and Ready Mix along with trading and manufacturing of Aggregates. The Company caters mainly to the domestic market. Hon`ble National Company Law Tribunal (NCLT), Mumbai Bench vide its order dated 6th April, 2017 has approved the scheme of amalgamation (Scheme) of Nirchem Cement Limited (Nirchem) with Nuvoco Vistas Corporation Ltd (formerly Lafarge India Ltd). The copy of order of NCLT has been filed with the Registrar of Companies, Mumbai and the Scheme has become effective from 19th April, 2017.The Company has issued and allotted 15,00,00,000 (Fifteen Crore) fully paid-up equity shares, having voting rights, of Rs. 10/- (Rupee Ten only) each to the Equity Shareholders of Nirchem and its nominees, whose name appear in the Register of Members as on 4th October, 2016. Accordingly the Company has become subsidiary of Nirma Limited. During the year 2016-17,the Company produced 9,574 KT of Cement as against 9,677 KT in the previous year. Sales volume remains flat at 9,656 KT during the year as against 9,613 KT during the previous year. During the year 2017-18,the Company produced 10,661 KT of Cement against 9,574 KT in the previous year. Sales volume increases to 10,795 KT in FY`18 as against 9,656 KT in FY`17, an increase of 11.80%. The Company had redeemed Rs 1,150 crore of Series A, Listed, Secured, Redeemable, Non-Convertible Debentures ("NCDs") on 14 September 2018 out of the total NCDs of Rs 4,000 crore. As on 31 March 2019, NCDs aggregating Rs 2,850 crore were outstanding. During the year, Rima Eastern Cement Limited was struck off under Section 248 of the Act from the records of Registrar of Companies pursuant to the application dated 04 December 2017 filed by the Company, thus it ceased to be a subsidiary of the Company w.e.f. 05 December 2018. As on 31 March 2019, the Company has one joint venture, namely Wardha Vaalley Coal Field Private Limited. The Board of Directors of the Company at its meeting held on 30 April 2019, had approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act between Nirma Limited ("Nirma") and the Company and their respective shareholders and creditors for demerger of Cement Undertaking of Nirma located at Village Nimbol, Taluka Jaitaran, Dist. Pali in the state of Rajasthan and its merger into the Company. The Hon`ble NCLT, Ahmedabad and Mumbai vide its Order dated November 25, 2019 and January 9, 2020, respectively; have passed the Order for Demerger. The Appointed Date of the Scheme is June 1, 2019 and the Effective Date of the Scheme is February 1, 2020. From the Appointed Date, the Company has recorded the assets and liabilities of the Cement Undertaking of Nirma transferred to and vested into the Company pursuant to the Scheme of Arrangement, at values appearing in the books of account of Nirma as on that date pursuant to the provisions of Sections 230 to 232 of the Act. The Company has entered into Share Purchase Agreement for acquiring 100% of the issued and paid up share capital of Nu Vista Limited (formerly known as Emami Cement Limited) on February 6, 2020. The said acquisition was subject to the approval of CCI and other requisite approvals, if any. The Company has received in-principle approval of CCI on 21 May 2020. Pursuant to the Orders of the Hon`ble NCLT, Ahmedabad and Mumbai dated 25 November 2019 and 09 January 2020, respectively, approving the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act between Nirma and the Company and their respective shareholders and creditors for demerger of Cement Undertaking of Nirma located at Village Nimbol, Taluka Jaitaran, Dist. Pali in the state of Rajasthan and its merger into the Company, the Company has on 07 February 2020, allotted 42,361,787 fully paid up equity shares having face value of Rs 10/- each of the Company to the Members of Nirma in the ratio of 29 equity shares having face value of Rs 10/- each for every 100 equity shares of Nirma having face value of Rs 5/- each. During the year 2019-20,the Company has issued and allotted 3,500 Redeemable, Listed, Secured and Rated NonConvertible Debentures having face value of Rs 1,000,000/- each aggregating Rs 350 crore on private placement basis with a tenor of 3 (three) years. The Company has redeemed Series B, Listed, Secured, Redeemable and Rated Non-Convertible Debentures ("NCDs") aggregating Rs 1,250 crore on 13 September 2019 out of the total outstanding NCDs of Rs 2,850 crore. These Non-Convertible Debentures of the Company are listed on the Debt segment of the National Stock Exchange of India Limited. Nirma has on 30 April 2019 and 07 January 2020, sold and transferred 14,00,00,000 equity shares (constituting 70% of equity stake) and 6,00,00,000 equity shares (constituting 30% of equity stake), respectively, held in the Company to Niyogi Enterprise Private Limited. As on 31 March 2020, the holding Company is Niyogi Enterprise Private Limited. The Company had acquired 100% of the issued and paid up share capital of NVL. Subsequent to the approval of CCI received on 02 July 2020, the acquisition was consummated. Pursuant to the acquisition, NVL has become a wholly owned subsidiary of the Company w.e.f. 14 July 2020. During the FY2021, the Company has issued and allotted 5,00,00,000 Compulsorily and Mandatorily Convertible Debentures ("CCDs") having a face value of Rs 100/- (Rupees Hundred only) per CCDs at par aggregating Rs 500 crore (Rupees Five Hundred crores only) to Kotak Special Situations Fund on a preferential basis. The Company produced 15,475 KT of Cement in FY 2020-21 as against 12,607 KT in the previous year. Clinker production increased to 8,888 KT as against 7,298 KT in the previous year. Cement Sales volumes increased from 12,242 KT to 15,913 KT, an increase of 30% over the previous year. The Company has allotted 54,545,455 and 18,181,819 fully paid up equity shares having face value of Rs 10/- each of the Company to Niyogi Enterprise Private Limited (the "Holding Company") on Rights basis on 08 June 2020 and 22 July 2020, respectively. The Company has fully redeemed Series C and Series D, Listed, Secured, Redeemable and Rated Non-Convertible Debentures ("NCDs") aggregating Rs 1,600 crore on 30 June 2020. Further, during the year 2020-21, the Company has made partial early redemption of the NCDs of Rs 800 crore and Rs 650 crore on 13 October 2020 and 13 March 2021 respectively. The principal outstanding amount as on 31 March 2021 for the said NCDs was Rs 248 crore and Rs 202 crore, respectively. Further the Company has on 16 April 2021, fully redeemed the outstanding balance of the said NCDs. As on 31 March 2021, NCDs aggregating Rs 2,700 crore were outstanding. As on 31 March 2021, the Company has one wholly owned subsidiary,namely NVL and one joint venture, namely Wardha Vaalley Coal Field Private Limited. The company has allotted 15,751,303 Equity Shares to Kolak Special Situations Fund on 24 July 2021, pursuant to conversion of compuhorily and mandatorily convertible debentures. The Company has completed Initial Public Offer (IPO) of 87,719,297 Equity Shares of the face value of Rs. 10/- each at an issue price of Rs. 570/- per Equity Share, comprising offer for sale of 61403508 equity shares by Promoter Selling Shareholders and fresh issue of 26315789 equity shares. The Equity Shares of the Company were listed on 23 August 2021 on BSE Limited and National Stock Exchange of India Limited.
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