1. The Company had received approval to get Capital Subsidies for additional investments in manufacturing plant at Plot No.C-142,143,144,144/1,144/2, Site No.1, BullandShahar Road, Ghaziabad, Uttar Pradesh, 201009 under Modified Special Incentive Package Scheme (MSIPS) notified vide M-SIPS Policy Gazette Notification No. 175 dated 27th July, 2012 and revised Notification dated 3rd August, 2015 as modified from time to time by the Ministry of Electronics and Information Technology, Department of Information Technology, vide Approval Letter No. 27(215)/2015-IPHW dt.22nd November, 2017. Also, the Company is in process of availing capital subsidy under Industrial Development Scheme 2017 of Department for Promotion of Industries & Internal Trade, Himachal Pradesh. Under the said schemes, the Company has submitted its claims before the respective authorities for sanctioning the claim. The effect of other claims has not been adjusted to the cost of respective assets, in the absence of reasonable assurance that the claim will be received in full, as submitted.
2. During the previous year, the Company had received first claim of? 11.32 Million vide Approval Letter No. 27(29)/2013-IPHWA dated 3rd July, 2014 and Application Sanction No W-37/6/2022-IPHW dated 17th March, 2022 which had been adjusted with the carrying value of respective Property Plant and Equipment.
3. Depreciation & Impairment includes impairment on certain property plant and equipments amounting to ? 10.44 Million (PY ? Nil)
4. Refer Note 21 and 23 for details of assets pledged.
13.2 There are no disputed balances of Trade Receivables as at 31st March, 2023 and 31st March, 2022.
13.3 In determining the allowance for trade receivables the Company has used practical expedients based on financial condition of the customers, ageing of the customer receivables & over-dues, availability of collaterals and historical experience of collections from customers. The concentration of risk with respect to trade receivables is reasonably low as most of the customers are large corporate organisations though there may be normal delays in collections.
(iii) Terms/right attached to Equity Shares
The Company has one class of shares having a face value of ? 5/- per equity share (Previous Year ended 31st March, 2022 is ? 5/- per equity share). All equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. Shareholders are entitled to one vote per equity share held in the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
(iv) Shares Split & Bonus Issue
Pursuant to a resolution passed by our Board on 6th September, 2021 and a resolution of shareholders dated, 30th September, 2021, each equity share of face value of ? 10 each has been split into two equity shares of face value of ? 5 each. Accordingly, the issued, subscribed and paid up capital of the Company was subdivided from 70,95,700 equity shares of face value of ? 10 each to 1,41,91,400 equity shares of face value of ? 5 each. The Board of Directors pursuant to a resolution dated 6th September, 2021 and the shareholders special resolution dated 30th September, 2021 have approved the issuance of two bonus equity shares of face value ? 5 each for every one existing fully paid up equity share of face value ? 5 each and accordingly 2,83,82,800 bonus equity shares were issued and allotted in accordance with the Section 63 of the Companies Act, 2013.
a. Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.
b. General reserve is the free reserve created out of the retained earnings of the Company. The reserve is utilised in accordance with the provision of the Companies Act, 2013.
a) Term Loans is secured by way of first pari passu charge over entire movable Property Plant and Equipment of the Company and immovable Property Plant and Equipment of the Company by equitable mortgage of properties situated at Ghaziabad and Goa. These are further secured by second pari passu charge on entire current assets of the Company and personal guarantee of the four Directors of the Company.
a. Working Capital loan of Company is secured by exclusive first pari passu charge on entire stock of Raw material, Work-in-Progress, Finished Goods, Consumable Stores, Book Debts and other current assets of the Company, both present and future. These loans are further secured by second pari passu charge over the entire movable Property Plant and Equipment of the Company, other and immovable Property Plant and Equipment of the Company by equitable mortgage of properties situated at Ghaziabad and Goa and personal guarantee of the four Directors of the Company.
b. Unsecured loan of Vendor Bill discounting as Electronic Vendor Financing Scheme was Repayable on due dates as agreed with the Vendors.
c. Quarterly returns/statements of cureent assets filed by the Company with banks are generally in agreement with the books of accounts.
b) Defined Benefit Plan
The employees' gratuity fund scheme is managed by Kotak Mahindra Life Insurance Limited, Bajaj Allianz Life Insurance Co. Limited and Birla Sun Life Insurance Co. Limited which is a defined benefit plan. The present value of obligation 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 and the obligation for leave encashment is recognised in the same manner as gratuity.
|
39] COMMITMENTS AND CONTINGENCIES
(a) Contingent Liabilities not provided for in respect of :
|
|
Particulars
|
As at
31st March, 2023
|
As at
31st March, 2022
|
|
(i) Unexpired Letters of Credit
|
47.27
|
31.49
|
|
(ii) Guarantees given by banks on behalf of the Company
|
48.76
|
12.40
|
|
(iii) Claims against the Company towards Sales tax, Provident fund, GST and others in dispute not acknowledged as debt
|
12.71
|
13.49
|
Notes:
i) The Company's pending litigations comprise of claims against the Company and proceedings pending with Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its Standalone financial Information. The Company does not expect the outcome of these proceedings to have a material impact on its financial position.
ii) The Company periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, The Company has made adequate provisions for these long term contracts in the books of account as required under any applicable law/accounting standard.
iii) 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 and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.
iv) The Company does not have outstanding term derivative contracts as at the end of respective years.
v) There were no amounts which were required to be transferred to the investor Education and Protection fund by the Company at the end of respective years.
* As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors is not ascertainable and therefore, not included above.
The transactions for the year do not include reimbursement of IPO related expenses and its outstanding payable balances, incurred on behalf of related parties as selling shareholders in Offer for Sale. Refer note 51 of the financial statements for detailed note on IPO and expenses incurred by the Company and allocated to selling shareholders.
43] SEGMENT REPORTING
The Company publishes the Standalone financial statements of the Company along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.
45. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables and lease liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include cash and cash equivalents, trade and other receivables that derive directly from its operations.
The Company's business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The management has the overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.
Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and are categorised into Level 1 , Level 2 and Level 3 inputs. There are no transfers between level 1, level 2 and level 3 during the years presented.
Significant estimates:
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.
45.2 Management of Financial Risk Liquidity risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.
The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows as at the year closing date.
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI & FVTPL investments.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of change in market interest rates. The Company does not expose to the risk of changes in market interest rates as Company's long and short term debt obligations are of fixed interest rate.
Currency risk
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 its operating activities (when certain purchases and trade payables are denominated in a foreign currency).
The Company undertakes transactions denominated in foreign currencies and consequently, exposes to exchange rate fluctuations. The Company does not enter into trade financial instruments including derivate financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.
Trade Receivables
Customer credit risk is managed by each business unit subject to the Company established policy, procedures and control relating to customer credit risk management. To manage trade receivable, The Company periodically assesses the financial reliability of customers, taking into account the financial conditions, economic trends, analysis of historical bad debts and aging of such receivables.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 45. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Company's policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
None of the Company's financial assets are either impaired or past due, and there were no indications that defaults in payment obligations would occur.
Capital management
Capital includes issued equity capital and share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and Maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company is based on management's judgment of its strategic and day-to-day needs with a focus on total equity so as to maintain investor and creditors confidence.
Earning for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.
"Net Profit after tax" means reported amount of "Profit / (loss) for the period" and it does not include items of other comprehensive income.
Working Capital implies Current Assets less Current Liabilities.
Capital employed refers to sum of tangible net-worth, total debts and deferred tax liability as at close of year. Explanation for variances exceeding 25%
a) Current ratio is increased due to pending IPO proceeds in Monitoring Account & Bank Deposits.
b) Debt equity ratio is reduced due to repayment of borrowings as part of utilisation of IPO proceeds during the year.
d, i, j) Due to lower profitability, Return on equity, Net Profit and Return on capital employed ratio have declined.
h) Net Capital turnover ratio is declined due to lower sales and higher current assets
k) Return on Investment is decreased due to sale of Mutual Fund investments during the year resulting into lesser return compared to last year.
49. 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 has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the 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
iv) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the 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.
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 complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
vii) The Company is not declared wilful defaulter by and bank or financials institution or lender during the year.
viii) The Company has certain charges which are either pending for registration of modification or satisfaction with the ROC, as the instrument for modification or satisfaction of charge is pending to be executed between the Company and lenders. Pending such execution of instrument, the Company does not have any other charges or satisfaction as on 31st March, 2023 which is yet to be registered with ROC beyond the statutory period.
ix) Quarterly returns/statements of current assets filed by the Company with banks are generally in agreement with the books of account.
x) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
(xi) The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.
xii) The Company does not have any transactions with companies which are struck off.
51. INITIAL PUBLIC OFFERING (IPO)
The Company has completed Initial Public Offer (IPO) of 1,92,30,746 equity shares comprising a fresh issue of 70,85,020 equity shares and offer for sale by selling shareholders of 1,21,45,726 equity shares of face value of ? 5 each at premium of ? 242 per share aggregating to ?4,750.00 Million. Pursuant to the IPO, the equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 30th December, 2022.
As on 31st March, 2023, the Company had incurred ? 266.88 Million as IPO related expenses (incl. provision for certain invoices) and allocated such expenses between the Company ? 98.48 Million and selling shareholders ? 168.40 Million. Such amounts were allocated based on agreement with selling shareholders and in proportion to the total proceeds from the IPO. The Company's share of expenses of ? 84.37 Million (net of GST credit of ? 14.12 Million) has been adjusted to securities premium. Refer note 20 of the standalone financial statements.
Subsequent to the listing of shares of Company, the IPO related expenses of ? 177.64 Million were recovered from the selling shareholders as per the original estimated expenses mentioned in the prospectus filed with RoC. With the finalisation of revised issue expenses as mentioned above, sum of ? 9.24 Million is payable to selling shareholders at the end of the year and shown under current liabilities. Refer note 25 of the standalone financial statements.
52. SUBSEQUANT EVENT NOTE
On 30th May, 2023, the Board of Directors of the Company have proposed a dividend of ? 1 per share (20%) of face value of ? 5 each in respect of the year ended 31st March, 2023 subject to the approval of shareholders at the Annual General Meeting.
Figures for the previous years have been regrouped/rearranged wherever necessary to confirm current period classification / presentation.
|