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

BSE: 520111ISIN: INE703B01027INDUSTRY: Steel - Tubes/Pipes

BSE   ` 3160.00   Open: 3179.95   Today's Range 3129.95
3179.95
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3923.95
Year End :2023-03 

Loans are non-derivative financial assets which generate a fixed interest income for the Company. The carrying value may be affected by changes in the credit risk of the counterparties.

Fair value disclosures for financial assets and liabilities (refer note-33.1)

Fair value hierarchy disclosures for investment (refer note-33.2)

For Financial instruments risk management objectives and policies (refer note-34)

* During the year, the Company acquired 53% equity shares in Ravi Technoforge Private Limited (hereinafter called "RTL") for a cash consideration of ' 9,788.16 Lakh. Pursuant to the agreement, the non-controlling shareholders of RTL are obligated to enter into a forward contract to sell 27.02% of their stake to the Company between April 1 2024 and May 31 2024. The option price formula for determining the sale price remains the same as specified in the agreement. Furthermore, the non-controlling shareholders have the discretion to sell the remaining 19.98% equity shares at any time until May 31 2027. The option price formula for this put option remains consistent with the terms outlined in the agreement.

Proposed dividends on equity shares are subject to approval at the ensuing Annual General Meeting and are not recognised as a liability as at March 31.

The Board had recommended a Dividend of ' 14.00 per Equity Share (i.e. @ 700%) on 4,67,28,000 Equity Shares of ' ' 2.00 each (prebonus) to the members, which translates into dividend of ' 9.33 per equity share, having face value of ' 2/- each (post-bonus), for the financial year ended on March 31,2022. Additional amount of ' 0.05 Lakh has been paid on account of rounding off differences.

The Board of Directors at its meeting held on May 10, 2023, proposed dividend of ' 12.00 (600%) per equity share of the face value of ' 2 each for the financial year 2022-23, subject to the approval of shareholders in ensuing Annual General Meeting.

The Company declares and pays dividend in Indian rupees in accordance with its dividend distribution policy. The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). Companies are now required to pay/distribute dividend after deducting applicable taxes. The remittance of dividend outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

a) Long Term Borrowings are secured by - i) a first pari passu charge on entire manufacturing movable fixed assets; ii) a first pari passu mortgage and charge on immovable properties situated at Indrad, Kadi and Anjar, Kutch all in the State of Gujarat; iii) a second pari passu charge on entire current assets in the form of inventories, book-debts and all other movable assets.

External (Foreign) Commercial Borrowing of ' 5,356.94 Lakhs (March 31,2022'8,890.75) carry interest @ 3M Libor plus 100 basis point. The loan is repayable in 16 quarterly instalments between July 29, 2020 till April 29, 2024.

Term Loan of ' 4,687.50 Lakhs (March 31, 2022'5,937.50) carry interest @ 3M MCLR plus 15 basis point. The loan is repayable in 24 equal quarterly instalments between March 31, 2021 till December 31, 2026.

b) Short term Borrowings are secured by - i) a first pari passu charge on entire current assets in the form of inventories, book-debts, all other movable assets; ii) a second pari passu charge on entire manufacturing movables fixed assets; iii) a second pari passu mortgage and charge on immovable properties situated at Indrad, Kadi and Anjar, Kutch all in the State of Gujarat; iv) a Negative Lien on the agricultural lands, pending conversion to the non-agriculture status; v) a Negative Lien on leasehold interest on the immovable properties situate at GIDC Estate Chhatral, Taluka Kalol, District Gandhinagar.

Short term Borrowings from banks carries interest in the range of 0 to 12 month MCLR plus 25 to 50 basis point.

c) The bank overdrafts are secured by a portion of the Company's fixed deposits which carry interest @ 6.05% p.a (March 31, 2022: 3.80% to 5.00%). The borrowings are payable on demand.

d) At March 31 2023, the Company has available fund based working capital limits from consortium banks and term loan aggregating to ' 14,900.00 Lakhs (March 31, 2022: ' 14,900.00 Lakhs) of undrawn committed borrowing facilities.

e) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

f) The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

g) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

h) Term loans were applied for the purpose for which the loans were obtained.

26 COMMITMENTS AND CONTINGENCIES

a) Leases

Operating lease commitments — Company as lessee

The Company has entered into lease contracts for office premises, land and other properties on lease, with lease terms between one to ninety years. Generally, the Company is restricted from assigning and subleasing the leased assets. There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below.

The Company also has certain leases of office premises, land and other properties with lease terms of 12 months or less with low value. The Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year.

(' in Lakhs)

Description

Leasehold

land

Office

Premises

Total

As at April 1, 2021

36.40

941.15

977.55

Additions during the year

-

-

-

Depreciation and Amortisation Expenses

3.08

138.75

141.83

As at March 31, 2022

33.32

802.40

835.72

Additions during the year

384.89

-

384.89

Depreciation and Amortisation Expenses

5.43

138.75

144.18

As at March 31, 2023 |

412.78

663.65

1,076.43

Set out below are the carrying amounts of lease liabilities and the movements during the period:

(' in Lakhs)

Description

2022-23

2021-22

As at April 1

918.38

1,008.98

Additions

56.22

-

Finance Costs incurred during the year

78.75

81.80

Payments of lease liabilities

(191.67)

(172.40)

As at March 31

861.68

918.38

Current

111.23

112.91

Non-current

750.45

805.47

The effective interest rate for lease liabilities is 8.45 % to 9.30%, with maturity between 2021-2112.

The following are the amounts recognised in profit or loss:

(' in Lakhs)

Description

Year Ended March 31, 2023

Year Ended March 31, 2022

Depreciation and Amortisation Expenses

144.18

141.83

Interest expense on lease liabilities

78.75

81.80

Expense relating to short-term leases

272.07

241.61

Total amount recognised in statement of profit or loss

495.00

465.24

The Company had total cash outflows for leases of ' 191.67 Lakhs (March 31,

2022'172.40 Lakhs).

b) Contingent Liabilities :-

(' in Lakhs)

Sr.

Particulars

As at

As at

No.

March 31, 2023

March 31, 2022

a)

ESI Liability (excluding interest leviable, if any)

485.61

463.32

b)

Disputed statutory claims/levies for which the Company/department has preferred appeal in respect of (excluding interest leviable, if any):

- Excise/Custom duty/Service Tax (note-i)

4,268.78

4,334.83

- Income Tax

52.35

-

c)

Differential amount of custom duty in respect of machinery purchased under EPCG scheme (note-ii)

101.52

466.70

d)

Differential amount of custom duty in respect of Advance license (note-ii)

295.86

239.86

Note-(i) Excise/Custom duty/Service Tax demand comprise various demands from the Excise/Custom/Service Tax Authorities for

payment of ' 4,268.78 Lakhs (March 31,2022'4,334.83 Lakhs). The Company has filed appeals against these demands. The Company is confident that the demands are likely to be deleted and accordingly no provision for liability has been recognized in the financial statements.

Note-(ii) The Company has imported capital goods under the EPCG scheme to utilize the benefit of zero or concessional custom duty rate. Also, the Company has imported raw materials under the advance licence scheme. These benefits are subject to future exports within stipulated time.

c) Capital Commitment

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for ' 7,425.17 Lakhs (March 31, 2022'4,174.26 Lakhs).

27 The Company has incurred premium expenses of ' 139.83 Lakhs (March 31,2022'139.83 Lakhs) on Key Man Insurance Policy and term plan policy of Chairman and Managing Director, Joint Managing Director and Whole-Time Director, which is included in insurance expenses.

28 During the year ended March 31, 2023 ' 1,084.63 Lakhs (March 31, 2022 ' 261.82 Lakhs) was recognised as an expense for inventories carried at net realisable value.

29 Segment Information

The Company has presented segment information in the consolidated financial statements which are presented in the same annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in these standalone financial statements.

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31 2023 and March 31 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each financial year through examining the financial position of the related party and the market in which the related party operates.

Pursuant to the recommendation by the Board in its meeting held on May 18, 2022, and approval granted by the Shareholders of the Company on June 22, 2022 by Postal Ballot through remote e-voting, the Company has issued 2,33,64,000 fully paid-up bonus equity shares having face value of ' 2/-each in the ratio of 1:2 i.e. one bonus equity share for two fully paid up equity shares. Consequent to the bonus issue, the total paid-up share capital has increased to ' 1,401.84 Lakh from ' 934.56 Lakh. Accordingly, as per Ind AS 33 - Earning per share, the calculation of basic and diluted earnings per share for previous period presented has been adjusted and restated.

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged item. The Company has designated certain foreign currency forward contracts, interest rate swaps and interest rate caps and collars as cash flow hedges in respect of foreign exchange and interest rate risks.

33.2Category-wise Classification of Financial Instruments:

The financial instruments are categorised in to three levels, based on the inputs used to arrive at fair value measurement as described bellow :

- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or

indirectly observable.

- Level 3 — Inputs based on unobservable market data.

Valuation Methodology

Financial instruments are initially recognised and subsequently re-measured at fair value as described below :

The fair value of investment in quoted Mutual Funds is measured at quoted price/ NAV.

The derivatives are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity.

Fair value of put option is valued based on the valuation report

34 Financial instruments risk management objectives and policies

The Company's principal financial liabilities, other than derivatives, comprise borrowings and trade & other payables. The main purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's principal financial assets include investments, loans given, trade and other receivables and cash & term deposits that derive directly from its operations.

The Company's activities expose it to market risk, credit risk and liquidity risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency exposures and interest rate swaps to hedge certain variable interest rate exposures. Derivatives are used exclusively for hedging purposes and not as trading / speculative instruments.

The Company's risk management is carried out by the corporate finance under policies approved by the Board of directors. The corporate finance identifies, evaluates and hedges financial risks in close co-operation with the Company's Business Heads. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

The corporate finance function reports quarterly to the Company's Audit committee, that monitors risks and policies framed to mitigate risk exposures.

(a) 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 commodity risk. Financial instruments affected by market risk include borrowings, deposits, Investments, trade and other receivables, trade and other payables and derivative financial instruments.

The potential economic impact, due to these assumptions and current situation, is based on the occurrence of adverse / inverse market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual results that are included in the Statement of Profit and Loss may differ materially from these estimates due to actual developments in the global financial markets.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowing. In certain cases the Company enters into interest rate swap contracts or interest rate future contracts to manage its exposure to changes in the underlying benchmark interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's profit and equity for the year ended March 31,2023 would (decrease)/increase by ' 27.33 Lakhs (March 31,2022: ' 33.58 Lakhs). This is mainly attributable to variable interest rates on long term borrowings.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the recognised underlying assets/liabilities and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

iii) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and bonds. The Company is exposed to price risk arising mainly from investments in mutual funds recognised at FVTPL. As at March 31 2023 the carrying value of such instruments recognised at FVTPL amounts to ' 13,512.37 Lakhs (March 31 2022'10,854.48 Lakhs). The details of such investments in mutual funds is given in note 4.

The management expects that the exposure to risk of changes in market rates of these mutual funds is minimal.

(b) Credit Risk

Credit risk is the risk that a 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, foreign exchange transactions and other financial instruments. Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

Credit risk arising from trade receivables is managed in accordance with the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits are defined in accordance with this assessment.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively.

Concentrations of Credit Risk form part of Credit Risk

During the year ended March 31, 2023, sales to a customer approximated ' 65,076.55 Lakhs (or 14.89 % of net revenue) and during the year ended March 31 2022, sales to such customer approximated ' 51,451.98 Lakhs (or 16.39 % of net revenue). Accounts receivable from such customer approximated ' 24,607.63 Lakhs (or 25.45 % of total receivables) at March 31, 2023 and ' 5,164.63 Lakhs (or 8.60 % of total receivables) at March 31, 2022. A loss of this customer could significantly affect the operating results or cash flows of the Company.

The Company generally extends a credit period of 0 to 180 days.

(c) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including, debt and overdraft / credit facilities from both domestic and international banks at an optimised cost. It also enjoys strong access to domestic capital markets across equity.

35 Capital Management

For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value 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 estimates the amount of capital required on the basis of annual business and long term operating plans which includes capital and other strategic investments. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

As at March 31, 2023, the Company meets its capital requirement through equity and borrowings from banks. The Company monitors its capital and debt on the basis of debt to equity ratio.

38 The code of Social Security, 2020 ('Code') relating to employee benefits during the employment and post-employment received Presidential assent in September 2020 and its effective date is yet to be notified. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the financial impact once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective.

39 The search operations were carried out by the Income Tax Department at the Offices & Plants of the Company during the period from November 23, 2021, to November 27, 2021. The company does not foresee any material impact on the current or future business operations on outcome thereof.

40 Events after the reporting period

The Company evaluates events and transactions that occur subsequent to the Balance Sheet date but prior to the approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of May 10, 2023, other than those disclosed and adjusted elsewhere in these financial statements, there were no further subsequent events to be reported or recognised.

42 Other statutory information

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

ii) No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.

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 does not have any transactions with companies which are struck off.

viii) The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

43 Figures of previous year's have been regrouped, wherever considered necessary to make them comparable to current year's figures.