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

BSE: 504028ISIN: INE064H01021INDUSTRY: Welding Equipments

BSE   ` 166.25   Open: 166.05   Today's Range 161.20
166.50
-2.35 ( -1.41 %) Prev Close: 168.60 52 Week Range 110.50
202.90
Year End :2024-03 

a) The Company has no restriction on the realisability of its investment property and no contractual obligation to purchase, contract or develop investment properties or for repairs, maintenance and enhancements.

b) Refer Note No. 21.1(b) for charge created against borrowings.

c) Investment Property (i.e. Residential Flats - Fully occupied) has been reclassified to Property, Plant & Equipment.

d) As required under IAS 40 investment in property need to be recognised on the fair value.The Company is in the process of engaging the registered valuers for obtaining the fair values of various investment properties and hence the disclosure of this information could not be given.

e) Investment in property is against investment in residential flats, Company has made investment in total 4 residential property out of the four residential property - 2 residential properties are occupied by the director's of the company and 2 residential properties are vacant

6.1 Lease hold land has been reclassified from Property, Plant & Equipments.

6.2 The Company has taken Land on lease for lease period ranging from 95 - 99 years, which is renewable at the end of the Lease terms.

6.3 Refer Note 24.1 for charge created against borrowings.

6.4 The Company has amortised Right to use assets on SLM basis for the remaining period of the lease. Since Company has revalued its Right to use assets in the year 2016-2017 through Reserve & Surplus so the proportionate amount of Amortisation are directly transfer to Revaluation Reserve without making any effect in the Statement of profit & loss account.

19.5 Terms/ Rights attached to Equity Shares :

The Company has only one class of issued shares i.e. Equity Shares having par value of Rs. 2/- per share. Each holder of Equity Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of 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 payment of all preferential amounts, in proportion to their shareholding.

19.6 Shareholding Pattern with respect of Holding or Ultimate Holding Company

The Company does not have any Holding Company or Ultimate Holding Company.

19.9 No equity shares have been bought back by the Company during the period of 5 years preceding the date as at which the Balance Sheet is prepared.

19.10 No securities convertible into equity shares have been issued by the Company during the year.

19.11 No calls are unpaid by any Director or Officer of the Company during the year.

Nature/ Purpose of each reserve

a) Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is utilised in accordance with the provisions of the Companies Act 2013.

b) General Reserve:The reserve arises on transfer portion of the net profit to general reserve.

c) Retained Earning: Generally represents the undistributed profit/amount of accumulated earnings of the company.

d) Capital Reserve: represents the amount transferred from capital subsidy reseve, the transferor company persuant to Scheme of Arrangement effected in earlier years.

e) Other Comprehensive Income (OCI) : Other Comprehensive Income (OCI) represents the balance in equity for items to be accounted under OCI and comprises of the following:

(i) Equity Instruments through OCI: The Company has elected to recognise changes in the fair value of certain investment in equity instrument in other comprehensive income.

(ii) Re measurement of defined benefit obligations:The actuarial gains and losses arising on defined benefit obligations have been recognised in OCI.The amount is subsequently tran ferred to retained earnings as per the Schedule III requirement.

21.1 Details of Security:

a) Vehicle loans from various banks are secured against hypothecation of vehicles purchased against the loan.The loans are repayable on monthly instalment as per the terms of loans which are ranging from 36 to 60 months.The interest rates are varying from 9.3% p.a. to 12.44% p.a.

b) Housing loan from bank is secured by way of hypothecation of residential apartments and personal guarantee of promoters. The loans are repayable in 144 installments alongwith interest varing from 6.00 to 9.50% pa

c) There are no registration/satisfaction of charges pending with Registrar of Companies beyond the statutory period as on the Balance Sheet date.

21.2 The Carrying amount of the Financial and Non financial assets pledged as security for current and non current borrowings is given in Note

21.3 There has been no default in repayment of vehicle loan during the year based on the repayment schedule.

24.1 Details of Security

Working capital facilities from the banks (fund based and non fund based) are secured/ to be secured by first pari passu charge over entire current assets of the Company and second pari passu charge over entire Property, Plant and Equipment (except certain freehold land) of the Company.The facilities are also secured by personal guarantees of certain KMPs/Employees of the Company.The interest rates are 6% - 8.5% p.a. at the balance sheet date.

24.2 The above secured working capital borrowings are utilised towards meeting day to day cash outflow requirements for liabilities in normal operating cycle of the business.

24.3 The quarterly returns or statements of current assest filed by the company with bank or financial institutions are in agreement with the books of accounts except are as under:-

36.1 a) Borrowing cost capitalized during the year is Rs. Nil ( PY 2023 Rs. "Nil")

36.2 b) Interest expenses includes interest on Income Tax of Rs NIL (PY 2023 Rs 8.72 LACS)

36.3 c) Interest expenses includes interest on loan from related parties of Rs.NIL (PY 2023 Rs.2.55 Lacs)

36.4 d) Bank Charges includes Rs.NIL (PY 2023 Rs.120 LACS), imposed by the TJSB Sahakari Bank Ltd as prepayment charges on account of closure of

Cash Credit A/c before expiry of the contractual period. The Company has disputed the matter and gone into Arbitration which is pending as at the Balance Sheet Date.

Dues to Micro and Smalll Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management. Management assessment for parties registered under Micro Small and Medium Enterprises Development (MSMED) Act, 2006 are last done in financial year 2021-2022 ie.., 2 years back for Kolkata Unit so the Disclosure requirement for dues outstanding with MSME Parties are not accurately reflected.

43 LEASES

a) The company has certain leasehold land under finance lease arrangements for 99 years which has been reclassified from property, plant & equipment to right to use assets.

b) The company has also certain leases of building with lease term of 12 months or less. The company applies the 'Short term lease' recognition assumption for these leases.

44 DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD - 19 'EMPLOYEE BENEFITS' AS NOTIFIED U/S 133 OF THE COMPANIES ACT, 2013 READ WITH RULE 7 OF COMPANIES (ACCOUNTS) RULES, 2014.

44.1 Defined Contribution Plan:

44.1.1 Provident Fund & Employee's State Insurance Contribution

Provident Fund as per the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952.

Employee State Insurance contribution as per the provisions of the Employees State Insurance Act, 1948.

44.2 Defined Benefit Plan:

The following are the types of defined benefit plans

44.2.1 Gratuity Plan

Every employee who has completed five years or more of service is entitled to Gratuity as per the provisions of the Payment of Gratuity Act, 1972. The present value of defined obligation and related current cost are measured using the Projected Unit Credit Method with actuarial valuation being carried out at Balance Sheet date.

The Gratuity Scheme is invested in a New Group Gratuity Cash Accumulation Plan Policy offered by Life Insurance Corporation (LIC). The information on the allocation of the fund into major asset classes and expected return on each major class are not readily available.The expected rate of return on plan assets is based on market expectations, at the beginning of the period, for returns over the entire life of the related obligation.

44.2.8 Asset-Liability Matching Strategy

The Company's investment are being managed by Life Insurance Company and at the year end interest is being credited to the fund value. The company has not changed the process used to manage its risk from previous periods . The Company's investment are fully secured and would be sufficient to cover its obligations.

44.2.10 The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant

factors, such as supply and demand in the employment market.

44.2.12 Sensitivity Analysis

The sensitivity analysis below have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

45 CORPORATE SOCIAL RESPONSIBILITY

As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility (“CSR"). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013.Details are as under:

Terms and Conditions of transactions with Related Parties:

(I) The sales and purchases transaction with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.

(ii) For the year ended March 31,2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(iii) The remuneration of Directors is determined by the Nominations & Remuneration Committee having regard to the performance of individuals and market trends.

47 SEGMENT REPORTING

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker, in deciding how to allocate resources and assessing performance. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Based on the management approach as defined in Ind AS 108, the Chief Operating Decision Maker evaluates the Company's performance based on only one segment i.e. manufacturing and welding consumable, copper coated wires, flux cored wires and welding fluxes.

49.2 The management assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, current borrowings, current loans and other financial assets & liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.

49.3 The management considers that the carrying amounts of Financial assets and Financial liabilities recognised at nominal cost/amortised cost in the Financial statements approximate their fair values.

49.4 Non current borrowings has been contracted at floating rates of interest, which are reset at short intervals. Fair value of floating interest rate borrowings approximates their carrying value subject to adjustments made for transaction cost.

50 FAIR VALUE HIERARCHY

The following are the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair value are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels of fair value measurement as prescribed under the Ind AS 113 "Fair Value Measurement". An explanation of each level follows underneath the table.

Note:

No financial guaratnee was outstanding as on 31st March, 2024

50.1.1 During the year ended March 31,2024 and March 31,2023, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.

50.2 Explanation to the Fair Value hierarchy

The Company measures Financial instruments, such as, unquoted investments and mutual funds/bonds at fair value at each reporting date. 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. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole.The valuation of unquoted shares have been made based on level 3 inputs as per the hierarchy mentioned in the Accounting Policies. The valuation of unquoted equity instrument have been valued based on the valuation technique applicable.The valuation of mutual funds/bonds have been valued at the market value as at balance sheet date.

51 FINANCIAL RISK MANAGEMENT

Financial management of the Company has been receiving attention of the top management of the Company. The management considers finance as the lifeline of the business and therefore, financial management is carried out meticulously on the basis of detailed management information systems and reports at periodical intervals extending from daily reports to long-term plans. Importance is laid on liquidity and working capital management with a view to reduce over-dependence on borrowings and reduction in interest cost. Various kinds of financial risks and their mitigation plans are as follows:

51.1 Credit Risk

The credit risk is the risk of financial loss arising from counter party failing to discharge an obligation. The credit risk is controlled by analysing credit limits and credit duration for customers on continuous basis. Further, in order to manage the credit risk, the security deposits are obtained from customers where ever considered necessary.

On account of adoption of Ind AS 109, the Company uses an expected credit loss model to assess the impairment loss. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables.

The Company determines its liquidity requirement in the short, medium and long term. This is done by drawing up cash forecast for short term and long term needs.

The Company manage its liquidity risk in a manner so as to meet its normal financial obligations without any significant delay or stress. Such risk is managed through ensuring operational cash flow while at the same time maintaining adequate cash and cash equivalent position.The management has arranged for funding from banks and inter corporate and adopted a policy of managing assets with liquidity monitoring future cash flow and liquidity on a regular basis. Surplus funds not immediately required are invested in certain fixed deposits which provides flexibility to liquidate.

C) The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements (if any). The interest payments on variable interest rate loans in the tables above reflect market forward interest rates at the respective reporting dates and these amounts may change as market interest rates change. Except for these financial liabilities, it is not expected that cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts. When the amount payable is not fixed, the amount disclosed has been determined with reference to conditions existing at the reporting date.

51.3 Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of Foreign Exchange Risk and Interest Rate Risk.

51.3.1 Foreign Exchange Risk

The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's Financial Assets and Financial Liability towards Trade receivables and Trade Payables denominated in foreign currency. In view of low proportion of export and import, as compared to the overall operations, the exposure of the Company to foreign exchange risk is insignificant and thus Company does not enter into any derivative financial contracts."

"Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market rates. The company's exposure to the risk of changes in market interest rate relates primarily to company's borrowing with floating interest rates.

The Company's main interest rate risk arises from long-term borrowings and short term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During March 31, 2024 and March 31, 2023 , the Company's borrowings at variable rate were denominated in Indian Rupee (INR)."

52 CAPITAL MANAGEMENT

The Company objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Sourcing of capital is done throu jh judicious combination of equity/internal accruals and borrowings, both short term and long term. Net debt (total borrowings less cash and cash equivalents) to equity ratio is used to monitor capital.

54 ADDITIONAL REGULATORY REQUIREMENTS SCHEDULE III:

54.1 The Company have not traded or invested in crypto currency or virtual currency during the current or previous year.

54.2 The Company have 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.

54.3 The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

a. Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

b. Provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

54.4 The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961")

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

54.6 The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

54.7 The Company has not revalued its Property, Plant & Equipment during the Current or Previous year

54.8 No proceedings has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and the rules made there under.

54.9 As per the information available with the management , the Company does not have any transactions with Companies stuck off under Section 248 of the Companies Act 2013 or Section 560 of the Companies Act 1956, in respect of Investments in Securities, Receivables, Payables, Shares held by Stuck off Company and other outstanding balances.

55 Additional Disclosure :

55.1 Petition was filed in NCLT, Mumbai Bench by Mr. Om Prakash Agarwal, Umesh Ramkishan Agarwal and Mrs. Payal Agarwal, the whole time directors vide case no. CP/306(MB) 2023 of oppression and mismanagement against the Company, as the consequence of this petition the Ld. Judge has postponed the holding of Annual General meeting for adoption of annual audited financial statement and refer the matter to Hon'ble The Chief Justice (Retd.) , Shri Ramesh Deokinandan Dhanuka for mediation by his order dated 21.12.2023. After providing sufficient time to both the parties to settle the internal family disputes and come to a mutual settlement between them but the same was failed.

Further, by way of the said order, the Tribunal has dismissed and disposed of the Company Application being CA No.92 of 2024 filed by the Petitioners. Further, the Tribunal reserved Company Application being CA No.504 of 2023 for orders and have directed to list the matter on 21st June, 2024.

In relation to the petition filed against the company before the National Company Law Tribunal, Mumbai Bench (“Tribunal"), alleging acts of oppression and mismanagement in the Company, the NCLT has, partly allowed the Company Application being CA No. 90 of 2024 filed by the Petitioners therein thereby appointing Mr. Pradip Kumar Das, Retired Banker, as a non-executive Chairman of the Board of Directors of the Company. Further Annual general meeting of the Company for Financial year 2022-2023 was held and successfully conducted under the Chairmanship of Mr. Pradip Kumar Das on 12th April,2024.

Subsequently, the petitioner of the above case have moved to National Company Law Appellate principal bench, New Delhi (NCLAT) against the order dated 09-05-2024 passed in CA 90 of 2024 & CA 92 of 2024 in CP No. 306/MB/2023 and order dated 21-05-2024 passed in CA 504 of 2023 in CP No. 306/MB/2023. Further NCLAT has adjusted the above petition by order dated 12/07/2024

55.2 Management Assessment of making provision for bad and doubtful debts have been changed than those followed in the previous

financial year. In the Current financial year management has assessed individual Trade receivables and have made a Provision for bad & doubtful debt amounting to Rs. 1.35 Crore and Bad Debt written in Profit & Loss account amounting to Rs. 1.46 Crore.

The basis of provision of bad & Doubtful debt is made on the management own assessment.

Also, provision for bad & Doubtful debts against the Debts outstanding from related party for a period exceeding 360 Days are not made by the management due to internal disputes among the management. Details for the Same is mentioned in the below Table

55.3 The trade receivables, trade payable, other receivables, loans and advances and deposits are subject to confirmation reconciliation to be received from the parties.There will not be material changes on account of such reconciliation/ confirmation from parties.

55.4 Reconciliation of Tax Collected at source and Tax Deducted at source are not done by the management for the current financial year. As reported by the management,TDS certificate are yet to be received from various parties.

55.5 Company has taken an Keyman insurance policy for Mr. Shankar Lal Agarwal who is a wholetime director of the Company against which a sum of Rs.20.90 Lakhs is paid to TATA AIA Life Insurance.The policy period is for a term of 12 Years.

55.6 Company has sold lease hold land named as " Sagar" in the FY 2020-21 which was revalued by the Company in the Month of March, 2015 by Rs. 1,67,04,930. At the time of revaluation the revaluation amount was transferred to Revaluation Reserve and the same was ommitted to be reversed in the FY 2020-2021 by the Company and the same is reversed in the current financial year with Retained Earning.

55.7 The Company has reclassified Lease hold land from "Property Plant & Equipments" to "Right to use Assets". The Company has started to amortised its Right to use assets taken on Lease on SLM basis from the current financial year the detailed breakup of such Amortisation is mentioned below:

56 Previous period figures have been regrouped/ rearranged whenever necessary, to conform to current period's classification in order to comply with the requirements of amended Schedule III to the Companies Act, 2013 effective from 01st April, 2021.