i) The Company has issued bonus shares to the exisiting equity shareholders by issuing 86,46,480 equity shares of INR 10 each in the ratio of 270:1 i.e ( two hundred seventy bonus equity shares for every one share held) as on 1st february 2022.
ii) During the year ended 31 March 2022, 3,51,600 equity shares were allotted of INR 10/- each for INR 40,082 thousands at an issue price of INR 114 per share through preferential issue which ranks pari passu with the existing equity shares of the Company in all respects including dividend.
ii) During the year ended 31 March 2022, the Company has completed Initial Public Offer (IPO) including a fresh issue of INR 1,65,528 thousands comprising of 14,52,000 equity shares of INR 10 each at an issue price of INR 114 per share. The equity shares of the company were allotted as on 30th March 2022 and the same were listed on NSE EMERGE w.e.f 4th April 2022.
b. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share.The distribution will be in proportion to the number of equity shares held by the shareholders.
In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all the preferential amounts.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuring Annual General Meeting except in case of interim dividend
As per the Key Employment Agreement dated October 20, 2014, outstanding convertible debenture shall be converted into one equity share of the Company upon the earlier of 18th September,2022 or the date entire additional contribution has been invested. Prior to such agreement the debentures were convertible as equity shares at par within three years at the option of the Company.
During the year ended, the Company has redeemed the debentures fully prior to IPO.
7.1 Micro, Small and Medium Enterprises
The company has received intimation from of its suppliers regarding their Status as Micro, Small and Medium Enterprise. There is no certain overdue as at 31st March 2022 payables to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'). The disclosures pursuant to the said MSMED Act are as follows:-
(Aggregate fair value of Investment in shares as on 31-3-2023 INR 61,588/- thousands (as on 31-03-2022 INR 50,876/- thousands), Hence Investment in shares are valued at original cost in Balance sheet.
*Number of IOC shares has been increased due to issue of Bonus Shares by IOC during the year in ratio of 1:2, so the number of shares has been increased 39,000 from 26,000 shares.
Prior to listing of equity shares, the Company has issued bonus share out of the security premium, the issue is treated as if it had occurred prior to the beginning of the year 2021, accordingly the previous year EPS adjusted.
Notes:
1) Total Debt - Long term Debt Short term debt
2) Earning for debt service = Net profit before taxes Depreciation and other amortizations Interest Loss on sale of Property, Plant and equipment.
3) Debt Service = Interest & Lease Payments Principal Repayments (excluding overdraft)
4) Revenue only credit sales only
5) Capital Employed = Tangible net worth Total Debt Deferred Tax Liability
6) Average trade debtors/payable/working capital/inventory/shareholder's Equity =
(Opening Closing/2)
7) Return on investment has been Calculated on the investment sold during the year.
Reasons for variations more than 25% as compared to previous year
1. Current Ratio has fallen due to proceeds of OFS being parked in other liabilities account pending disbursement as at 31st March,2022.
2. Net Capital Turnover Ratio has fallen due to IPO proceeds lying parked in bank balances pending utilization
3. Return on capital employed - Due to IPO Allotment on 30-03-2022
4 Trade Payable turnover ratio is not applicable as trade payable mainly in the nature of expense payable being outstanding for less than 1 month.
31. Employee Benefits
Gratuity is payable to all eligible employees of the Company on resignation, retirement, death or permanent disablement, in terms of the provisions of the Payment of Gratuity Act. The liability for gratuity as at 31 March, 2023 is INR 10,172/-thousands (as at 31 March, 2022 INR 10,909/- thousands) and the charge for the year ended 31 March, 2023 is INR 1,140/-thousands (as at 31 March, 2022 INR 1,197/- thousands) shown under "Gratuity expenses" in the Profit and Loss Account.
The Company provides for gratuity using the Projected Unit Credit method with actuarial valuations being carried out at each balance sheet date, based on legislation as enacted up to the balance sheet date. Actuarial gains and losses are recognised in full in the statement of profit and loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested.
The following table sets out the status of the gratuity plan as required by Accounting Standard - 15 on employee benefits:
*Claims against the company not acknowledged as debt refer to TDS demands for the various assessment years.
**There is no capital and other commitment of the company as at 31st March, 2023 (31st March, 2022- NIL)
33. The Company has taken office premises on cancellable operating. The lease rentals recognised in the statement of Profit and Loss for the period April 01,2022 to March 31,2023 is INR 2,280 thousands (Previous Period, for the year ended March 31,2022 INR 2,280 thousands/-).
34. The Company has not any transactions with companies struck off under section 248 of the Companies Act, 2013 during the year.
35. Corporate Social Responsibility (CSR)
As per provisions of section 135 of Companies act 2013, the gross amount required to be spent by the company towards Corporate Social Responsibility (CSR) amounts to ^ 1,517 thousands/-. Accordingly the company has expended an amount totalling up to ^ 1,517 thousands/-. towards CSR Activities during the year on following projects:-
The amount has been donated to VEGA Schools registered under Section 12A of the Income Tax Act, 1961 for the purpose of education. Also the funds have been utilized for the project Vega Schools 76 Campus as per the terms & Conditions followed by the requirement of the law.
36. Since the company has not declared wilful defaulter by bank or financial Institution or other lender.
37. The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017.
38. There is no scheme of arrangements required to be approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013.
39. The Company has not traded or invested in crypto currency or virtual currency during the financial year.
40. The company does not have any undisclosed income which has been disclosed under the Income Tax Act, 1961.
41. Previous Years figures
Previous year figures have been regrouped / reclassified, where necessary to conform to this year's classification.
All figures are given in Financial Statement in thousands unless otherwise stated
42. The Company has not revalued property, plant and equipment during the year ended 31st March, 2023.
43. The Company does not have any Benami Property, where any proceeding has been initiated or pending against the group for
holding any Benami Property.
44. Title deeds of immovable properties
The Company does not have any immovable property. Accordingly this clause is not applicable, further the company has lease arrangement as lessee and such leases are duly executed in favour of the company.
45. The Company have not advanced or loaned or invested funds to any other person(s) oe 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.
46. 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 group 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.
47. For the year ended 31st March, 2022, the company has completed its initial public offer (IPO) and offer for Sale (OFS) of 27,72,000 shares of Face Value of INR10/- each at an issue price of INR 114/- (inclusive of security premium of Rs. 104/-) per share. The equity shares of the company were allotted as on 30th March, 2022 and the same were listed on NSE EMERGE w.e.f. 4th April, 2022. Details of Funds received from IPO and its utilization as on the Blance sheet date is as given below-
Net un-utilized balances of net proceeds from initial public offer (IPO) and offer for sale (OFS) as at 31-03-2023 were temporarily
invested in deposits with the scheduled banks.
48. Valuations Segment of the company has been transferred to its subsidiary company "Propedge Valuations Private Limited" during the year and that is why consequential decrease in turnover and profit during the year. Therefore figures of the current year are not comparable with the figures of the previous year in case of standalone financials of Profit and Loss Account.
49. Since the company does not have any charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
50. The Indian Parliament has approved the code of social security 2020 which would impact the contributions by the company towards provident fund and gratuity. The Ministry of labour and employment has released draft rules for the code of social security, 2020 on November 13, 2020 and has invited suggestions from the stakeholders which are under active consideration by the Ministry. The Company will access the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the code becomes effective and the related rules to determine the financial impact.
51. Events occurring after balance sheet date
The Company has evaluated all events or transactions that occurred after 31st March,2023 up to the date of signing of the Audit Report based on this evaluation, the company is not aware of any events or transactions that would require recognition or disclosure in the financial statements.
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