2.16. Provisions, Contingent Liabilities and Contingent Assets:
(i) Provisions:
Provisions are recognised when the Company has present obligation (legal or constructive) as a result of past event, and it is probable that 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. The expenses related to a provision are presented in the Statement of Profit and Loss, net of any reimbursement/contribution towards provision made.
If the effect of the time value of money is material, estimates for the provisions are discounted
using a current pre-tax rate that reflects, when appropriate, 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. Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.
(ii) contingent liabilities:
contingent liability is Disclosed in the case:
• When there is a possible obligation and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or
• A present obligation that arises from the past events but is not recognised as expenses, because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
• The amount of the obligation cannot be measured with sufficient reliability.
(iii) contingent Assets:
Contingent assets are not recognised in the financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset, and is recognised.
2.17. Provision for Product Expiry claims:
Provisions for product expiry related costs are recognised when the product is sold to the customer. Initial recognition is based on historical experience. The initial estimate of product expiry claim-related costs is reviewed annually.
2.18. leases:
The Company has elected not to recognise right-to-use assets and lease liabilities for short-term lease, that have a lease term of 12 months or less, and leases of low-value assets. The Company recognises the lease payments associated with these leases as an operating expense as per the terms of the lease.
Company as a Lessee:
The Company's leased assets consist of leases for land, buildings and vehicles. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset;
(ii) the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
(iii) the Company has the right to direct the use of the asset.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, and an estimate of costs to dismantle or to restore the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate, it is the rate of interest at which the Company would have been able to borrow for a similar term and with a similar security the funds necessary to obtain a similar asset in a similar market. The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the
Company changes its assessment of whether it will exercise a purchase, extension or termination option.
Finance costs are charged to the income statement, so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting period.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss, if the carrying amount of the right-of-use asset has been reduced to zero.
2.19. Financial instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
i. Financial Assets:
a) classification:
The Company classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss); and
• Those to be measured at amortised cost. The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss, or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI.
b) initial Recognition and Measurement:
Financial assets are initially measured at its fair value. Transaction costs, that are directly attributable to the acquisition or issue of financial assets (other than financial assets at fair value through profit or loss), are added to or deducted from the fair value of the concerned financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to acquisition of financial assets at fair value through profit or loss, are recognised immediately in profit or loss. However, trade
receivables that do not contain a significant financing component is measured at transaction price.
c) Subsequent Measurement:
For subsequent measurement, the Company classifies financial asset in the following broad categories:
(i) Financial Assets at Amortised Cost (net of any write down for impairment, if any):
Financial assets are measured at amortised cost when asset is held within a business model, whose objective is to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured at amortised costs using Effective Interest Rate (EIR) method less impairment, if any. The losses arising from impairment are recognised in the Statement of Profit and Loss. Cash and bank balances, trade receivables, loans and other financial assets of the Company are covered under this category.
Under the EIR method, the future cash receipts are exactly discounted to the initial recognition value using EIR. The cumulative amortisation, using the EIR method of the difference between the initial recognition amount and maturity amount, is added to the initial recognition value (net of principal repayments, if any) of the financial asset over the relevant period of the financial asset to arrive at amortised cost at each reporting date. The corresponding effect of the amortisation under EIR method is recognised as interest income over the relevant period of the financial asset. The same is included under "other income" in the Statement of Profit and Loss. The amortised cost of the financial asset is also adjusted for loss allowance, if any.
(ii) Debt instruments and Derivatives at FvTPL:
Financial assets under this category are measured initially as well as at each reporting date at fair value. Changes in fair value are recognised in the Statement of Profit or Loss.
(iii) investments in Subsidiaries:
Investments in subsidiaries and associates are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is
assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries and associates, the difference between net disposal proceeds and the carrying amounts is recognised in the Statement of Profit and Loss. Upon first-time adoption of Ind AS, the Company has elected to measure its investments in subsidiaries and associates at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS, i.e., April 01, 2015.
(iv) Other Equity investments:
All other equity investments are measured at fair value, with fair value changes recognised in the Statement of Profit and Loss.
All equity investments in the scope of Ind AS 109 are measured at fair value. Equity instruments, which are held for trading, are classified as FVTPL. For all other equity instruments, the Company decides to classify the same either as at FVTOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition, and is irrevocable. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to profit or loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the profit or loss. Transaction cost of financial assets at FVTPL is expensed in profit or loss.
(v) Derecognition:
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset.
(vi) impairment of Financial Assets:
In accordance with Ind AS 109, the Company uses 'Expected Credit Loss' (ECL) model for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).
ECL is the difference between all contractual cash flows that are due to the Company, in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original effective interest rate.
For trade receivables, the Company applies 'simplified approach', which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date, these historical default rates are reviewed, and changes in the forward looking estimates are analysed.
For other assets, the Company uses 12-month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
ECL impairment loss allowance (or reversal), during the period, is recognised as income/ expenses in the Statement of Profit and Loss under the head 'Other expenses'.
ii. Financial Liabilities:
a) Classification:
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
b) initial Recognition and Measurement:
The Company recognises a financial liability in its Balance Sheet when it becomes party to the contractual provisions of the instrument. The Company classifies all financial liabilities as subsequently measured at amortised cost or FVTPL.
All financial liabilities are recognised initially at fair value, and in the case of loans, borrowings and payables, net of directly attributable transaction costs. Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.
c) Subsequent Measurement:
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement
recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.
Interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the Statement of Profit and Loss, when the liabilities are derecognised as well as through EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
d) Derecognition of Financial Liabilities:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
iii. Derivative Financial instruments:
The Company uses derivative financial instruments, such as forward currency contracts, to mitigate its foreign currency fluctuation risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into, and are subsequently remeasured at fair value at each reporting date. Gain or loss arising from changes in the fair value is recognised in the Statement of Profit and Loss.
Derivatives are carried as financial assets when the fair value is positive, and as financial liabilities when the fair value is negative.
The Company enters into derivative financial instruments, viz., foreign exchange forward contracts, interest rate swaps and cross currency swaps to manage its exposure to interest rate, foreign exchange rate risks and commodity prices. The Company does not hold derivative financial instruments for speculative purposes.
iV. Hedge Accounting:
The Company designates certain hedging instruments in respect of foreign currency risk, interest rate risk and commodity price risk as cash flow hedges. At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the Company's risk management objective and strategy for undertaking hedge, the hedging/economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows, and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
The effective portion of changes in the fair value of the designated portion of derivatives that qualify as cash flow hedges is recognised in Other Comprehensive Income and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the Statement of Profit and Loss.
Amounts previously recognised in Other Comprehensive Income and accumulated in other equity relating to (effective portion as described above) are reclassified to the Statement of Profit and Loss in the periods when the hedged item affects profit or loss. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and losses are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when it no longer
qualifies for hedge accounting. Any gain or loss recognised in Other Comprehensive Income and accumulated in other equity at that time remains in other equity, and is recognised when the forecast transaction is ultimately recognised in the Statement of Profit and Loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in other equity is recognised immediately in the Statement of Profit and Loss.
2.20. Fair Value:
The Company measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability; or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorised within the fair value hierarchy that categorises into three levels, based on the degree to which the inputs to the fair value measurements, are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
Level 1 — quoted (unadjusted) market prices 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 or indirectly
level 3 — inputs that are unobservable for the asset or liability
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
2.21. Research and Development Expenditure:
Expenditure on research activities is recognised in the Statement of Profit and Loss as incurred. Development expenditure is recognised in the Statement of Profit and Loss, unless the following criteria are satisfied:
(i) development costs can be measured reliably;
(ii) the product or process is technically and commercially feasible;
(iii) future economic benefits are probable; and
(iv) the Company intends to and has sufficient resources to complete development and to use the asset.
2.22. Offsetting Financial instruments:
Financial assets and liabilities are offset, and the net amount is reported in the Balance Sheet, where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events, and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
2.23. Earnings Per Share:
Basic earnings per share is computed by dividing the net profit or loss for the period attributable to equity shareholders by the weighted-average number of equity shares outstanding during the period. The weighted-average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted-average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
2.24. cash and cash Equivalents:
Cash and cash equivalents comprise of cash on hand and cash at banks including fixed deposit/ highly liquid investments with original maturity period of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash on hand, demand deposits with banks, short-term balances (with an original maturity of three months or less from the date of acquisition).
2.25. cash Flow Statements:
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flow from operating, investing and financing activities of the Company is segregated.
3. recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under the Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
4. KEY AccOUNTiNG JUDGEMENTS, ESTiMATES AND ASSUMPTiONS
The preparation of the Company's financial statements requires the Management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The Company evaluates these estimates and assumptions based on the most recently available information.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
a) income Taxes and Deferred Tax Assets:
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Deferred tax asset
is recognised for all the deductible temporary differences to the extent that it is probable that taxable profit will be available, against which the deductible temporary difference can be utilised. The Management assumes that taxable profit will be available while recognising the deferred tax assets.
b) Property, Plant and Equipment:
Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life as prescribed in the Schedule II of the Companies Act, 2013, and the expected residual value at the end of its life. The useful lives and residual values of the Company's assets are determined by the Management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technical or commercial obsolescence arising from changes or improvements in production or from a change in market demand of the product or service output of the asset.
c) intangible Assets:
Internal technical or user team assesses the remaining useful lives of Intangible assets. The Management believes that assigned useful lives are reasonable.
d) impairment of Financial Assets:
The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
e) Recognition and Measurement of Defined Benefit Obligations:
The obligation arising from the defined benefit plans is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined with reference to market yields at the end of the reporting period on the government bonds. The period to maturity
of the underlying bonds corresponds to the probable maturity of the post-employment benefits obligations.
f) Recognition and Measurement of Other Provisions:
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the Balance Sheet date. The actual outflow of resources at a future date may, therefore, vary from the figure included in other provisions.
g) contingencies:
Disclosure of contingent liabilities is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognised in the Standalone Financial Statements. However, contingent assets are assessed continually, and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.
The Management's judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claims/litigations against the Company, as it is not possible to predict the outcome of pending matters with accuracy.
h) Allowances for inventories:
The Management reviews the inventory age listing on a periodic basis. The purpose is to compare the carrying value of the aged inventory items with the respective net realisable value and also to identify obsolete and slow-moving items, so as to make adequate allowances for the same. The Management is satisfied that adequate allowance for obsolete and slow-moving inventories has been made in the Standalone Financial Statements.
i) Research and Development costs:
The Management monitors progress of internal research and development projects by using a project management system.
Significant judgement is required in distinguishing research from the development phase. Development costs are recognised as an asset when all the criteria are met, whereas research
costs are expensed as incurred. The Management also monitors whether the recognition requirements for development costs continue to be met. This is necessary due to inherent uncertainty in the economic success of any product development.
j) Leases:
Ind AS 116 "Leases" requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is re-assessed to ensure that the lease term reflects the current economic circumstances.
k) Sales Returns:
The Company accounts for sales returns accrual by recording an allowance for sales returns concurrent with the recognition of revenue at the time of a product sale. This allowance is based on the Company's estimate of expected sales returns. The Company deals in various products and operates in various markets. Accordingly, the estimate of sales returns is determined primarily by the Company's historical experience in the markets in which the Company operates. With respect to established products, the Company considers its historical experience of sales returns, levels of inventory in the distribution channel, estimated shelf life, product discontinuances, price changes of competitive products, and the introduction of competitive new products, to the extent each of these factors impact the Company's business and markets.
l) Expected Credit Loss:
The Company applies Expected Credit Losses (ECL) model for measurement and recognition of loss allowance on the following:
• Trade receivables;
• Financial assets measured at amortised cost (other than trade receivables); and
• Financial assets measured at fair value through other comprehensive income (FVTOCI).
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the trade receivables or any contractual right to receive cash or another financial asset that results from transactions that are within the scope of Ind AS 115. For this purpose, the Company follows 'simplified approach' for recognition of impairment loss allowance on the trade receivable balances. The application of simplified approach does not require the Company to track changes in credit risk.
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables, and is adjusted for forwardlooking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.
In the case of other assets, the Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to twelve-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.
m) Geopolitical Developments:
The Company considered the uncertainties relating to the geopolitical situation in Russia and Ukraine, in assessing the recoverability of receivables, goodwill, investments and other assets. For this purpose, the Company considered internal and external sources of information upto the date of approval of these financial results. Based on its judgements, estimates and assumptions, including sensitivity analysis, the Company expects to fully recover the carrying amount of receivables, goodwill, investments and other assets.
The Company will continue to closely monitor any material changes to future economic conditions.
Terms and rights attached to equity shares
The Company has only one class of equity shares having a par value of ? 1 per share. Each holder of equity shares is entitled to one vote per share and carries identical right as to dividend. These shares are not subject to any restrictions. The Company declares and pays dividend 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 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 each of the shareholders.
Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period of five years immediately preceding the reporting date
The Company has not issued any bonus shares, shares for consideration other than cash during the five years immediately preceding the reporting date.
Buy-back of equity shares
For the period of five years immediately preceding the date as at which the Balance Sheet is prepared, the Company has bought back, in aggregate 6,287,878 (as at previous year 7,537,878) equity shares of ? 2 each.
Equity shares reserved for issue under employee stock options scheme
For number of stock options against which equity shares to be issued by the Company upon vesting and exercise of those stock options by the option holders as per the relevant schemes - refer note 47.
Nature and Purpose of Reserves
A. investment allowance reserve (utilised) and capital reserve (transferred from amalgamating company)
This reserve was created on amalgamation of J. B. Chemicals & Pharmaceuticals Ltd. with this company w.e.f. April 01,1984 (appointed date).
B. Share application money pending allotment
Share application money pending allotment means the amount received on the application (exercise of ESOP scheme) on which the allotment is not yet made.
c. capital reserve
Arose pursuant to forfeiture and reissue of shares.
D. contingency reserve
This reserve has been created out of retained earnings, as a matter of prudence, to take care of any unforeseen adverse contingencies. During the year, the contingency reserve transferred to general reserve of the Company.
E. Securities premium reserve
The amount received in excess of face value of the equity shares is recognised in Securities Premium. In the case of equity-settled share-based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.
F. capital redemption reserve
Transferred from general reserve on account of buy-back of shares as per Section 69 of the Companies Act, 2013.
G. General reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to General Reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to General Reserve is not required under the Companies Act, 2013. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
H. Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfer to General Reserve, dividends or other distribution paid to shareholders.
i. Employee stock options reserve
Employee stock options reserve is used to record the share-based payments, expense under various ESOP schemes, as per SEBI regulations. The reserve is used for the settlement of ESOP (refer note 47).
J. Cash flow hedge reserve
For the forward contracts designated as cash flow hedges, the effective portion of the fair value of forward contracts is recognised in cash flow hedging reserve under other equity. Upon derecognition, amounts accumulated in other comprehensive income are taken to profit or loss at the same time as the related cash flow (refer note 50C).
Contingencies
• Claims against the Company not acknowledged as debts include claims relating to pricing, commission, etc.
• It is not practicable for the Company to estimate the timing of cash outflow, if any, in respect of the Company pending resolution of the respective proceedings, as it is determined only on receipt of judgements/decisions pending with various forum/authorities.
• The Company's pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings, and has adequately provided for where provisions are required and disclosed as contingent liabilities, where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.
• Pharmaceutical Division of Unique Pharmaceutical Laboratories Ltd. (UPLL), which was acquired by the Company on a going concern basis, had received demand notices from Department of Chemicals & Fertilizers, Government of India, New Delhi, demanding a sum of ? 461.47 lakhs in respect of the Bulk Drug Metronidazole, and a further sum of ? 591.05 lakhs in respect of the Bulk Drug Oxyphenbutazone. These amounts were claimed on hypothetical basis in 1996, under para 7(2) of DPCO 79 read with para 14 of DPCO 87 and para 12 of DPCO 95, long after repeal of DPCO 79 and DPCO 87 and gains allegedly notionally made by it by procuring the Bulk Drugs at alleged lower cost. The Company has filed Writ Petitions bearing No. 446 of 2008 in respect of demand for Oxyphenbutazone, and Writ Petition No. 2623 of 2007 in respect of demand for Metronidazole in Bombay High Court. These Writ Petitions have been admitted, and the Hon. High Court has restrained the Government from adopting coercive steps to recover the amount till the disposal of the Writ Petition on the Company furnishing security as per the Orders. The Company has already furnished the Bank Guarantee of ? 402.35 lakhs as Security. As per the legal advice received by the Company, the Company has a strong case to succeed, and accordingly, no provision is being made in the Standalone Financial Statements for these claims and demands.
The sensitivity analysis above has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
The method used for deriving sensitivity information and significant assumptions made did not change from the previous period.
ix. investment Details:
The Company made annual contribution to the LIC of an amount advised by the LIC. The Company was not informed by LIC of the investments made or the break-down of the plan assets by investment type.
The Company expects to make a contribution of ? 660.36 lakhs (previous year ? 480.96 lakhs) to the defined benefit plans during the next financial year.
x. Risk Exposure:
Through its defined benefit obligations, the Company is exposed to a number of risks, the most significant of which are detailed below:
interest Rate Risk — The defined benefits obligation calculated uses a discount rate based on Government bonds. If bond yields fall, the defined benefit obligations will tend to increase.
Salary Inflation Risk — Higher than expected increase in salary will increase the defined benefit obligations.
Longevity Risk — The present value of the defined benefit plans liability is calculated by reference to the best estimate of the mortality of plan participants, both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
investment Return Risk — Lower the expected investment return, higher will be the defined benefit obligations. c. compensated Absences:
The Company's employees are entitled for compensated absences, which are allowed to be accumulated and encashed as per the Company's rule. The liability of compensated absences, which is non-funded, has been provided based on the report of independent actuary using "Projected Unit Credit Method". Accordingly, the Company has made provision for compensated absences for the year of ? 785.00 lakhs (previous year ? 511.03 lakhs), and accumulated liability is ? 2,213.70 lakhs as of March 31, 2024 (previous year ? 1,766.38 lakhs).
43. SEGMENT REPORTiNG
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the decision makers at respective entity level in assessing the performance and deciding on allocation of resources. The Company, accordingly, has only one reportable business segment, i.e., 'Pharmaceuticals'.
In accordance with paragraph 4 of the Indian Accounting Standard (Ind AS 108), segment information has been given in the Consolidated Financial Statements of the Company, and therefore, no separate disclosure on segment information is given in these Standalone Financial Statements.
47. EMPLOYEE STOCK OPTIONS SCHEME ('ESOP')
a) Pursuant to approval of the shareholders on July 31, 2021, the Company has set up the Employee Stock Options Scheme titled "JBCPL Employee Stock Options Scheme, 2021' as amended by special resolution passed on December 20, 2023 ("Scheme"), with the objects, inter-alia, to create sense of ownership among the employees, attract and retain needed talent and to incentivise them to achieve growth objectives. The Scheme covers eligible employees/directors of the Company and its Subsidiaries. The Scheme provides for settlement in Equity and number of equity shares presently reserved under the Scheme are 6,182,568 equity shares of Face Value of ? 1 (previous year 3,091,284 shares of Face Value ? 2) representing 4% of the paid-up equity share capital as at March 31,2021. Details of the options granted under the Scheme are as given below:
50. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company's financial liabilities comprise mainly of borrowings, trade payables and other payables. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables.
The Company has exposure to the following risks arising from financial instruments:
a) Credit Risk
b) Liquidity Risk
c) Market Risk
Risk management Framework:
The Company's Board of Directors has overall responsibility for establishment of the Company's risk management framework. The Management is responsible for developing and monitoring the Company's risk management policies, under the guidance of the Audit Committee. The Management identifies, evaluates and analyses the risks to which the Company is exposed to and set appropriate mitigation measures and controls to monitor such risk and adherence to limits.
The Management periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes in the market conditions and aligns the same to the business of the Company. The Management, through its interaction and training to concerned employees, aims to maintain a disciplined and constructive control environment in which concerned employees understand their roles and obligations. The Audit Committee oversees how the Management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks to which the Company is exposed. The Audit Committee is assisted in its role by the internal auditor, wherever required. Internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
a) 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, mutual funds and financial institutions, foreign exchange transactions and other financial instruments.
The Company has adopted a policy of only dealing with counterparties that have sufficiently high credit standards and financial strength. The Company's exposure and credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions is reasonably spread amongst the several counterparties.
Credit risk arising from 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 reputed credit rating agencies.
As regards, credit risk for investment in mutual funds, the Company limits its exposure to credit risk by investing mainly in debt schemes issued by the mutual funds, wherein the fund manager invests assets under the Management in highly rated instruments, which are of high credit ranking from rating agency like CRISIL or the equivalent rating agency. The Company monitors changes in credit risk by tracking published external credit ranking. Based on its on-going assessment of counterparty risk, the Company adjusts its exposure to various counterparties from time to time.
Credit risk from trade receivables is managed by the Company's established policy, procedures and control relating to customer credit risk management. Trade receivables are mainly from stockist, distributors and direct customers, and are mostly non-interest bearing. Trade receivables generally ranges from 30 days to 180 days credit term. Credit limits are established for customers based on internal criteria and any deviation in credit limit requires approval of Head of the Department depending upon the quantum and overall business risk. Majority of the customers have been doing business with the Company for more than 3 years, and they are being monitored by individual business managers who deals with those customers. The Management monitors trade receivables on regular basis and takes suitable action, where needed, to control the receivables crossing set criterias/limits. Also, in case of international business, particularly new customers, the Management reviews the business risk by evaluating economic situation of the country and the customers, and generally starts the relation either on advance payment or on the basis of confirmed irrevocable Letter of Credit.
The Management does an impairment analysis 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. Further, the Company's customer base is widely distributed both economically as well as geographically and, in view of the same, the quantum risk also gets spread across wide base, and hence, the Management considers risk with respect to trade receivable as low. Of the trade receivables balance at the end of the year, ? 3,406.33 lakhs (previous year ? 3,977.50 lakhs) is due from 2 related parties and ? 8,703.42 lakhs (previous year ? 6,210.79 lakhs) is due from a single counterparty, which is in excess of 10% of total trade receivables.
For trade receivables, as a practical expedient, the Company determines credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables, and is adjusted for forward-looking estimates.
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.
The Company has an established liquidity risk management framework for managing its short-term, medium-term and long-term funding, and liquidity management requirements. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash or cash equivalent available to meet all its normal operating commitments in a timely and cost-effective manner. Working capital requirements are adequately addressed by internally generated funds. Trade receivables are kept within manageable levels. The Company aims to maintain the level of its cash and cash equivalents and other highly marketable debt investments at an amount in excess of expected cash outflows on financial liabilities over the next three to six months.
c) 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 conditions. Market risk comprises three types of risks:
i. Interest Rate Risk,
ii. Currency Risk, and
iii. Equity Price Risk.
Financial instruments affected by market risk include borrowings, trade payables, investments, trade receivables, loans and derivative financial instruments.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
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. Primarily, the exposure in foreign currencies are denominated in USD, EURO, RUB, AED and AUD. At any point of time, the Company covers foreign currency risk by taking appropriate percentage of its net foreign currency exposure by entering into foreign exchange forward contracts on Anticipated Exposure basis, mostly with a maturity of less than one year from the reporting date. In respect of monetary assets and liabilities denominated other than in USD, EURO, RUB, AED and AUD, the Company's policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, when necessary, to address short-term imbalances.
All such hedged transactions are carried out within the guidelines set by the risk management committee. The Company does not enter into any derivative instruments for trading or speculative purposes.
51. CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity share capital, share 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 safeguard the Company's ability to remain as a going concern and to maintain optimal capital structure, so as to maximise shareholder's value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or buy back of shares. The current capital structure of the Company is equity based with low financing through borrowings. The Company is not subject to any externally imposed capital requirement.
54. RECLASSIFICATION NOTE
The figures for the corresponding previous year have been regrouped/reclassified, wherever necessary, to make them comparable.
55. UNFORESEEABLE LOSSES
The Company has a process whereby periodically all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company did not have any long-term contracts (including derivative contracts) for which there were any material foreseeable losses.
56. IMPACT OF CODE ON SOCIAL SECURITY, 2020
The Indian Parliament has approved the Code on 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 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 impact and its evaluation once the subject rules are notified, and will give appropriate impact in its standalone financial statements in the period in which the Code becomes effective, and the related rules to determine the financial impact are published.
57. EvENTS AFTER THE REPORTmG PERIOD Dividend:
The Board of Directors has recommended a final dividend of ? 6.75 per fully paid-up equity shares (face value of ? 1/-each) amounting to ? 10,475.65 lakhs for the financial year 2023-24, which is based on the relevant share capital as on March 31, 2024. The actual dividend amount will be dependent on the relevant share capital outstanding as on record date/book closure. The recommended dividend is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.
Incorporation of new step-down subsidiary in Philippines (JBCPL Philippines Inc.):
During the reporting period, the Company has initiated the establishment of a new step-down subsidiary, 'JBCPL Philippines Inc.', in Philippines, through Unique Pharmaceutical Laboratories FZE, Dubai (subsidiary of JBCPL India, the holding company). An amount of AED 977,648 was invested towards the incorporation of this subsidiary. Subsequently, on April 02, 2024, 'JBCPL Philippines Inc.' has received certificate of incorporation.
Additionally through a shareholder resolution dated October 17, 2023, the share capital of UPL FZE was augmented to AED 54,135,000 by issuing 2,250,000 shares of AED 1 each at a premium of AED 0.93 each, fully paid in cash. This augmentation was duly recorded in the Establishment's memorandum of association.
58. UNCERTAINTIES RELATING TO THE GEOPOLITICAL SITUATION IN RUSSIA AND UKRAINE
The Company considered the uncertainties relating to the geopolitical situation in Russia and Ukraine, in assessing the recoverability of receivables, investments and other assets. For this purpose, the Company considered internal and external sources of information upto the date of approval of these financial results. Based on its judgements, estimates and assumptions, including sensitivity analysis, the Company expects to fully recover the carrying amount of receivables, investments and other assets. The Company will continue to closely monitor any material changes to future economic conditions.
59. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
For and on behalf of the Board of Directors
Nikhil Chopra Akshay Tanna
Chief Executive Officer & Whole-Time Director Director
DIN: 07220097 DIN: 02967021
narayan Saraf Sandeep Phadnis
Chief Financial Officer Company Secretary
ACS - 11530
Place: Mumbai Date: May 27, 2024
|