xvi Provision, Contingent Liabilities & Contingent Assets
The Company recognizes a provision when there is a present obligation (legal or constructive) as a result of a past event and It is probable that an outflow of resources embodying economics benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Contingent liabilities are disclosed when there is a possible obligations that arising from past events, the existence of which 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 past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
Contingent assets are neither recognized nor disclosed in the financial statements.
2.1 Terms/Rights attached to equity shares
The Company has one class of equity shares having a face value of Rs.10/-per share. Each shareholder is eligible for one vote per share held. In the event of dividend proposed by the Board of Directors the same 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their respective shareholding.
2.2 The shareholders of the Company in Annual General Meeting (AGM) held on 13th October, 2023 inter-alia approved the increase in Authorised Share Capital of the Company from Rs.10.00 Lakhs to Rs.1000.00 Lakhs divided into 1,00,00,000 equity shares of Rs.10/- each. The Company has issued Bonus shares during the last financial year in the ratio of 650 : 1 (i.e. Six Hundred and Fifty bonus equity share of Rs.10/- each for every one fully paid up Equity Share of Rs.10/- each) to the shareholders by capitalizing existing surplus in profit and loss account amounting to Rs.650.00 Lakhs . Accordingly, 65,00,000 equity shares by way of bonus shares were issued and allotted on 20th October, 2023.
Secured Loan Details
i) HDFC Bank - Overdraft Rs.300.00 Lakhs Sanctioned Limit
Security - Primary : Book debts, Directors personal guarantee, Government Guarantee under CGTSME.
Collateral - Ashmita Ascon 1202, Naya Nagar, Mira Road (E), Thane
Personal Guarantee by directors -Zaynulabedin Mira, Mohd Kamran Mohammed Shaikh, Imran Ansari, Rahul Gandhi. Government Guarantee under CGTSME.
Rate of Interest - 9.00%
ii) State Bank of Mauritius - Overdraft
Security - 100% of the overdraft facility is secured against fixed deposits of Rs.500.00 lakhs (Previous year Rs. Nil) Rate of Interest - 8.75% pa
Unsecured Loan Details
Inter Corporate Deposits:
ICD's has been taken at the rate of Interest from 15% to 18% p.a with a tenure of repayment of less than 1 year.
6 Trade Pavables
31 Impairment of Asset :
In accordance with the accounting standard (AS -28) on "impairment of assets" the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said accounting standard. On the basis of the review carried out by the management the assets there was no impairment loss of fixed assets during the year ending 31st March, 2025.
32 Expenditure incurred on Corporate Social Responsibility (CSR) activities:
Gross amount required to be spent during the year is Rs.7.15 Lakhs (Previous year N.A)
Amount Spent during the year is Rs.Nil (Previous year N.A)
Unspent amount as at 31st March, 2025 Rs.7.15 Lakhs (Previous Year N.A)
33 Incorporation of wholly owned Foreign Subsidiary Company
During Financial year, the Company has incorporated a Wholly owned subsidiary, ENFUSE SOLUTIONS INC in USA on Dated: 25/09/2024. As of the balance sheet data, no bank account has been opened in USA and hence no capital infusion or remittance has been made towards said entity.
34 Indian Subsidiary Company
During the year the Company has incorporated Indian Subsidiary Company in which the Company owned 80% of the shareholding as at 31st March 2025. The said subsidiary company incorporated on 14th October, 2024. During the period 14th October to 31st March, 2025 there were no transaction/operation in the said subsidiary company except investment and preliminary expenses.
35 Consolidated Financial Statements
As stated in note no.33, the Company has incorporated wholly owned subsidiary company ENFUSE SOLUTIONS INC in USA. As of the balance sheet data, no bank account has been opened in USA and hence no capital infusion or remittance has been made towards said entity. Since there is no investment and there were no transactions /operation in the said subsidiary, consolidated financial statement includes data only of the Company and its Indian Subsidiary company.
36 Management Remuneration in excess of limit prescribed u/s.197 of the Companies Act, 2013
During the year, the Company has paid total managerial remuneration amounting to Rs. 186.64 Lakhs, comprising Remuneration of Rs. 167.04 Lakhs, Sitting fees of Rs.7.00 Lakhs, and Perquisite value of rent-free accommodation amounting to Rs. 12.60 Lakhs. The overall limit of managerial remuneration, as prescribed under Section 197 of the Companies Act, 2013, is restricted to 11% of the net profit of the Company, which for the year work out to Rs. 65.85 Lakhs. However, the remuneration paid during the year has exceeds the statutory limit by Rs. 120.78 Lakhs. The remuneration to the Managing Director, Whole time directors and other directors has been duly approved by the Board of Directors, after considering the professional qualifications and expertise of each director. The Company is in the process of obtaining the requisite shareholders approval, of excess remuneration paid, at the ensuing General Meeting/Annual General Meeting.
37 During the year Company has obtained Inter Coporate Deposit (ICD) of 375.00 lakhs as ICD for less than one year to make payments of salaries and other day to day business expenses. The Company is also developing the internally generated software for its business needs. The salaries and expenses incurred during the year relating to software developments have been capitalised according the accounting standard and generally accepted accounting practice resulting into increase in Intangible assets. Management is hopeful that in the next financial year, the Company will generate sufficient revenue and income and be able to make the payment of ICD and there will not be any liquidity problem to the Company.
38 Audit Trail
The Company is using accounting software tally prime for maintaining its books of account, which did not have a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the respective software. The Company is in process to explore various accounting software options, comparing features and suitability for the business and having audit trail features or to upgrade to present software.
The Company is maintaining Property Plant and Equipment Register in excel worksheet in which also features of audit trail (edit log) facility not available.
41 Additional Disclosure Requirements
(i) Relationship With Struck off Companies:-
There are no transactions with the companies struck off under Sec. 248 of the companies Act, 2013 or Sec. 560 of the Companies Act, 1956 as such there is nothing to disclose.
(ii) Registration of Charges or Satisfaction With Registrar of Companies (ROC):-
The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the stipulated period except for the detail mentioned below.
* The Loan was fully settled in May, 2023. The Company has submitted the required documents with the lender and submission of documents to the ROC is pending from the lender's side.
b) During the year, the Company has availed an OD facility amounting to Rs.500.00 lakhs, secured by a lien on FD of an equivalent amount. No charge is required to be created on the said fixed deposits with the bank.
(iii) Compliance With Number of Layers of Companies
The Company is in compliance with clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(iv) Utilization of Borrowed Funds and Share Premium
(A) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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.
(B) 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) Title Deeds of Immovable Properties Held In Name Of The Company
Title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the erstwhile name of the company Enfuse Solutions Private Limited. The Company is in the process of to get name change on the title deed to Enfuse Solutions Limited.
(vi) Disclosure on Loans and Advances
The Company has not granted loans or advances in the nature of loans to promoters, directors, KMPs. However the Company has advanced loan to one related party during the financial year which was received back during the year and there is no outstanding balance as on 31st March, 2025.
(vii) Borrowings from banks or financial institutions on the security of current assets
The Company has utilised the borrowings from banks on the basis of security of current assets. The company has filed required periodical statement which was generally are in agreement with the books of accounts. Details of variance amounts as per books of account and amount reported in the quarterly statement filed with bank.
(viii) Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(ix) Disclosure of Benami Property
The Company does not have any Benami property, as such no proceeding under the Benami Transactions (Prohibition) Act, 1988 and the Rules made thereunder has been initiated or pending against the Company for holding any Benami property.
(x) Wilful Defaulter
The Company has not been declared as Wilful Defaulter by any Bank or Financial Institution or other Lender.
(xi) Undisclosed Income
The Company does not have any transactions which are not recorded in the books of accounts that have 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)
42 Previous year's figures have been regrouped and reclassified wherever necessary to correspond with current year's classification and disclosure.
For and on behalf of the Board of
For R. R. Shah & Associates ENFUSE SOLUTIONS LIMITED
Chartered Accountants Firm Regd. No.112007W
Kamran Lal Mohammed Shaikh Imran Yasin Ansari
(Saify I Hussain) (Director & CFO) (Managing Director)
Partner DIN:- 08569328 DIN:- 08569327
Membership No.102620 Place : Mumbai Date:29th May, 2025
RAHUL MAHENDRA GANDHI Shubhra Maheshwari
(Director) (Company Secretary)
DIN:- 03494610 PAN:- AIBPM3248B
Place : Mumbai Date:29th May, 2025
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