1. Sabero Europe B.V. has been liquidated with effect from 25 May 2022.
2. During the year ended 31 March 2023, Andhra Pradesh Gas Power Corporation Limited (APGPCL) has closed its plant and laid off employees, pursuant to cancellation of allocation of natural gas. The Company had accordingly fair valued its investment in APGPCL at Nil.
3. The Ordinary shares of Tunisian Indian Fertilisers S.A., Tunisia (TIFERT) held by the Company have been pledged to secure the obligations of TIFERT to their lenders, except 8,04,848 shares.
4. The Company holds 100% of the quotas and is the only partner in the Limited Liability Partnership.
5. Represents loan amounting C1,609 Lakhs (2023: C1,609 Lakhs) to TIFERT which was compulsorily convertible to equity shares. Based on the terms of conversion, the said loan was due for conversion in June 2023 (originally extended by 2 years from June 2020). The Company is in discussion with TIFERT to further extend this time period for conversion. During the year ended 31 March 2023, the fair value of this loan has been considered as Nil.
The credit period on sales of goods varies with seasons and business segments/markets and generally ranges between 30 to 180 days.
Before accepting any new customer, the Company has a credit evaluation system to assess the potential customer's credit quality and to define credit limits for the customer. Credit limits attributed to customers are reviewed on an annual basis.
No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
In accordance with Ind AS 109, the Company uses the expected credit loss (“ECL”) model for measurement and recognition of impairment loss on its trade receivables. For this purpose, the Company uses a provision matrix to compute the expected credit loss amount for trade receivables. The provision matrix takes into account external and internal credit risk factors and historical data of credit losses from various customers adjusted for forward looking estimates. Accordingly, the Company creates provision for past due receivables beyond 180 days ranging between 25%-100% after reckoning the underlying collaterals. Besides, based on the expected credit loss model the Company also provides upto 0.5% for receivables less than 180 days.
The concentration of risk with respect to trade receivables is reasonably low, as its customers are located in several jurisdictions representing large number of minor receivables operating in independent markets. No single customer constitutes more than 5% balance of the total trade receivables as of the Balance Sheet date.
4. Relationship with Struck off companies
There are no transactions with struck off companies under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
Unclaimed dividend accounts
If the dividend has not been claimed within 30 days from the date of its declaration, the Company is required to transfer the total amount of the dividend which remains unpaid or unclaimed, to a special account to be opened by the Company in a scheduled bank to be called ‘Unpaid Dividend Account'. The unclaimed dividend lying in such account is required to be transferred to the Investor Education and Protection Fund (‘IEPF'), administered by the Central Government, within 30 days, after a period of seven years from the date of transfer to unpaid dividend account.
The company has transferred an amount of C294 lakhs (31 March 2023 : C 269 lakhs) to IEPF during the current year.
Margin money / deposit
Amounts in margin money/deposit accounts represents amounts deposited with certain government agencies.
Others
Amounts include balance in Coromandel ESOP Trust account and unspent CSR account.
16.3 Rights, preferences and restriction relating to each class of share capital:
Equity shares: The Company has one class of equity shares having a face value of C1 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.
16.4 As at 31 March 2024, E.I.D.-Parry (India) Limited (Parent Company) held 16,54,55,580 (2023: 16,54,55,580) equity shares of C1 each fully paid-up representing 56.19% (2023: 56.27% ) of the paid up capital. There are no other shareholders holding more than 5% of the issued capital.
16.5 Share options granted under the Company's employee share option plan
As at 31 March 2024, balance number of shares reserved for issue under the ‘ESOP 2016' scheme is Nil (2023: 1,28,97,560) equity shares of C1 each and under the ‘ESOP 2023' scheme is 53,58,900 (2023: Nil) equity shares of C1 each. Share options granted under the Company's employee share option plan carry no rights to dividends and no voting rights. Further details of the employee share option plan are provided in Note 33.
Cumulative redeemable preference shares: The Company has a class of cumulative redeemable preference shares having face value of C10 each with such rights, privileges and conditions respectively attached thereto as may be from time to time confirmed by the regulations of the company. Pursuant to the Scheme of Amalgamation, the cumulative redeemable preference shares carry cumulative dividend of 8% per annum in relation to capital paid upon them and are on original terms and conditions in which they were issued by erstwhile Liberty Phosphate Limited, the amalgamating company.
No such cumulative redeemable preference shares are issued and outstanding as of 31 March 2024 (2023: Nil).
Retained earnings represents the Company's undistributed earnings after taxes.
In respect of the year ended 31 March 2024, the Board of Directors at their meeting held on 25 April 2024 have recommended a final dividend of C6 per equity share (600% on face value of C1 per share). The proposed final dividend is subject to approval by the shareholders at the Annual General Meeting. The total estimated amount to be paid with respect to final dividend is C17,667 Lakhs (which includes dividend of C14 Lakhs on treasury shares).
In respect of the year ended 31 March 2023, the Board at its meeting held on 02 February 2023 had approved payment of interim dividend of C6 per equity share (600% on face value of C1 per share). The total amount paid with respect to interim dividend is C17,640 Lakhs. The Board of Directors at their meeting held on 15 May 2023 have recommended a final dividend of C6 per equity share (600% on face value of C1 per share). The proposed final dividend was approved by the shareholders at the Annual General Meeting. The total amount paid with respect to final dividend is C17,662 Lakhs. The total dividend is C12 per share (1200% on face value of C1 per share) for the year ended 31 March 2023.
In respect of the year ended 31 March 2022, the Board of Directors at their meeting held on 28 April 2022 have recommended a final dividend of C6 per equity share (600% on face value of C1 per equity share). The proposed final dividend was approved by the shareholders at the Annual General Meeting. The total amount paid with respect to final dividend was C17,624 Lakhs.
18.1 Summary of borrowing arrangements
i) There are no outstanding long-term borrowings as at 31 March 2024 and as at 31st March 2023.
ii) Secured loans repayable on demand comprises cash credit balances secured by a pari-passu charge on current assets of the Company. Further, some of these are also secured by second charge on moveable fixed assets of the Company at an interest rates between 8.00% p.a to 8.65% p.a.
31. Segment information
31.1 Products and services from which reportable segments derive their revenues
The information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance is based on types of goods and services. Accordingly, the Company's reportable segments under Ind AS 108 are as follows:
For the purposes of monitoring segment performance and allocating resources between segments:
1. All assets are allocated to reportable segments other than inter-corporate deposits, investments, cash and cash equivalents and derivative contracts.
2. All liabilities are allocated to reportable segments other than borrowings, defined benefit obligation and long-term employee benefits, derivative contracts, current and deferred tax liabilities.
b) Non-current assets are located in India. Non-current assets for this purpose consist of property, plant and equipment, capital work-in-progress, right-of-use assets, other intangible assets and intangible assets under development.
31.6 The Company is currently awaiting clarity with respect to the guidelines and disclosures as per the new reasonable margin guidelines. Pending clarity, the Company has continued to disclose segment reporting as per requirements of the Act and accounting standards.
32. Financial instruments
32.1 Capital management
The Company's capital management objective is to maximise the total shareholder return by optimising cost of capital through flexible capital structure that supports growth. Further, the Company ensures optimal credit risk profile to maintain/enhance credit rating.
The Company determines the amount of capital required on the basis of annual operating plan and long-term strategic plans. The funding requirements are met through internal accruals and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
For the purpose of capital management, capital includes issued equity capital, securities premium and all other reserves. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents, Bank deposits and inter-corporate deposits with financial institutions.
32.3 Financial risk management objectives
The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Company seeks to minimise the effects of these risks by using financial instruments such as foreign currency forward contracts, option contracts, interest and currency swaps to hedge risk exposures and appropriate risk management policies as
32.4 Market risk
The Company's financial instruments are exposed to market rate changes. The Company is exposed to the following significant market risks:
• Foreign currency risk
• Interest rate risk
• Other price risk
Market risk exposures are measured using sensitivity analysis. There has been no change to the Company's exposure to market risks or the manner in which these risks are being managed and measured.
32.4.1 Foreign currency risk management
The Company is exposed to foreign exchange risk on account of following:
1. Nutrient and other allied business has foreign exchange exposure for its imports of raw materials, intermediates and traded goods.
2. Crop Protection segment has foreign exchange exposure on both exports of finished goods and imports of raw materials, intermediates and traded goods.
3. Foreign currency borrowings in the form of buyers credit, packing credit etc. are availed for meeting its funding requirements.
The Company has a forex policy in place whose objective is to mitigate foreign exchange risk by deploying the appropriate hedging strategies through combination of various hedging instruments such as foreign currency forward contracts, options contracts and has a dedicated forex desk to monitor the currency movement and respond swiftly to market situations. The Company follows netting principle for managing the foreign exchange exposure for each operating segment.
There are no long-term borrowings outstanding as on 31 March 2024 and 31 March 2023.
Foreign currency forward contracts designated as hedging instruments in cash flow hedges of forecast sales in USD are measured at fair value through OCI. While the Company enters into other foreign exchange forward contracts to reduce the foreign exchange risk, these other contracts are not designated in hedge relationships and are measured at FVTPL.
The terms of the hedging instruments match the terms of the forecast transactions. As a result, no hedge ineffectiveness arise requiring recognition through profit or loss.
e. Foreign currency sensitivity analysis
The Company is mainly exposed to fluctuations in US Dollar. The following table details the Company's sensitivity to a C1 increase and decrease against the US Dollar. C1 is the sensitivity used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only net outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a C1 change in foreign currency rates. A positive number below indicates an increase in profit or equity where the Rupee strengthens by C1 against the US Dollar. For a C1 weakening against the US Dollar, there would be a comparable impact on the profit or equity.
32.4.2 Interest rate risk management
The Company issues commercial papers, draws working capital demand loans, avails cash credit, foreign currency borrowings including buyers credit, Packing Credit etc. for meeting its funding requirements.
Interest rates on these borrowings are exposed to change in respective benchmark rates. The Company manages the interest rate risk by maintaining appropriate mix/portfolio of the borrowings.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined for borrowings assuming the amount of borrowings outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis points increase or decrease in case of foreign currency borrowings and 50 basis points increase or decrease in case of rupee borrowings is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
If interest rate had been 10 basis points higher/ lower in case of foreign currency borrowings and 50 basis points higher/ lower in case of rupee borrowings and all other variables were held constant, the Company's profit for the year ended 31 March 2024 would decrease/increase by C* lakhs (31 March 2023: C2 lakhs).
* Less than C1 lakh
32.4.3 Other price risks
The Company is exposed to equity price risks arising from equity investments. Certain of the Company's equity investments are held for strategic rather than trading purposes. The Company also holds certain other equity investments for trading purposes.
a. Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 5% higher/lower other comprehensive income/equity for the year ended 31 March 2024 would increase/ decrease by C290 Lakhs (31 March 2023: C295 lakhs) as a result of the changes in fair value of equity investments measured at FVTOCI. The impact of change in equity price on profit or loss is not significant.
b. Commodity price risks
The Company's operating activities require the ongoing purchase of rock phosphates, phosphoric acid, sulphur and murate of potash. All being international commodities are subject to price fluctuations on account of the change in the demand supply pattern and exchange rate fluctuations. The Company is not affected by the price volatility of the raw materials as government on a time to time basis, revises the subsidy rates payable to the fertilizer industry based on the market trend.
32.5 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to the customer credit risk management. The Company uses financial information and past experience to evaluate credit quality of majority of its customers and individual credit limits are defined in accordance with this assessment. Outstanding receivables and the credit worthiness of its counterparties are periodically monitored and taken up on case to case basis. The Company evaluates the concentration of risk with respect to trade receivables as low (except Government subsidies which is entirely receivable from Government of India), as its customers are located in several jurisdictions representing large number of minor receivables operating in independent markets.
The credit risk on cash and bank balances, derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
For details of financial guarantee, refer note 32.7.
32.6 Liquidity risk management
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Note 32.8 sets out details of additional undrawn facilities that the Company has at its disposal to reduce liquidity risk.
32.7 Financial guarantee contracts
A) The Company has provided a sponsor guarantee for USD 41.1 million (proportionate to the shareholding of 15%) towards the borrowings of Tunisian Indian Fertilisers S.A. (TIFERT), a company based in Tunisia, manufacturing phosphoric acid. In March 2017, TIFERT has requested reschedulement of instalment due to the lenders and delayed the payment. The same was not agreed to by the Lenders and the acceleration notice was served on TIFERT by lenders on 28 March 2017. The loan instalment was immediately paid on 30 March 2017 by TIFERT. However, on 4 April 2017 the lenders followed up with call notice on shareholders towards guaranteed amount (Coromandel's share USD 35.25 million outstanding as on 31 March 2017). The Company along with other shareholders of TIFERT are in discussion with the Lenders to resolve the matter with regard to liquidity situation and operational improvements of TIFERT and also to find a solution for meeting the future debt obligations of TIFERT.
Considering the discussions held with Lenders and operational improvement achieved by TIFERT during the year, the Company reasonably considers that TIFERT would be in a position to meet the debt obligations and it is unlikely that such an event of payment under guarantee amount will arise. TIFERT has paid the subsequent half-yearly instalments that were due as per the payment schedule. The sponsor guarantee was valid upto 31 March 2018. The Company's obligation under this corporate guarantee if that amount is claimed by the counterparty to the guarantee is Nil. (31 March 2023: C3,936 Lakhs).
The Lenders have indicated a break fee of USD 4 million relating to call notice issued in April 2017 and TIFERT along with its shareholders is in discussion with the lenders to settle the issue. Coromandel's obligation under the corporate guarantee if that amount is claimed by the counterparty to the guarantee is subject to a maximum of USD 0.6 million (C500 Lakhs).
B) During the year, the Company has granted a guarantee to the lender of its associate, BMCC, for a maximum amount of USD 2.25 million (C1,900 Lakhs). The Company charges a fee at fair value to the associate for such guarantee and as at the balance sheet date, does not believe that there are any counterparty non-performance risks.
32.8 Financing facilities
The Company has access to financing facilities of which C2,40,085 Lakhs (as at 31 March 2023: C2,39,809 Lakhs) were unused at the end of the reporting period. The Company expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.
32.9 Fair value measurements
Some of the Company's financial assets and financial liabilities are measured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation techniques and inputs used):
1. In case of trade receivables, government subsidies receivables, cash and cash equivalents, loans, trade payables, borrowings and other financial assets and liabilities it is assessed that the fair values approximate their carrying amounts largely due to the short-term maturities of these instruments.
2. The fair values of the financial assets and financial liabilities included above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties
b) The above outstanding options have been granted in various tranches and have a weighted average remaining life of 4.82 years (2023: 1.83 years). The exercise price of the outstanding options ranges from C319.65 to 969.45 (2023: C319.65 to 969.45). The weighted average share price during the year is C1,066.88 (2023: C 939.01).
c) Number of options exercisable at the end of the year are 3,85,410 (2023: 6,34,700).
d) The fair values of the option were determined using a Black Scholes' model. Where relevant, the expected life used in the model has been adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions, and behavioural considerations. Expected volatility is based on the historical share price volatility over the past 5-6 years.
b) The above outstanding options have been granted in one tranche and have a weighted average remaining life of 7.32 years. The exercise price of the outstanding options is C 1,087.45. The weighted average share price during the year is C 1,066.88.
c) Number of options exercisable at the end of the year is Nil.
d) The Company has acquired 2,30,000 shares from the secondary market for an aggregate consideration of C 2,494 lakhs as at 31 March 2024.
e) The fair values of the option were determined using a Black Scholes' model. Where relevant, the expected life used in the model has been adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions, and behavioural considerations. Expected volatility is based on the historical share price volatility over the past 5-6 years.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Employee who has completed five years of service is entitled to specific benefit depending on the employee's length of service and salary at retirement or relieving age. The fund has the form of trust, and it is governed by the Board of Trustees which consists of employer and employee representatives. The Board of Trustees is responsible for the administration of plan assets.
The Board of Trustees reviews the level of funding and asset-liability matching strategy in the gratuity plan to keep the scheme adequately funded for settlement of obligations under the plan.
Category of plan assets: Gratuity for employees is covered under a scheme of Life Insurance Corporation of India (LIC) and ICICI Prudential Life Insurance Company Limited (ICICI) which is basically a year-on-year cash accumulation plan. As part of the scheme the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance company, as part of the policy rules, makes payment of all gratuity settlements during the year subject to sufficiency of funds under the policy.
ii) Contributions to PF Trust:
Provident Fund Trust is exempted under Section 17 of The Employees' Provident Funds and Miscellaneous Provisions Act, 1952. Conditions for the grant of exemption stipulate that the employer shall make good the deficiency, if any, in the interest rate declared by the Trust over the statutory limit.
The Company has obtained the actuarial valuation of interest rate obligation in respect of provident fund and having regards to the assets of the Fund and the return on the investments, the Company did not recognize any deficiency based on the actuary report obtained
As at 31 March 2024: 7,34,760 shares (31 March 2023: 4,13,700 shares) were excluded from the diluted weighted average number of equity shares calculation because their effect would have been anti-dilutive. The average market value of the Company's shares for the purpose of calculating the dilutive effect of stock options was based on quoted market prices, on an exchange where the volumes are higher, for the year during which the options were outstanding.
36. Contingent liabilities (to the extent not provided for)
Claims against the Company not acknowledged as debt:
In respect of matters under dispute:
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|
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As at
31 March 2024
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As at
31 March 2023
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|
|
Excise duty
|
182
|
322
|
Customs duty
|
820
|
820
|
Sales tax
|
1,119
|
1,119
|
Income tax
|
2,872
|
2,451
|
Service tax
|
133
|
265
|
Goods and Services Tax
|
837
|
680
|
Others
|
5,020
|
4,819
|
Contingent liabilities mainly pertain to disputed tax demands under appeal/pending before various appellate/assessing authorities against the Company and litigations with various parties. It is expected that there will be no outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same. The amounts disclosed above represent our best estimate and the uncertainties are dependent on the outcome of the legal processes initiated by the Company or the claimant as the case may be.
37. Commitment
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a) Capital commitments.
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|
|
|
As at
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As at
|
|
31 March 2024
|
31 March 2023
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Capital expenditure commitments
|
11,160 |
|
10,133
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b) Others - refer note 39(B).
38. Corporate social responsibility
As per Section 135 of the Companies Act, 2013 (‘Act), a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The focus areas of Company's CSR activities are Education and Health care & while also pursuing CSR activities for the benefit of community around its local areas of operations. The CSR activities of the Company are in line with the Schedule VII of the Act. A CSR committee has been formed by the Company as per the Act. The CSR Committee shall recommend the amount of expenditure to be incurred on the CSR activities to be undertaken by the Company as specified in Schedule VII of the Act, as amended from time to time.
a) Gross amount required to be spent by the company during the year is C4,240 Lakhs (31 March 2023 - C3,345 lakhs.)
The Company was unable to spend the allocated/budgeted amount on Ongoing Projects due to Operational reasons. The unspent CSR amount of C489 lakhs for the financial year 2023-24 (2022-23: C792 lakhs) will be transferred to unspent CSR account on or before 30 April 2024 in accordance with provisions of the Companies Act, 2013 read with rules made thereunder. Further, the Company was able to spend a portion of the opening unspent amount related to Ongoing Projects amounting to C296 lakhs in the current year (2022-23: C346 lakhs).
#During the year, the Company has issued letter of comfort to the lenders of DUMS which states that the Company shall ensure DUMS repays the debts under the above facility.
The amounts outstanding are unsecured and will be settled in cash. No expense has been recognised in the current or prior years for bad or doubtful debts in respect of the amounts owed by related parties. The transactions disclosed are inclusive of Goods and Services Taxes, wherever applicable.
(C) Transactions with key management personnel
a) Dividends paid to key management personnel during the year ended 31 March 2024 C34 Lakhs (2023: C74 Lakhs).
b) Compensation of key management personnel of the Company:
45. The Code on Social Security, 2020 (‘Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
46. In relation to an incident at one of its plants during the year, the National Green Tribunal has concluded hearings and the matter is reserved for orders. The Company is in the process of addressing matters with relevant authorities. Based on the information available to date, the Company does not believe that the aforesaid matter will have any material effect on its financial statements
47. Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not been declared a willful defaulter by any bank or financial institution or government or any government authority.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vi) The Company has the following Core Investment Companies in the group:
1. Cholamandalam Financial Holdings Limited
2. Ambadi Investments Limited.
b) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall, 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.
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