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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 517385ISIN: INE225D01027INDUSTRY: Consumer Electronics

BSE   ` 966.85   Open: 955.75   Today's Range 955.75
1020.15
+17.30 (+ 1.79 %) Prev Close: 949.55 52 Week Range 820.10
1020.15
Year End :2023-03 

i) The Company has acquired 920,000 ordinary shares of Symphony AU Pty Limited (representing 5% of balance share capital) at a consideration of AUD 800,000 (H4.258 crore) from its erstwhile shareholder thereby making Symphony AU Pty Limited, Australia a wholly owned subsidiary (100% shareholding) of the Company w.e.f. October 01,2022. Accordingly, Climate Technologies Pty Limited, Australia has become a wholly owned first level step down subsidiary and Bonaire USA LLC, USA becomes a wholly owned second level step-down subsidiary of the Company.

ii) The Company has pledged tax free bonds worth H Nil (Previous year H100.32 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H71.69 crores (Previous year H73.46 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 9 & 35).

iii) The Company has pledged 17,480,000 (Previous year 17,480,000) ordinary shares of Symphony AU Pty. Limited, Australia worth H97.47 crores (Previous year H97.47 crores) mentioned above in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 35).

iv) The Company has pledged units of mutual funds worth H21.14 crores (Previous year NCD of HDFC Ltd worth H20.99 crores) out of the above mentioned investments in favour of ICICI Bank as security in respect of working capital facility availed by the Company (Refer note no. 18).

v) The Company has pledged units of mutual funds worth H31.83 crores (Previous year H Nil) out of the above mentioned investments in favour of HDFC Bank as security in respect of working capital facility of H39 crores (Previous year H Nil) sanctioned by the bank.

i) The Company has pledged units of mutual funds worth H Nil (Previous year H10.78 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H71.69 crores (Previous year H73.46 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 4 & 35).

ii) The Company has pledged units of mutual funds worth H63.69 crores (Previous year H61.17 crores) out of the above mentioned investments in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 35).

The Company has only one class of shares referred to as equity shares having a par value of H2/-, rank pari passu in all respects including voting rights and entitlement to dividend.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholder.

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

This reserve represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or impairment losses on such instruments.

The Board of Directors have recommended a final dividend of HI/- (50%) per equity share of H2/- each amounting to H6.90 cr.(on post buy-back paid up share capital) for FY 22-23. The total dividend for FY 22-23 aggregates to H5/-(250%) per equity share of H2/- each amounting to H34.88 cr. which includes two interim dividends of H4/- (200%) per equity share paid during the year. The final dividend is subject to approval by shareholders at the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on February 08, 2023 and the shareholders by way of postal ballot on March 15, 2023 approved the buy back of the Company's fully paid shares of the face value of H2/- each from its shareholder/beneficial owners of equity shares of the Company including promoter of the Company as on the record date i.e. March 29, 2023, on a proportionate basis through the "tender offer" route at a price of H2,000/- per share up to 10,00,000 equity shares being 1.43% of the total paid up equity share capital for an aggregate amount not exceeding H200 crores (excluding buyback tax and other incidental expenses). The company dispatched the Letter of Offer for the Buyback to the eligible shareholders on April 25, 2023. The Company has opened the buy back offer on May 03, 2023 and it will be closed on May 17, 2023.

The portion of profits not distributed among the shareholders are termed as retained earnings. The Company may utilise the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

(i) H21.95 crores (previous year H40.41 crores) represents working capital loan availed in the form of Export Packing Credit and Post Shipment Credit-INR from ICICI Bank. The Company has pledged units of Mutual Funds of Kotak Nifty SDL worth H21.14 crores (Previous year HDFC Ltd NCD H20.99 crores) as security (Refer note no. 4).

The Company has not defaulted on any loans payable.

The Company has filed the quarterly stock details and other stipulated information with the bank which are in agreement with the books of accounts and there are no material discrepancies.

(33) Contingent Liabilities and Commitments (to the Extent not provided for)

(H in Crores)

(i)

Contingent Liabilities:

2022-23

2021-22

a)

Claims against the Company not acknowledged as debt.

0.05

0.07

b)

Demand on account of VAT / sales tax matters.

6.66

0.05

c)

Demand on account of Income Tax matters.

1.61

0.85

d)

Demand on account of central excise matters.

0.89

1.39

e)

Corporate Guarantee / Standby Letter of Credit given to banks for loan availed (Refer note no. 35)*.

202.25

208.15

211.46

210.51

In respect of the above matters the management is reasonably confident that no material liability will devolve on the company and hence not recognised in the books of account.

For all matters contingent liability includes the order passed by the concerned authority against the Company and pending in appeal either at appellate or other higher authority level. In GST matters, contingent liability shown above also includes liability as per notices/show cause notices received from GST department for matter related to interest on GST liability already discharged.

*This represents the amount of Corporate Guarantee / Standby Letter of Credit to the extent of outstanding balance of loans availed. The total Corporate Guarantee / Standby Letter of Credit given is H239.77 crores (Previous year H243.95 crores).

(H in Crores)

(ii)

Commitments :

2022-23

2021-22

a)

Estimated amount of Property, plant and equipment contracts remaining to be executed and not provided for.

0.68

0.27

b) Letter of Support issued to Guangdong Symphony Keruilai Air Coolers Co. Limited, China, wholly owned subsidiary, to provide financial support in order to allow it to meet its liabilities as they fall due and to carry on its business without significant curtailment of operations.

(34) Segment Reporting (a) Primary Segment :

As per recognition criteria mentioned in Ind AS - 108, Operating Segments, the Company has identified only one operating segment i.e. Air Cooling and Other Appliances Business. However substantial portion of Corporate Funds remained invested in various financial instruments. The Company has considered Corporate Funds as a separate segment so as to provide better understanding of performance of Air Cooling and Other Appliances Business.

Secondary Segment Capital Employed :

Property, plant & equipment used in the Company's business and liabilities contracted have not been identified with any of the reportable segments, as the Property, plant & equipment and services are used interchangeably between segments. The Company believes that it is not practical to provide secondary segment disclosures relating to Capital employed.

37.1 : Leasing Arrangement

Effective from April 01, 2019, the Company adopted 'Ind AS 116 - Leases' and applied the Standard to all lease contracts existing as on April 01,2019 using the modified retrospective method on the date of initial application i.e. April 01,2019.

The Company does not have any Non-cancellable lease.

37.4 : Lease Commitments for short-term leases

The Company has entered into Short term leases for clearing and forwarding agent premises at various location of India, tenure of which is less than a year. There are no obligations or commitments with reference to such short term leases as at reporting date as such leases are cancellable at the discretion of lessee i.e. the Company.

(38) Employee Benefits

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised H1.69 crores (Year ended March 31,2022 H 1.59 crores) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

The defined benefit plan of the Company includes entitlement of gratuity for each year of service until the retirement age.

The plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk: A fall in the discount rate which is linked to the Government Securities. Rate will increase the

present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Longevity risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future

salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.

Asset Liability The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines

Matching Risk: of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit

method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement

and measures each unit separately to build up the final obligation.

As per the policy followed by the Company, all the leaves are enjoyable in the year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

The Company intends to dispose off one of residential flat located at Ahmedabad. No impairment loss is recognised on reclassification of these assets held for sale as at March 31,2023 as the Company intends to make sale deed in the month of May, 2023 for H0.46 crores and has received H0.06 crores from prospective buyer till March 31,2023.

(43) Financial Instruments Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern, while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options.

The Company is not subject to any externally imposed capital requirements.

The management of the Company reviews the capital structure of the Company on regular basis.

Valuation technique and key inputs used to determine fair value:

A. Level 1 : Mutual funds, Bonds, NCD - Quoted prices in active market.

B. Level 2 : Bonds, NCD, Preference shares - The fair value is calculated using the discounted cash flow method. Risk free rate adjusted by applicable spread is used for discounting future cash flows.

(b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required):

I Financial assets measured at amortised cost

The carrying amount of Trade receivables, Loans, Mutual funds, Cash and cash equivalents and bank balances & Other current financial assets are considered to be the same as their fair value due to their short term nature. The carrying amount of Other non-current financial assets are considered to be close to the fair value.

II Financial liabilities measured at amortised cost

The carrying amount of Trade payables and Other financial liabilities are considered to be the same as their fair values due to their short term nature.

(45)Financial Risk Management Objectives And Policies Financial risk management objectives

The Company's management monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company's risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company's short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The most significant risks to which the Company is exposed are described below:

Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates risk, liquidity risk, credit risk and price risk which impact returns on investments. Market risk exposures are measured using sensitivity analysis.

Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency) and the Company's net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales and purchases and 24-month period for net investment hedges.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the translation into INR of its foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.

At March 31,2023 the Company hedged 27% (March 31,2022: 48%) of its expected foreign currency receivable. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts and by Export Packing Credit and Post Shipment Credit.

Foreign currency sensitivity

The following table details the Company's sensitivity to a 5% increase and decrease in the H against the relevant foreign currencies. 5% is the sensitivity rate 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 outstanding foreign currency denominated monetary items and adjusts their transaction at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the H strengthens 5% against the relevant currency. For a 5% weakening of the H against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

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.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments (Bond, NCD, preference share and mutual fund), trade receivables, loans and advances.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

"Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, the Company periodically assesses the financial reliability of customers, taking into account their financial position, past experience and other factors. The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

Price risk

The Company's exposure to price risk arises from investments in Bond, NCD, preference share and mutual fund held by the Company and classified in the balance sheet at fair value through OCI and at fair value through profit or loss. To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Interest rate risk

The Company's majority investments are primarily in fixed rate interest bearing investments. Except in case of Market Linked Debentures the Company is not significantly exposed to interest rate risk.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

(47) Other Statutory Information

(i) The Company did not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company did not have any transactions with companies struck off.

(iii) The Company did not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(v) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with any oral or written understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with any oral or written understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(viii) The Company has not 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.

(48) Amount below H50 thousand is mentioned as "0.00".

(49) The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As of May 05, 2023, there were no subsequent events and transactions to be recognised or reported that are not already disclosed.

(50) Approval of financial statements

The financial statements were approved for issue by the board of directors on May 05, 2023.