(a) The Company incurred Rs. 460 lakhs in the year ended 31 March 2025 (31 March 2024: Rs. 429 lakhs) towards expenses relating to short-term leases and leases of low value asstes. The total cash outflow for leases is Rs. 554 lakhs for the year ended 31 March 2025 (31 March 2024: Rs. 509 lakhs), including cash outflow of short-term leases and leases of low value asstes. Interest on lease liabilities is Rs. 11 lakhs for the year 31 March 2025 (31 March 2024: Rs. 14 lakhs). [Refer note 39 and note 45]
*Estimation of fair value
During the year, valuations of the Investment properties is performed by a registered valuer as defined under Rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The fair value measurement is based on comparable sales approach. The fair value measurement is categorised in level 3 of fair value hierarchy.
The fair valuation is based on current prices in the active market of similar properties. The main inputs used for valuation are quantum, area, location, demand, quality of construction, age of building and trend of fair market etc.
(c) The Company has no restrictions on the reliability of its investment property and no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements.
(d) The Company has pledged certain properties against borrowing limits (refer note 54 for details).
(e) The title deeds of all investment properties are held in the name of the Company.
* During the current year, the Company has identified an impairment of Rs. 3,171 lakhs on its investment in unquoted equity shares of 3D Future Technologies Private Limited (3DFT) and loan given to 3DFT. The value of this investment has been estimated by an independent valuation of 3DFT using DCF model. The valuation requires management to take certain assumptions about the model inputs including discount rate, cashflow forecast and growth rate. The probabilities of various estimate within the range can be reasonably assessed and are used in management's estimate of recoverable value of these investment in unquoted equity shares and loan given. The Company continues to monitor and assess the fair valuex of these investments on a regular basis.
#Inventory write downs/provision for impairment are accounted, considering the nature of inventory, ageing, and net realisable value. Write-downs/Provision for impairment of inventories to net realisable value amounted to Rs. 443 lakhs (31 March 2024: Rs. 80 lakhs). These write down/provision for impairment were recognised as an expense during the year and included in the 'Changes in inventories of finished goods, work-in-progress, and stock-in-trade' in the Standalone Statement of Profit and Loss.
* Certain imported inventory amounting to Rs. 336 lakhs, which has been detained by the Bureau of Indian Standards (BIS). The Company had filed an application with the Bureau of Indian Standards (BIS) Authorities, for compounding of an alleged Offence under Section 33 of BIS Act, 2016 on 5 May 2023. The Company received an order dated 15 June 2023 allowing the Compounding application, subject to payment of compounding amount of INR 3,643 lakhs, under the BIS Act 2016 and BIS Rules, 2018. As the Compounding amount was unfair, arbitrary and unreasonable, the Company filed a Writ Petition in the Hon'ble Bombay High Court, since the filing of the appeal with DG was not an efficacious remedy, challenging the said compounding order, and got a stay. As the proceedings have not yet started, the pleadings are yet to begin, hence no provision has been made towards compounding amount in the books, as of 31 March 2025, since the final / exact /appropriate amount of compounding is yet to be determined.
Refer note 27 for details on Inventory pledged as security against borrowings of the Company.
(a) Secured by letter of credit
(b) Refer notes 51(A) for information on credit risk and details regarding past dues receivables and, movement in allowance for credit impairment.
(c) No amount is due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member except as disclosed in note no. 48.
(d) Refer note 27, for details on trade receivables pledged as security against the borrowings of the Company.
* During the current year, the Company has identified an impairment of Rs. 3,171 lakhs on its investment in unquoted equity shares of 3D Future Technologies Private Limited (3DFT) and loan given to 3DFT. The value of this investment has been estimated by an independent valuation of 3DFT using DCF model. The valuation requires management to take certain assumptions about the model inputs including discount rate, cashflow forecast and growth rate. The probabilities of various estimate within the range can be reasonably assessed and are used in management's estimate of recoverable value of these investment in unquoted equity shares and loan given. The Company continues to monitor and assess the fair value of these investments on a regular basis.
Note 22 b- Rights, preferences and restrictions
The Company has only one class of shares referred to as equity shares having at par (face) value of Rs. 10 per share. Each and every shareholder is eligible for one vote per share held.
In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all the preferential amounts, in proportion to their shareholding.
(i) Nature of Security and terms of repayment for short term secured borrowings of Company:
Working capital loan from a bank, balance outstanding amount as at 31 March 2025 is Nil (31 March 2024: Rs 4,000 Lakhs) is secured first pari passu charge by way of hypothecation of Company's entire stocks and book debts, both present and future, exclusive charge on the entire plant and machinery and other movable fixed assets of the Company and on the land and building of the Company located at survey no. 59/11/1, 59/11/2, 59/11/3, 59/12 and 59/13 situated at village Masat, Silvassa, Dadra and Nagar Haveli and 147 2B 3 Village Akurdi, Pune, Maharashtra .
(ii) Guarantees given by banks to third parties amounting to Rs. 3,458 lakhs (31 March 2024: Rs. 1,744 lakhs) on behalf of the Company are secured against securities mentioned in (i) above. (Refer note 42)
(b) Provision of Rs. 318 lakhs (31 March 2024: Rs. 197 lakhs) has been recognised for expected warranty claims on welding equipment and goods traded during the current financial year. It is expected that all these expenditures will be incurred in next financial year.
(c) Provision of Rs 262 lakhs (31 March 2024: 286 lakhs) has been recognised for expected sales return. This provision is expected to be utilised in next financial year.
Note 42 - Contingent Liabilities not provided for :
(Rs. in lakhs)
|
Particulars
|
As at
31 March 2025
|
As at
31 March 2024
|
A. Claims against the company not acknowledged as debt:
- Disputed sales tax as the matters are in appeal (advance paid 31 March 2025: Rs 82 lakhs; 31 March 2024: Rs 85 lakhs)
|
771
|
734
|
- Disputed excise duties as the matters are in appeal (advance paid 31 March 2025: Rs 901 lakhs; 31 March 2024:Rs 901 Lakhs)
|
936
|
936
|
- Disputed income tax as the matters are in appeal (advance paid 31 March 2025: Rs 13 lakhs; 31 March 2024: Rs. 13 lakhs)
|
1,576
|
678
|
- Custom Duty refund (advance paid 31 March 2025: Rs 46 lakhs; 31 March 2024: Rs. 46 lakhs)
|
54
|
46
|
B. Guarantees :
- Bank guarantees
Bank guarantees of Rs. 2,808 lakhs (31 March 2024: Rs. 1,617 lakhs) have been issued to various customers as performance gurantee, Rs. 200 lakhs (31 March 2024: Rs. 321 lakhs) issued for securing supplies of materials and services and Rs. 792 lakhs (31 March 2024: Rs. 250 lakhs) to various agencies including government as security. The Company does not anticipate any liability on these guarantees.
|
3,800
|
2,188
|
C. Other money for which the company is contingently liable :
- Other matters
- Provident fund
Based on the Honorable Supreme Court judgment dated 28 February 201 9, relating to components of salary structure that needs to be taken into account while computing the contribution to provident fund under the Employee Provident Fund Act. Past provident fund liability is not determinable at present in view of uncertainty on the applicability of the judgment to the Company with respect to timing and the components of its compensation structure. In absence of further clarification, the Company has been advised to await further developments in this matter to reasonably assess the implications on its financial statements, if any.
|
421
Amount not determinable
|
435
Amount not determinable
|
- Inventory
Certain imported inventory amounting to Rs. 336 lakhs, which has been detained by the Bureau of Indian Standards (BIS). As, according to BIS, the said imported inventory doesn't meet the standards as specified in the notification issued by BIS. The Company had filed an application with the BIS Authorities, for compounding of an alleged Offence under Section 33 of BIS Act, 2016 on 05 May 2023. The Company received an order dated 15 June 2023 allowing the Compounding application, subject to payment of compounding amount of Rs. 3,643 lakhs, under the BIS Act 2016 and BIS Rules, 201 8. As the Compounding amount was unfair, arbitrary and unreasonable, the Company filed a Writ Petition in the Hon'ble Bombay High Court, since the filing of the appeal with DG was not an efficacious remedy, challenging the said compounding order, and got a stay. As the proceedings have not yet started, the pleadings are yet to begin, hence no provision has been made towards compounding amount in the books, as of 31 March 2025, since the final / exact /appropriate amount of compounding is yet to be determined.
|
3,643
|
3,643
|
Future cash outflows in respect of above matters are determinable only on receipt of judgments/decisions pending at various forums/authorities. The management does not expect these claims to succeed and accordingly, no provision for the contingent liability has been recognised in the financial statements.
The Company's lease asset primarily consist of leasehold land, Ownership premises and Computers used in its operations. The Company has recognized right-of-use assets and lease liabilities amounting to Rs. 64 lakhs (31 March 2024: Rs. 303 lakhs) and Rs. 64 lakhs (31 March 2024: Rs. 73 lakhs) respectively. During the year ended March 31, 2025, the Company has recognized interest expense on lease amounting to Rs. 11 lakhs (31 March 2024: Rs. 14 lakhs) and depreciation on right-of-use assets amounting to Rs. 97 lakhs (31 March 2024: Rs. 86 lakhs). The weighted average incremental borrowing rate applied to lease liabilities is 8.10% p.a. (31 March 2024: 9.5% p.a).
The Company has opted not to recognise a lease liability for short term leases (leases of expected term of 12 months or less). The Company has taken short term leases with a lease term of 12 months or less and the aggregate amount of operating lease rent debited to statement of profit and loss during the year is Rs. 460 lakhs (31 March 2024: Rs 429 lakhs). [Refer note 39]
As per Indian Accounting Standard-19 'Employee Benefits', the disclosure of Employee benefits as defined in the Standard are given below:
Brief description of the plans:
The Company has various schemes for employee benefits such as provident fund, superannuation and gratuity. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company's defined contribution plans are superannuation, employees state insurance and provident fund as the Company has no further obligation beyond making the contributions. The Company's defined benefit plans consists of gratuity only. The employees of the Company are entitled to compensated absences as per the Company's policy.
The average duration of the defined benefit obligation is 6.03 years as at 31 March, 2025 (31 March, 2024 - 7 years). Contribution expected for next one year is Rs. 22,229,922 (31 March, 2024 - Rs. 22,291,440).
(viii) Sensitivity Analysis:
Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.
These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analysis.
III. Compensated absences
(i) An amount of Rs. 47 lakhs (31 March 2024: Rs 159 lakhs) has been recognised as an expense in the statement of profit and loss account and included in "Salaries, wages and bonus" under Note 37 "Employee benefits expenses".
Risk Exposure - Asset Volatility
The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, there is a risk for the Company that any adverse salary growth or demographic experience or inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature the plan is not subject to any longevity risks.
1. All the above transactions with related parties are net of Goods and Service Tax.
2. The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free. The settlement for these balances occurs through payment. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2025, the Company has not recorded impairment of receivables relating to amounts owed by related parties except as disclosed in note 8 and 18 (31 March 2024: Nil). 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.
Revenue and expenses have been accounted on the basis of their relationship to the operating activities of the segment. Expenses, which related to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Income" and "Unallocable Expenses" respectively. Assets and Liabilities, which related to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets / Liabilities". Inter-segment transfers are accounted for at competitive market prices charged to unaffiliated customers for similar goods.
Domestic Segment includes sales and services rendered to customers in India.
Overseas Segment includes sales and services rendered to customers located outside in India.
C) Other disclosures
1. The Company is currently focused on three business segments : Products, Services and M&R Division. The Company's organisational structure and governance processes are designed to support effective management of multiple businesses while retaining focus on each one of them.
2. The Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable basis.
3. The geographical information considered for disclosure are :
(i) Sales within India
(ii) Sales outside India
4. No single external customer represents 10% or more of the Company's revenue from operations for the year ended 31 March 2025 and 31 March 2024.
I. Fair value hierarchy
The fair values of the financial assets and liabilities are included at the amount 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. This section explains the judgments and estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and,
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
II. Valuation techniques used to determine fair value
The fair values for Security deposits, loan to employees and deposits are based on discounted cash flows using a discount rate determined considering the borrowing rate charged by the bank on the loan facility availed.
During the years mentioned above, there have been no transfers amongst the levels of hierarchy.
The fair values computed above for assets measured at amortised cost are based on discounted cash flows using a current borrowing rate. Further, the management has assessed that fair value of financial instruments approximates their carrying amounts largely due to the short term maturities of these instruments.
Note 51- Financial risk management
The company is exposed primarily to credit quality, fluctuations in foreign currency exchange rates and liquidity management which may adversely impact the fair value of its financial assets and liabilities. The Company has a risk management policy which covers risk associated with the financial assets and liabilities. The risk management policy is approved by the Board of Directors. The focus of the management is to assess the unpredictability of the financial environment and to mitigate potential adverse effect on the financial performance of the Company. The Company's principal financial assets include loans, investments, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds investments in mutual funds and bonds.
A) Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms and obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and credit worthiness of the customer on continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The financial instruments that are subject to concentration of credit risk principally consist of trade receivables, loans, cash and bank balances and bank deposits.
To manage credit risk, the Company follows a policy of advance payment or credit period upto 30 to 120 days to customers based on their credit profile. In case of foreign receivables, majority of the sales are made either against advance payments or by way of letter of credit. The credit limit policy is established considering the current economic trends of the industry in which the company is operating. Also, the trade receivables are monitored on a periodic basis for assessing any significant risk of nonrecoverability of dues and provision for credit impairment is recognised accordingly.
Bank balances are held with only high rated banks and majority of other security deposits are placed majorly with government agencies.
a. Trade receivables
Customer credit risk is managed in accordance with the Company's established policies, procedures, and controls.
An impairment analysis is conducted at each reporting date using a provision matrix based on the transaction date to measure expected credit losses. This calculation incorporates probability-weighted outcomes and considers reasonable and supportable information available at the reporting date, including historical data, current conditions, and forecasts of future economic circumstances. The maximum exposure to credit risk at the reporting date corresponds to the carrying value of each class of financial assets. The Company assesses the concentration of credit risk related to trade receivables as low, given that its customer base is diversified across multiple industries and geographics, with customers operating in largely independent markets.
b. Other Financial assets
The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company evaluates lifetime expected credit losses for all the financial assets for which credit risk has not increased significantly.
The Company has considered financial condition, current economic trends, forward looking macroeconomic information, analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents, bank balances, bank and margin deposits, security deposits and other financial assets. In most of the cases, risk is considered low since the counterparties are reputed organisations with no history of default to the Company and no unfavourable forward looking macroeconomic factors. Wherever applicable, expected credit loss allowance is recorded.
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 maintain optimum levels of liquidity and to ensure that funds are available for use as per requirement. The liquidity risk principally arises from obligations on account of following financial liabilities viz. borrowings, trade payables and other financial liabilities.
The Company's corporate finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
The maturity profile of the Company's financial liabilities based on contractual undiscounted payment at each reporting date is :
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: Foreign currency risk, interest rate risk and price risk. The company's exposure to market risk is primarily on account of foreign currency risk and price risk.
(i) Foreign currency risk
The Company is exposed to foreign exchange risk on their receivables, payables and bank balances which are held in USD, AED, KWD and EUR. The fluctuation in the exchange rate of INR relative to USD, AED, KWD and EUR may have a material impact on the Company's assets and liabilities.
In respect of the foreign currency transactions, the Company believes some of the exposures which is kept open will be offsetted by the corresponding receivables and payables (in the nature of natural hedge). For the remaining unhedged net outstanding amount, the Company believes it will not have material impact on its financial performance/position.
Sensitivity Analysis
The following table demonstrates the sensitivity in USD, EUR, AED and KWD with all other variables held constant. The below impact on the Company's profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:
(ii) Price Risk
The Company is exposed to price risk from its investment in mutual fund and bonds classified in the balance sheet at fair value through profit or loss.
To manage its price risk arising from the investment, the Group has invested in the mutual funds and bonds after considering the risk and return profile of the said investments i.e. the debt profile of the investments indicates that the amount has been invested in creditworthy instruments and equity investment is made after considering the past performance record of the mutual fund.
Note 52 - Capital Management
The Company's objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits to other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders.
The Company monitors its capital by using gearing ratio, which is net debt divided by total equity. Net debt includes interest bearing loans, lease liabilities, interest payable net off cash and cash equivalents. Total equity comprises of Equity share capital, General reserve, Capital redemption reserve and Retained earnings.
(a) Prior to the merger of erstwhile Ador Fontech Limited (ADFL) with Ador Welding Limited (AWL) both entities declared and paid following interim dividends to their respective shareholders for the year ended 31 March 2024 :
(i) AWL declared an interim dividend of Rs. 18.50 per share for each fully paid up share.
(ii) ADFL declared an interim dividend of Rs. 6.00 per share for each fully paid up share.
These interim dividends were declared and paid prior to the effective date of the merger and were recognized in the separate financial statements of AWL and ADFL.
Note 55 - Revenue expenditure incurred during the year on research and development amounts to Rs. 888 lakhs (31 March 2024: Rs. 660 lakhs) (including depreciation Rs. 34 lakhs (31 March 2024: Rs. 30 lakhs) and capital expenditure thereof amounts to Rs. 43 lakhs (31 March 2024: Rs. 109 lakhs).
Note 56
(i) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries'), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries.
(ii) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties'), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 57- Revenue from contracts with customers: Ind AS 115
The Company is engaged in providing welding Products Technologies and Services, maintenance & reclamation related products and services and customized solutions for multi-disciplinary projects and contracts related to refineries, oil and gas, petrochemicals, fertilizers, steel plants, pharma, water and other chemical process industries. Trade receivables are non-interest bearing and generally on terms of 30 to 120 days.
The Company determines revenue recognition through the following steps:
1. Identification of the contract, or contracts, with a customer.
2. Identification of the performance obligations in the contract.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations in the contract.
5. Recognition of revenue when, or as, we satisfy a performance obligation.
a) Disaggregated revenue information
The Company has three reportable segments of its business :
(i) Products Division
(ii) Services Division
(iii) Maintenance and Reclamation Division (M & R)
(ii) Significant changes in the contract assets and the contract liabilities balances during the year are as follows:
1. The significant changes in contract Assets includes contracts for which invoicing/provision has been done/ created during the year for an amount of Rs. 114 lakhs (31 March 2024: Rs. Nil lakhs).
2. The significant changes in contract liabilities includes customer and distributors advance during the year increased by Rs. 57 lakhs (31 March 2024 decreased by Rs. 97 lakhs).
Note 60- Corporate Social Responsibility :
The Company has formed a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies Act, 2013. The Company was required to spend Rs. 179.42 lakhs as per Section 135(5). However, the Company has spent Rs. 181.26 lakhs on the activities mentioned in Schedule VII to the Companies Act, 2013. The Company had spent Rs. 1.84 lakh excess in the current financial year (FY 2024-25) and hence eligible for set off, against next financial year obligation.
(vii) Details of related party transactions:
During the current year, Company has not entered into any related party transaction with respect to CSR expenditure.
(viii) During the year, the Company has not required to make any provision with respect to a liability incurred by entering into a contractual obligation.
Note 61 - Scheme of Arrangement
The Company had filed Draft Composite Scheme of Arrangement on 20th June 2022 with BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017 ("SEBI Circular"). The Scheme inter alia includes amalgamation of Ador Fontech Limited (into the business of Maintenance & Reclamation) with Ador Welding Limited. Further, the meetings of the equity shareholders of AWL and ADFL, as directed by NCLT, were held on 10 August 2023 and 30 October, 2023 respectively and the Shareholders of both the Companies approved the Scheme of Amalgamation by requisite majority.
The Scheme for merger of ADFL with the Company has been approved by the National Company Law Tribunal (NCLT), Mumbai Bench under Section 230 to Section 232 of Chapter XV of the Companies Act, 2013 on 20 August 2024 (received on 3 September 2024), the Scheme has become effective on September 25, 2024 (date of filing with Registrar of Companies) from appointed date i.e., 1 April 2022. The merger has been accounted under the 'pooling of interests' method in accordance with Appendix C of Ind AS 103 'Business Combinations' and comparatives have been restated for merger as detailed in Tables 1, 2 and 3 below.
In accordance with the Scheme, the shares issued by ADFL to its shareholders has been cancelled in the current financial year and 38,04,348 equity shares has been allotted to existing shareholders in current financial year (based on record date fixed by Board of Directors). The swap ratio of 46:5 i.e. for every 46 equity shares of ADFL, 5 equity shares of AWL was issued.
The difference, between the book value of the assets of ADFL and the aggregate of: (a) the book value of liabilities of ADFL vested in the Company pursuant to the Scheme; and (b) the book value of the reserves of ADFL vested in the Company pursuant to the Scheme, recorded as capital reserve. Upon the Scheme becoming effective and with effect from the appointed date, the authorized share capital of ADFL shall stand transferred to and be merged/amalgamated with the authorised share capital of the Company. Consequently, authorised share capital of the Company enhanced to Rs. 4,300 lakhs (divided into 4,30,00,000 equity shares of Rs. 10 each).
Note 63 - The Company has registered all charges or satisfaction with Registrar of Companies during current year and previous year .
Note 64 - During the current year and previous year, the Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
Note 65 - The Board has recommended a final dividend for the financial year 2024-25 @ Rs. 20 per share, i.e. 200% of the face value of Rs.10 each.
Note 66 - The Company evaluated subsequent events from the balance sheet date to 06 May 2025, the date at which the financial statement were available to be issued and determined that there are no such item to report.
Note 67 - The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
a) Other than Maintenance & Reclamation Division: In previous year, the Company as part of its internal review pursuant to MCA notification on audit trail commenced reviewing audit trail and its related requirements. The Company was assured by its accounting software provider that its accounting software is compliant with MCA notification on audit trail, which was further substantiated by related documentation shared by the accounting software provider. However, to ensure compliance, the Company commenced its internal review in previous year and identified that audit trail (edit logs) were getting purged after 30 days. Accordingly, the Company immediately took corrective action with effect from June 2023 and related audit trail (edit logs) were retained after 24 June 2023.
b) Maintenance & Reclamation Division (M&R): The accounting software used by a M&R division of the Company (erstwhile fellow subsidiary of the Company merged pursuant to a Scheme of Amalgamation effective 01 April 2022), for maintaining its books of accounts during the year ended 31 March 2025, has a feature of recording audit trail (edit log) facility, but the audit trail feature was not enabled throughout the year. The management as part of internal alignment and consolidating its operations in one accounting software, has migrated operations of entire division to accounting software used by other divisions from April 1, 2025.
Note 68
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
iv) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of layers) Rules, 2017.
v) The Company is not declared wilful defaulter by any bank or financial institution or other lender during the year.
vi) The Company does not have any loan or advance in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), except loan given to 3D Future Technologies Private Limited (Wholly owned subsidiary), either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying the any terms or period of repayment.
Note 69 - Amounts below Rs 0.50 lakh have been rounded off.
Note 70 - The figures for the previous year have been regrouped / rearranged wherever necessary to confirm to the current year's classification. Further previous year figures are restated pursuant to merger of fellow subsidiary company (refer note 61).
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