l. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when there is a present legal or constructive obligation as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are determined based on management estimate of the amount required to settle the obligation at the balance sheet date. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a standalone asset only when the reimbursement is virtually certain.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist when a contract under which the unavoidable costs of meeting the obligations exceed the economic benefits expected to be received from it. Unavoidable cost is determined based on cost that are directly attributable to having and executing the contracts.
Contingent liabilities may arise from the ordinary course of business about claims against the Company, including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgments and the use of estimates regarding the outcome of future events. These are reviewed at each balance sheet date and are adjusted to reflect the current management estimate.
Contingent Assets are not recognised, however disclosed in Financial Statement when inflow of economic benefits is probable. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset but is recognised as an asset.
m. Segment reporting
Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the performance assessment and resource allocation to the segments.
The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.
Inter-segment revenue is accounted for based on transactions which are primarily determined based on market / fair value factors.
Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on a reasonable basis have been included under "unallocated revenue/expenses/assets/liabilities”.
n. Earnings per share
In determining the earnings per share, the Company considers the net profit/(loss) after tax and the post-tax effect of any extraordinary/exceptional item is shown separately. The number of shares considered in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares considered for computing diluted earnings per share comprises the weighted average number of shares used for deriving the basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares as may be applicable. The number of shares and potentially dilutive equity shares are adjusted for any stock splits and bonus shares issues.
o. Cash flow statement
Statement of Cash Flows is prepared to segregate the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using an indirect method, prescribed in the relevant IND AS adjusting the net profit / (Loss) for the effects of:
i. Changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;
ii. Non-cash items such as depreciation, provisions, deferred taxes, unrealized foreign currency gains and losses
iii. All other items for which the cash effects are investing or financing cash flows.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, cheques and drafts on hand, deposits held with Banks
Recent accounting pronouncements:
Ministry of Corporate Affairs ('MCA') notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31st March, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Holding Company and Subsidiary Companies incorporated in India.
Note:
(i) Pursuant to the scheme of Merger by absorption of Aurella Estates and Investments Private Limited (Transferor Company) with Melisma Finance and Trading Private Limited (Transferee Company) by order of the Regional Director, the Equity shares held by the transferor Company stand vested in the transferee Company. However, as on March 31,2024 the demat account was not transferred in the name of Melisma Finance and Trading Private Limited and therefore, the name of Aurella Estates and Investments Private Limited appeared in the promoter category. Now account name has been updated to Melisma Finance and Trading Pvt Ltd.
C. Terms/Rights attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10/- per share. Each holder of the equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note (b) Share Premium Account is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Note (c) Capital Redemption Reserve is created on account of redemption of preference shares. The preference shares were redeemed in the financial years 2003-04.
Note (d) General Reserve is created from time to time by way of transfer of profits from retained earnings. General reserve is created by a transfer from one component of equity to another.
Note (e) During F.Y. 2024-25, Company issued 2,34,10,000 Convertible Warrants (the "Warrants”) at an issue price of Rs. 92.25 per warrant to Promoter Group Mr Vivek Talwarkar, entitling the Warrant Holder to apply for and get allotted one Equity Share of the face value of Rs. 10/- each fully paid-up at a premium of Rs. 82.25 against each Warrant within a period of 18 months from the date of allotment of Warrants. Total Amount Equal to Rs. 5398.93 lakhs, equivalent to 25% of the consideration of total the Warrants issued, was received by the company before allotment of the Warrants and the balance consideration i.e. 75% is payable at the time when conversion option against the share warrant will be excersised.
Note (F) Retained earnings/ (losses) represents cumulative profit/ (loss) of the Company. The reserve can be utilised in accordance with the provision of the Companies Act, 2013.
Note (g) Gains / Losses arising on Remeasurements of Defined Benefit Plans are recognised in the Other Comprehensive Income as per IND AS-19 and shall not be reclassified to the Statement of Profit or Loss in the subsequent years.
32. Exceptional items
A) During the year, the Company had presented a revised offer to Life Insurance Corporation ("LIC”) for one time settlement of its entire dues, which was approved by LIC on October 15, 2024. The company has paid the agreed amount and subsequently received No Due Certificate from LIC.
New Vardhman Vitrified Pvt. Ltd. ("NVVPL”), previously a subsidiary of the Company, ceased to be subsidiary with effect from 10th December, 2020. However, due to pending NOC from LIC, the share transfer had not been effected and accordingly, the assets and liabilities of NVVPL were classified as "Assets Held for Sale” in the Statement of Asset and Liabilities. As the company has received the No Due Certificate from LIC dated 30.10.2024, the requirement of NOC from LIC is no longer applicable.
Necessary adjustments for the One Time Settlement with LIC has been made in the books of accounts on September 30, 2024 and recognised a gain of Rs. 855.39 Lakhs and disclosed the same as an exceptional item in the results. Additionally, the sale of NVVPL shares has been accounted for in the books as of September 30, 2024 and recognised a gain of Rs. 275.00 lakhs as per exceptional item in the results.
B) In accordance with the terms of restructuring agreement dated October 22, 2024, between The Company and AIIL in which the outstanding debt was reinstated to Rs. 2,87,581.07 lakhs as of Ocotber, 2024. Subsequently, The Company has recognized an exceptional loss of Rs. 47,314.91 Lakhs in its financial statements to reflect the adjustment in the loan amount.
35. Employee benefit plans
a) Defined Contribution Plans
Retirement benefits in the form of provident fund, superannuation fund and national pension scheme are defined contribution schemes. The Company's contribution to the provident fund, superannuation fund and national pension scheme is Rs. 191.25 Lakhs for the year ended 31st March 2025 (31st March 2024 Rs. 201.60 Lakhs) [Refer Note 28]
b) Defined benefit Plan
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days payable for each completed year of service or part thereof in excess of six months in terms of Gratuity scheme of Company or as per payment of the Gratuity Act, whichever is higher. Vesting occurs upon completion of five years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions are deposited to an insurer to provide gratuity benefits by taking a scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method. Plan assets also include investments and bank balances used to deposit premiums until due to the insurance company.
The actuarial valuation of plan assets and the present value of defined benefit obligation were carried out at March 31,2025 by the certified actuarial valuer. The present value of the defined benefit obligation, related current service cost and past service cost were measured.
36. Disclosure pursuant to Ind AS 108 “Operating Segment
The Company's operating segments are established on the basis of those components of the Company that are evaluated regularly by the Executive Committee (the ‘Chief Operating Decision Maker' as defined in Ind AS 108 - ‘Operating Segments'), in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of products and services, the differing risks and returns and the internal business reporting systems.
The Company has two principal operating and reporting segments; viz. Tiles and related products and Real Estate.
The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.
a. Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “Unallocable".
b. Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallocable"
i. It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings.
ii. The Additional Director General Foreign Trade (ADGFT) had levied penalty of Rs. 17,000 lakhs for irregular / non fulfilment of export obligation and the same has been confirmed by the Appellate Bench of DGFT, New Delhi. The company has been advised that the order is bad in law and accordingly has agitated the matter before the appropriate forum. No provision has been made in the Accounts for the same.
iii. Pursuant to scheme of amalgamation sanctioned by the Hon'ble Bombay High Court with Particle Board India Limited during 2011, a land parcel situated at Kanju Marg, held by Particle Board India Limited was transferred to the Company. Revenue department has raised a demand for unearned income in this regard. The company has filed a writ petition with the Hon'ble Bombay High Court in respect of same and the writ is pending for hearing. Stay was granted on 26th March,2018. However same was confirmed as interim relief by order dated 09th September, 2019. The Company had received an order from the Revenue Department quashing this demand in favour of the Company in the previous year.
iv. ) In 2018,JM Financial Asset Reconstruction Company Limited (“"JMFARC"") had restructured Company's debtvide a Restructuring
Agreement dated 27th March, 2018. Subsequently, the Company had committed default in ensuring the repayments of the restructuring facility. Hence, on 19th September, 2022 JMFARC revoked the restructuring of existing facilities (excluding the NCD and RPS facility) and the dues amounting to Rs.2,42,762.93 Lakhs was reinstated as recoverable, however in the books of accounts of the Company the loans were not reinstated as the Company was hopeful to get a revised resolution on the same. JMFARC had initiated proceedings with the Hon'ble National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT) for recovery of the outstanding balance. JMFARC had also filed the Corporate Insolvency Resolution Process (CIRP) against Corporate Guarantors. All the above petitions were at Pre-admission stage and were never admitted.
In April 2024, JMFARC notified the Company that pursuant to the Assignment Agreement dated 20 th April, 2024, JMFARC had assigned the financial assets of the Company together with all underlying rights, titles, interests, securities, guarantees etc. thereof in favour of Authum Investment & Infrastructure Limited (“Authum/AIIL").
I n September 2024, a memorandum of intent of settlement dated 24 September 2024 executed between AIIL and the Company was filed with the Hon'ble NCLT. The Hon'ble NCLT allowed the Company petition to be disposed of as having been withdrawn along with all the pending Interlocutory Application, if any.
To address immediate operational needs and to support day-to-day business functions and settle operational obligations, the Company has also secured a priority financing facility from AIIL of Rs. 7,500 lakhs which stands to continue as on reporting date. Further, the Company and AIIL entered into a restructuring agreement dated October 22, 2024. The restructuring was based on reinstatement of debt of Rs.2,87,581.07 Lakhs as of 20 October, 2024 and included the following terms:
a) revised repayment terms for sustainable debt of Rs.15,000.00 Lakhs which was paid off from the fresh issue
proceeds in the current quarter and conversion of part of unsustainable debt amounting to Rs.1,03,781.25 Lakhs into 11,25,00,000 equity shares of face value Rs. 10 each at a rate of Rs. 92.25 per equity share issued to AIIL.
b) infusion by the existing promoter of an amount of Rs.3,228.75 Lakhs through fresh issue of 35,00,000 equity shares of face value Rs.10 each at a rate of Rs. 92.25 per equity share and infusion of an amount of Rs.5,398.93 Lakhs (being 25% of warrant amount) through issue of 2,34,10,000 convertible warrants at a rate of Rs. 92.25 per warrant on preferential allotment basis.
c) raising an aggregate amount of Rs.37,696.12 Lakhs through fresh issue of equity shares to third party investors of face value Rs.10 each at a rate of Rs. 92.25 per equity share on preferential allotment basis.
d) to strengthen the Company's operational foundation and support future growth, the Company acquired selected identified real estate assets/ shares of company(ies) from Related Parties of the Company for an aggregate amount of not more than Rs. 30,000 lakhs to develop the same as real estate projects.
The above terms have been approved by the shareholders of the Company vide EGM held on 15th November, 2024. The issue of equity shares & convertible warrants on preferential allotment basis is in accordance with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Company has also obtained the approval from BSE and NSE for issue of equity shares and warrants on preferential allotment basis. Accordingly, the Company allotted 15,68,63,000 Equity Shares and 2,34,10,000 convertible warrants on January 27, 2025 & January 29, 2025.
v. During the Year, the Company had presented a revised offer to Life Insurance Corporation (“LIC") for one time settlement of its entire dues, which was approved by LIC on October 15, 2024. The company has paid the agreed amount and subsequently received No Due Certificate from LIC.
I n earlier year's, The Company had advanced to Nitco Realties Private Limited (“NRPL"), a wholly owned subsidiary of the company in the form of Equity Investment of Rs. 694.59 lakhs and Loans of Rs. 5,885.10 lakhs, which was further advanced by NRPL to its various subsidiary and other entities for acquiring land. Due to conditions of Real Estate market and financial crunch in company some of the proposed real estate project did not materialise. On 20th March, 2024, the Company has received Show Cause Notice (“SCN") from Securities and Exchange Board of India (“SEBI") alleging under provisioning of Rs. 1,452 Lakhs in FY 2018-19 to FY 2021-22. The Company has provided response to the SCN and has also filed an application with SEBI proposing for a settlement under the Securities and Exchange Board of India (“SEBI") (Settlement Proceedings) Regulations, 2018. NRPL has made a provision for expected credit loss of Rs. 747 lakhs. Company has also received final settlement order from SEBI on Feb 28th 2025.
Capital of the Company, for the purpose of capital management, include issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise shareholders value.
The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short-term borrowings. The Company monitors capital using gearing ratio, which is debt divided by total capital plus debt.
40. Financial instruments
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.
The following methods and assumptions have been used to estimate the fair values:
Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short term maturities of these instruments
Financial Instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rate and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
There is no fair valuation of financial instruments.
The carrying values of the financial instruments by categories were as follows:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.
The Company's principal financial liabilities comprise of loan from banks and financial institutions, finance lease obligations and trade payables. The main purpose of these financial liabilities is to raise finance for the Company's operations. The Company has various financial assets such as trade receivables, cash and short term deposits, which arise directly from its operations.
The main risks arising from Company's financial instruments are foreign currency risk, interest rate risk, credit risk and liquidity risk. The Board of Directors review and agree policies for managing each of these risks.
i. Foreign currency risk:
The Company does not have material revenue from overseas operations. However, the entity makes imports of Raw material and capital goods. Further the Company holds monetary assets in the form of investments in currency other than its functional currency i.e. Indian Rupee. Foreign currency risk, as defined in Ind AS 107, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.
While the company has direct exposure to foreign exchange rate changes on the price of non-Indian Rupee-denominated securities and borrowings. For that reason, the below sensitivity analysis may not necessarily indicate the total effect on the Company's net assets attributable to holders of equity shares of future movements in foreign exchange rates. The above risks may affect the Company's income and expenses, or the value of its financial instruments. The objective of the Company's management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant.
The Company is exposed to interest rate risk because the Company borrows funds at both fixed and floating interest rates. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through Statement of Profit and Loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to Interest Rate Risk
Interest rate risk of the Company arises from borrowings. The Company endeavour to adopt a policy of ensuring that maximum of its interest rate risk exposure is at fixed rate. The Company's interest-bearing financial instruments are reported as below:
Interest rate sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.
A 50 basis point increase or decrease is used for the purpose of sensitivity analysis.
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's profit/(loss) before tax for the year ended March 31, 2025 would decrease/increase by NIL (for the year ended March 31, 2024: decrease/ increase by NIL)
iii. Credit risk
The Company directly reduces the gross carrying amount of a financial asset when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The amounts of financial assets are net of an allowance for doubtful accounts, estimated by the Company and based, in part, on the age of specific receivable balance and the current and expected collection trends. As such, in addition to the age of its Financial Assets, the Company also considers the age of its orders in progress, as well as the existence of any deferred revenue or down payments on orders on the same project or with the same client. The Company has used practical expedient by computing expected credit loss allowance for trade receivable by taking into consideration historical credit loss experience and adjusted for forward looking information. The Company is still pursuing the recovery for the receivable for which allowance made for bad and doubtful debts.
In addition the Company is exposed to credit risk in relation to the maximum related party credit exposure at March 31, 2025 on account of carrying amount of loans /advances /deposit, trade and other receivables and guarantees is disclosed in note 34 on related party transactions. Based on the creditworthiness of the related parties, financial strength of related parties and its parents and past history of recoveries from them, the credit risk is mitigated. Credit risk relating to unrelating parties is minimised as the Company deals only with reputed parties.
Cash and cash equivalents are held with reputable and credit-worthy banks.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
Liquidity table:
The following tables detail the Company's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the cash flows of financial liabilities based on the earliest date on which the Company can be required to pay:
43. Balance confirmation
Balances of Trade Receivables, Trade Payables, loans and advances, deposits, Borrowings are subject to confirmation and reconciliation. Accounts receivables are net of advances.
44. Additional regulatory information required by Schedule III of Companies Act, 2013
I. Utilisation of Borrowed funds and share premium:
A) During the year 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.
During the year 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
B) The Company has granted any loans or advances in the nature of loans repayable to subsidiaries on demand during the year with three years term. However, the company has given loan to Nitco Realties Private Limited (“NRPL") without specifying any terms or period of repayment in earlier years. The total balance as at the year-end of such loans are as under
47. Lease
I. As a Lessee
(a) Lease liability at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate for lease as on 31st March, 2025.
(b) Right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet
(c) Practical expedients applied :
Company has used the practical expedients permitted by the standard:
* applying a single discount rate to a portfolio of leases with reasonably similar characteristics
* accounting for operating leases with a remaining lease term of less than 12 months or with minimal rent payments as short¬ term leases
* In case of Leases which are having no lock in period or lease are cancellable with short notice by either party or lessee are not treated as lease for the purpose of IND AS 116.
(d) The weighted average lessee's interest implicit in the lease has been applied to the lease liabilities was 6.75% pa with maturity between 2019-26.
(e) The table below describes the nature of the Company's leasing activities by type of right-of-use asset recognised on balance sheet:
48. No provision for Deferred Tax has been made in the books due to accumulated loss
49. The financial statements are approved for issue by the Audit Committee and the Board of Directors at their respective meetings conducted on 02nd May, 2025
50. The previous year figures are regrouped/ restated/ reclassified/ rearranged, wherever necessary, to make them comparable.
In terms of our report of even date annexed
For and on behalf of the Board
For M M Nissim & Co. LLP
Chartered Accountants FRN No. 107122W/W100672
N. Kashinath Vivek Talwar Poonam Talwar
Partner Chairman & Managing Director Director
Membership No.: 036490 (DIN: 00043180) (DIN: 00043300)
Place : Mumbai Dated : 02nd May, 2025
Sitanshu Satapathy Geeta Shah
Chief Financial Officer Company Secretary
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