p. Provisions, Contingent Liabilities and Contingent Assets
Provisions
Provisions represent liabilities for which the amount or timing is
uncertain. Provisions are recognized when the Company has a
present obligation (legal or constructive), as a result of a past
events, and it is probable that an outflow of resources will be
required to settle such an obligation and the amount can be
estimated reliably. If the effect of the time value of money is
material, provisions are determined by discounting the
expected future cash flows to net present value using an
appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where
appropriate, the risks specific to the liability. Unwinding of the
discount is recognized in statement of profit and loss as a
finance cost. Provisions are reviewed at each reporting date and
are adjusted to reflect the current best estimate.
Contingent Liabilities
Contingent liabilities are possible obligation that arises from
past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future
events beyond the control of the Company or a present
obligation that arises from past events is not recognized
because it is not probable that an outflow of resources will be
required to settle the obligation. Contingent Liabilities are not
recognized but disclosed in the financial statements when the
possibility of an outflow of resources embodying economic
benefits is more.
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 realization of
income is virtually certain, then the related asset is not a
contingent asset and is recognised.
q. Earnings per share
Basic EPS is calculated by dividing the profit or loss attributable
to equity shareholders of the Company by the weighted average
number of equity shares outstanding during the period. The
weighted average number of equity shares outstanding during
the period and for all periods presented is adjusted for events,
such as bonus shares, other than the conversion of potential
equity shares that have changed the number of equity shares
outstanding, without a corresponding change in resources.
Partly paidup shares are included as fully paid equivalents
accordingtothefraction paid-up.
Diluted earnings per share are computed by dividing the profit
after tax as adjusted for dividend, interest and other charges to
expense or income (net of any attributable taxes) relating to the
dilutive potential equity shares considered for deriving basic
earnings per share and the weighted average number of equity
shares which could have been issued on conversion of all
dilutive potential equity shares.
r. Dividends
Dividends paid are recognised in the period in which the
dividends are approved by the Board of Directors, or in respect
of the final dividend when approved by shareholders and is
recognised directly in other equity.
s. Segment Reporting
Operating segment is reported in a manner consistent with the
internal reporting provided to Chief Operating Decision Maker
(CODM). The accounting policies adopted for segment
reporting are in conformity with the accounting policies
adopted for the Company. Inter-segment revenues have been
accounted for based on prices normally negotiated between
the segments with reference to the costs, market prices and
business risks, within an overall optimization objective for the
Company. Revenue and expenses are identified with segments
on the basis of their relationship to the operating activities of
the segment. Revenue and expenses, which relate to the
Company as a whole and are not allocable to segments on a
reasonable basis, will be included under "Unallocated/Others".
t. Exceptional items
Exceptional items are those items that management considers,
by virtue of their size or incidence should be disclosed
separately to ensure that the financial information allows an
understanding of the underlying performance of the business in
the year, so as to facilitate comparison with prior periods. Such
items are material by nature or amount to the year's result and
require separate disclosure in accordance with Ind AS.
u. Key Accounting Estimates and Judgments
The preparation of the financial statements in conformity with
Ind AS requires management to make judgements, estimates
and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income,
expenses, and disclosures of contingent assets and liabilities at
the date of the financial statements and the results of
operations during the reporting period end. Although these
estimates are based upon management's best knowledge of
current events and actions, actual results could differ from
these estimates.
Estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised and in any
future periods affected.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed in the
paragraphs that follow.
(i) Useful EconomicLivesand ImpairmentofOther Assets
The estimated useful life of property, plant and equipment
(PPE) and intangible asset is based on a number of factors
including the effects of obsolescence, usage of the asset and
other economic factors (such as known technological
advances).
The Company reviews the useful life of PPE and intangibles at
the end of each reporting date and any changes could affect the
depreciation rates prospectively.
The Company also reviews its property, plant and equipment for
possible impairment if there are events or changes in
circumstances that indicate that the carrying value of the assets
may not be recoverable. In assessing the property, plant and
equipment for impairment, factors leading to significant
reduction in profits, such as the Company's business plans and
changes in regulatory environment are taken into
consideration.
(ii) Contingencies and Commitments
In the normal course of business, contingent liabilities may arise
from litigation, taxation and other claims against the Company.
Where an outflow of funds is believed to be probable and a
reliable estimate of the outcome of the dispute can be made
based on management's assessment of specific circumstances
of each dispute and relevant external advice, management
provides for its best estimate of the liability. Such liabilities are
disclosed in the notes but are not provided for in the financial
statements.
Although there can be no assurance regarding the final
outcome of the legal proceedings, the Company does not
expect them to have a materially adverse impact on the
Company's financial position or profitability.
(iii) Actuarial Valuation
The determination of Company's liability towards defined
benefit obligation to employees is made through independent
actuarial valuation including determination of amounts to be
recognized in the Statement of Profit and Loss and in Other
Comprehensive Income. Such valuation depend on
assumptions determined after taking into account inflation,
seniority, promotion and other relevant factors such as supply
and demand factors in the employment market.
(iv) Fair Value Measurements and Valuation Processes
Some of the Company's assets and liabilities are measured at
fair value for financial reporting purposes. In estimating the fair
value of an asset or a liability, the Company uses market-
observable data to the extent it is available. Where Level 1
inputs are not available, the Company engages third party
valuers, where required, to perform the valuation. Information
about the valuation techniques and inputs used in determining
the fair value of various assets and liabilities are disclosed in the
notes tothefinancial statements.
(v) Recognition of Deferred Tax Assets For Carried Forward Tax
Losses
The extent to which deferred tax assets can be recognised is
based on an assessment of the probability of the Company's
future taxable income against which the deferred tax assets can
be utilised. In addition, significant judgement is required in
assessing the impact of any legal or economic limits.
(vi) Assessment of Impairment of investments in subsidiaries
The Company reviews its carrying value of investments in
subsidiaries, associates and joint ventures annually, or more
frequently when there is indication for impairment.
If the recoverable amount is less than its carrying amount, the
impairment loss is accounted for. Determining whether the
investment in subsidiaries, associates and joint ventures is
impaired requires an estimate in the value in use of
investments. The Management carries out impairment
assessment for each investment by comparing the carrying
value of each investment with the net worth of each company
based on audited financials, comparable market price and
comparing the performance of the investee companies with
projections used for valuations, in particular those relating to
the cash flows, sales growth rate, pre-tax discount rate and
growth rates used and approved business plans.
(ii) During the Year, the Company had entered into a Shares Purchase Agreement (SPA) with existing shareholders of Eloise Builders & Constructions Private Limited (EBCPL), situated
in New Delhi for the acquisition of 100% of the share capital. On completion of the condition precedent to SPA, EBCPL has become wholly owned subsidiary of the Company w.e.f.
25 February 2025. The acquisition was carried out for a purchase consideration of ' 73.00 Cr.Based on guidance on definition of business under lnd AS 103, Management has
classified the above acquisitions as asset acquisitions.
(iii) During the year, The Board of Directors of the company in its meeting held on 28 May 2025 have approved a Scheme of Merger by Absorption ('Scheme') of lmpex Metal & Ferro
Alloys Limited ( Impex) and Maithan Alloys Limited (MAL) under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013.The Scheme
provides for the merger of Impex into MAL. The Scheme is conditional upon and subject to necessary statutory and regulatory applications and approvals under applicable laws,
including the jurisdictional National Company Law Tribunal.
(iv) During the Year, Dadhichi Rail And Defence Operations Limited, a wholly owned subsidiary having its registered office at Kolkata in the State of West Bengal has been incorporated
on 20 July 2024 with the objects to manufacture specialized parts for railway, tramway, locomotives or of rolling stock and to manufacture and deal in goods and products used in
defence sector & also engaged in Real Estate Business.
(v) During the Year, the Company has made investment of ' 8 Cr. in the 1% Non-Cummulative, Non-Convertible Preference Share (NCPS) of ' 10/- each of Maithan Ferrous Private
Limited ("Subsidiary") which are redeemable at par at any time at the option of the Maithan Ferrous Private Limited, but not later than ten years from the date of allotment i.e. 16
April 2024. The NCPS shall carry the voting right as prescribed under the provision of Companies Act, 2013.
(vi) During the Year, The company has entered into a partnership in Maiuni Ventures LLP wherein it holds a 99.99% share. As at 31 March 2025, no capital contribution or other
payment has been made by the company towards Maiuni Ventures LLP
(vii) During the Financial Year 2023-24, the Company had made investment of ' 20 Cr. in the 1% Non-Cummulative, Non-Convertible Preference Share (NCPS) of ' 10/- each of
Maithan Ferrous Private Limited ("Subsidiary") which are redeemable at par at any time at the option of the Maithan Ferrous Private Limited, but not later than ten years from the
date of allotment i.e. 8 January 2024. The NCPS shall carry the voting right as prescribed under the provision of Companies Act, 2013.
(viii) During the Financial Year 2023-24, the investment in AXL-Exploration Private Limited, has been tested for impairment by the management and accordingly an amount of Rs. 6.41
Cr. had been provided for as impairment and is part of other expenses.
(ix) During the Financial Year 2023-24, Impex Metal & Ferro Alloys Limited ("wholly owned subsidiary of Maithan Alloys Limited") had closedown its production w.e.f. 1 May 2023 due
to a steep increase in power tariff. Based on the detailed assessment, the fair value less costs to sell is higher than the carrying amount and hence there is no impairment at the
reporting date.
(x) The Company had entered into a Shares Purchase Agreement (SPA) with existing shareholders of Goldtree Impex Private Limited, situated in the state of West Bengal for the
acquisition of 80% of the share capital . On completion of the condition precedent to SPA, Goldtree Impex Private Limited has became subsidiary of the Company w.e.f. 12 May
2025 i.e. after the reporting period but before the approval of the Financial Statements.
(Refer Note 50 for information about fair value measurement and Note 48 for credit risk and market risk of investments)
(Refer Note 53 for Related party transactions).
Note:
(i) In determining allowances for credit losses of trade receivables, the Company has used the practical expedient by computing the expected credit loss allowance based on a
provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is
based on ageing of the receivables and rates used in the provision matrix
(ii) Trade Receivables have been hypothecated as security against bank borrowings of the Company (Refer note 28).
(iii) There are no debts 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.
(iv) The Company considers its maximum exposure to credit risk with respect to customers as at 31 March 2025 to be ' 145.40 Cr. (31 March 2024: ' 387.61 Cr.), which is the carrying
value of trade receivables after allowance for credit loss
(v) The Company exposure to customer is diversified and only four customers contribute more than 10% of the outstanding receivable for an amount ' 98.46 Cr. as at 31 March 2025
(three customers contribute more than 10% of the outstanding receivable for an amount ' 239.93 Cr. as at 31 March 2024)
( Refer Note 48 for credit risk of trade receivables.)
(ii) The description of the nature and purpose of each reserve within equity is as follows:
Capital Reserve1
This reserve represents the difference between value of the net assets transferred and consideration paid for such assets in the course of amalgamation and also relates to forfeiture of
shares.
Capital Reserve on Demerger1
This reserve represents the aggregate of excess assets over liabilities amounting to ' 45.44 Cr. relating to the Real Estate and Ancillary Business of Ma Kalyaneshwari Holdings Private
Limited was transferred to Anjaney Land Assets Private Limited and the cancellation of the equity shares held by Ma Kalyaneshwari Holdings Private Limited in the paid-up capital of
Anjaney Land Assets Private Limited was debited to Capital Reserve ("Capital Reserve due to Demerger") w.e.f. 1 January 2024, being the Appointed date as per the NCLT Order. As a
result of this demerger a Capital Reserve having a debit balance of ' 45.44 Cr. was created in Ma Kalyaneshwari Holdings Private Limited on 1 January 2024. Upon amalgamation of Ma
Kalyaneshwari Holdings Private Limited with Maithan Alloys Limited, this reserve has been transferred to Maithan Alloys Limited.
Capital Reserve ( Amalgamation adjustment deficit account)1
Upon Amalgamation of Ma Kalyaneshwari Holdings Private Limited with Maithan Alloys Limited, the difference between the asset, liabilities, reserves including amalgamation
adjustment account are recorded as Capital Reserve (Amalgamation adjustment deficit account) having debit balance of ' 1,440.32 Cr. in the books of the Company.
Securities Premium1
This reserve represents the premium on issue of shares and can be utilized in accordance with the provisions of the Companies Act, 2013.
Statutory Reserve Fund1
Statutory Reserve represents the Reserve Fund created under Section 45 IC of the Reserve Bank of India Act, 1934. Accordingly an amount representing 20% of Profit for the period is
transferred to the fund. Upon amalgamation of Ma Kalyaneshwari Holdings Private Limited with Maithan Alloys Limited, this reserve has been transferred to Maithan Alloys Limited.
Amalgamation Adjustment Reserve1
Upon amalgamation of Ma Kalyaneshwari Holdings Private Limited with Maithan Alloys Limited, this reserve has been transferred to Maithan Alloys Limited. This reserve is the
corresponding debit balance of the statutory reserves of the transferor companies which was recorded in the Books of Ma Kalyaneshwari Holdings Private Limited.
Retained Earnings1
This reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit obligations. This reserve can be utilized in accordance with the provisions
of the Companies Act, 2013.
Other items of other comprehensive income1
Other items of other comprehensive income consist of re-measurement of net defined benefit liability.
Equity Instruments through Other Comprehensive Income1
This reserve represents the cumulative gains (net of losses) arising on the revaluation of equity instruments measured at fair value through Other Comprehensive Income, net of tax. The
same shall be transferred to retained earnings when those instruments are disposed off.
The defined benefit plans expose the Group to a number of actuarial risks as below:
(a) Interest Risk : A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the value of plan’s debt investments.
(b) Salary risk : The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan
participants will increase the plan’s liability.
(c) Longevity risk: The present value of the defined benefit plan 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.
(d) Inflation risk: Some of the Group’s Pension obligations are linked to inflation, and higher inflation will lead to higher liabilities although, in most cases, caps on the level of
inflationary increases are in place to protect the plan against extreme inflation.
(iii) Leave Encashment
The liabilities for leave encashment are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are
therefore measured as the present value of the expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the
Projected Unit Credit Method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of related obligation.
Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in Other Comprehensive Income.
48. Financial Risk Management
The Company has a system-based approach to risk management, anchored to policies & procedures and internal financial controls aimed at ensuring early identification, evaluation and
management of key financial risks (such as market risk, credit risk and liquidity risk) that may arise as a consequence of its business operations as well as its investing and financing
activities. Accordingly, the Company’s risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a
disciplined and consistent manner and in compliance with applicable regulations. It also seeks to drive accountability in this regard.
The Company's financial liabilities includes Borrowings, Trade Payables and Other Financial Liabilities. The main purpose of these financial liabilities is to finance the Company's
operations. The Company's principal financial assets include Investment, Trade Receivables, Cash and Cash Equivalents and Other Financial Assets that are derived directly from its
operations.
(a) Market Risk
(i) Commodity Price Risk
Alloy industry being cyclical in nature, realisations gets adversely affected during downturn. Higher input prices or higher production than the demand ultimately affects the profitability.
The Company has mitigated this risk by well integrated business model.
(ii) Price Risk
The Company's exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet either at fair value through other comprehensive
income or at fair value through profit and loss. Having regard to the nature of securities, intrinsic worth, intent and long term nature of securities held by the Company, fluctuation in their
prices are considered acceptable and do not warrant any management.
(iii) Interest Rate Risk
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 interest rates. The Company's exposure
to the risk of changes in the market interest rates relates primarily to the Company's borrowings obligations with floating interest rates. The borrowings of the Company are
principally denominated in Indian Rupees linked to MCLR with floating rates of interest. The Company invests surplus funds in Short-Term Deposits and Mutual Funds, some of
which generate a tax-free return, to achieve the Company’s goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.
(iv) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure 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 foreign currency denominated Borrowings, Creditors and Debtors. This foreign currency risk is
covered by using foreign exchange forward contracts.
Since the Company has both imports as well as exports (exports are more than imports) the currency fluctuation risk is largely mitigated by matching the export inflows with
import outflows. Surplus exports are hedged using simple forward exchange contracts depending on the market conditions.
The hedge mechanisms are reviewed periodically to ensure that the risk from fluctuating currency rates is appropriately managed. The following analysis is based on the gross
exposure as at the reporting date which could affect the Profit or Loss. The exposure summarised below is mitigated by some of the derivative contracts entered into by the
Company as disclosed under the section on “Derivative financial instruments". The Company does not hold derivative financial instruments for speculative purposes.
(b) Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only
dealing with creditworthy counterparties, where appropriate, as a means of mitigating the risk of financial loss from defaults. Credit risk on receivables is limited as almost all
domestic sales are against advance payment or letters of credit (except sale made to PSU's) and export sales are on the basis of documents against payment or letters of
credit.
Financial instruments and cash deposits Credit risk from balances with banks and investments is managed by the Company’s finance department in accordance with the
Company’s policy. Investments of surplus fund in portfolio management services, mutual funds, alternate investment funds and direct equity are made only with approved
counterparties and within credit limits assigned to each counterparty, if any. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Company’s Board of Directors. The limits are set to minimise the concentration of risks and therefore
mitigate financial loss through counterparty’s potential failure to make payments. Balances with banks and deposits are placed only with highly rated banks/financial
institution.
i) Financial Instruments and Deposits
For current investments, counterparty limits are in place to limit the amount of credit exposure to any one counterparty. This, therefore, results in diversification of credit risk
for the Company's mutual fund investments.
With respect to the Company's investing activities, counter parties are shortlisted and exposure limits determined on the basis of their credit rating (by independent agencies),
financial statements and other relevant information. Taking into account the experience of the Company over time, the counter party risk attached to such assets is considered
to be insignificant.
ii) Trade Receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management.
Trade receivables are non-interest bearing and are generally carrying 30 days credit terms. Outstanding customer receivables are regularly monitored. The Company has no
concentration of credit risk as the customer base is widely distributed both economically and geographically.
The risk related to trade receivable is presented in note no. 16.
The credit quality of the Company’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The Company uses
simplified approach for impairment of financial assets. If credit risk has not increased significantly, 12-month expected credit loss is used to provide for impairment loss.
However, if credit risk has increased significantly, lifetime expected credit loss is used. The solvency of the debtor and their ability to repay the receivable is considered in
assessing receivables for impairment. Where receivables have been impaired, the Company actively seeks to recover the amounts in question and enforce compliance with
credit terms.
(c) Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial
asset.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed
credit facilities to meet obligations when due. Due to the nature of the underlying business, the Company maintains sufficient cash and liquid investments available to meet its
obligation.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of
expected cash flows. The management also considers the cash flow projections and level of liquid assets necessary to meet these on a regular basis.
(i) Financing Arrangements
The Company had access to the following undrawn funding facilities at the end of the reporting period:
(49) Capital Management
The Company's objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and
provide adequate return to shareholders through continuing growth. The Company's overall strategy remains unchanged from previous yearThe Company's capital
management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company. The Company sets the amount of
capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.The funding requirements are met
through a mixture of equity, internal fund generation and borrowings. The Company's policy is to use current and non-current borrowings to meet anticipated funding
requirements.
The Company monitors capital on the basis of the net debt to equity ratio which is net debt divided by total equity . The Company is not subject to any externally imposed capital
requirements. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or
issue new shares .
(i) Fair Value Hierarchy
This section explains the judgements 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 Company has classified its financial instruments into the three levels prescribed under the accounting standards.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices as at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market 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 is not based on observable market data, the instrument is included in level 3.
(ii) Valuation Methodology
Specific valuation techniques used to value financial instruments include:
• the fair value of investment in quoted equity shares, mutual funds and Non convertible debenture is measured at quoted price or NAV
• the fair value of investment in unquoted equity shares of National Stock Exchange (NSE) is measured by PORI Method which is corroborated using CCM Method.
• the fair value of investment in unquoted equity shares other than National Stock Exchange (NSE) is measured by using Discounting Cash Flow (DCF) Method under
market approach.
• the fair value of level 3 instruments is valued using inputs based on information about market participants assumptions and other data that are available.
• the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
• All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.
The Company assessed that fair value of trade receivables, cash and cash equivalent, bank balances, loans, trade payable and other financial assets and liabilities except
derivative financial instruments approximate their carrying amounts largely due to the short term maturities of these instruments. The Company’s borrowings have been
contracted at market rates of interest. Accordingly, the carrying value of such borrowings approximate fair value.
(iv) Significant Estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of
methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the
impact of changes to these assumptions see (ii) above.
(55) Contingent Liabilities and Commitments
In the ordinary course of business, the Company faces claims and assertions by various parties. The Company assesses such claims and assertions and monitors the legal
environment on an ongoing basis, with the assistance of external legal counsel, wherever necessary. The Company records a liability for any claims where a potential loss is
probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible but not probable,
the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.
The following is a description of claims and assertions where a potential loss is possible, but not probable. The Company believes that none of the contingencies described
below would have a material adverse effect on the Company's financial condition, results of operations or cash flow.
(56) Composite Scheme of Arrangement
The Board of Directors of Maithan Alloys Limited (“Company" or “MAL" or “Transferee Company"), at its meeting held on 5 May 2021 had considered and approved the
Composite Scheme of Arrangement ("Scheme") amongst Ma Kalyaneshwari Holdings Private Limited ("MKH" or "Demerged Company" or "Transferor Company") and Anjaney
Land Assets Private Limited ("ALAPL" or "Resulting Company") and the Company and their respective shareholders and creditors under Sections 230 to 232 read with Section
66 and other applicable provisions of the Companies Act, 2013. Subsequently the Board of Directors of the Company at its meeting held on 11 November 2021 had modified
the Scheme to fix the Appointed Date' of the Scheme as 1 November 2021 and related consequential changes thereof.
Hon’ble National Company Law Tribunal, Kolkata Bench, (Hon’ble NCLT) vide its Order dated 1 February 2024 had approved the said Scheme with the Appointed Date’ as 1
January 2024. Consequent upon filing of the said Scheme with Registrar of Companies, West Bengal, the Scheme had become effective from 8 March 2024 with an Appointed
Date’ i.e., 1 January 2024 in terms of the Order of Hon’ble NCLT. Accordingly, the effect of the scheme which is a common control transaction had been taken in the books of the
Company.
Upon the scheme coming into effect, assets and liabilities relating to the Real Estate and Ancillary Business of MKH demerged into ALAPL (“Part II of the Scheme"). The
aggregate of excess assets over liabilities amounting to ' 45.44 Cr. relating to the Real Estate and Ancillary Business of MKH was transferred to ALAPL and the cancellation of
the equity shares held by MKH in the paid-up capital of ALAPL was debited to Capital Reserve (“Capital Reserve due to Demerger") w.e.f. 1 January 2024, being the Appointed
date as per the NCLT Order. As a result of this demerger a Capital Reserve having a debit balance of ' 45.44 Cr. was created in MKH on 1 January 2024.
Post Demerger the remaining business undertaking of MKH is amalgamated with MAL (“Part III of the Scheme") and recorded for in the books of account of MAL as per “Pooling
of Interest Method" as described in Appendix C of Indian Accounting Standard (Ind AS) 103- “Business Combinations" prescribed under Section 133 of the Companies Act
2013 read with relevant rules thereunder.
The Company had issued and allotted 1,72,70,176 fully paid-up equity shares of the face value of ' 10/- each in the proportion of the number of equity shares held by the
shareholders of Transferor Company in the Transferor Company during the FY 2024-25
Further, pursuant to the Scheme existing shares of the Company held by the Transferor Company i.e. 1,72,70,176 fully paid-up equity shares of ' 10/- each, were
cancelled/extinguished."
Upon Amalgamation, the difference between the asset, liabilities, reserves including amalgamation adjustment account are recorded as Capital Reserve ( Amalgamation
adjustment deficit account) having debit balance of ' 1,440.32 Cr. in the books of the Company.
(57) ADDITIONAL REGULATORY DISCLOSURES AS PER SCHEDULE III OF COMPANIES ACT, 2013 :
i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) There are no transactions with the Companies whose name are struck off under Section 248 of The Companies Act, 2013 or Section 560 of the Companies Act, 1956
during the year ended 31 March 2025.
iii) All applicable cases where registration of charges or satisfaction is required to be filed with Registrar of Companies have been filed. No registration or satisfaction is
pending at the year ended 31 March 2025.
iv) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with Companies (Restriction on
number of Layers) Rules, 2017.
v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that
the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary
vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding 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 beneficiary.
vii) The Company has not operated in any crypto currency or Virtual Currency transactions.
viii) During the year the Company has not disclosed or surrendered, any income other than the income recognised in the books of accounts in the tax assessments under
Income Tax Act, 1961.
(iv) Details of investments:
Particulars of investments as required as per Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186(4) of
the Companies Act, 2013 have been disclosed in Note No. 8
(59) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September
2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/
interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the
Code becomes effective.
(60) The Company has used accounting software including payroll accounting software for maintaining its books of account for the financial year ended 31 March 2025
which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the accounting
software, except in respect of the accounting software, the audit trail feature was enabled at the database level from 14 May 2024 and in respect of the payroll
accounting software, the audit trail feature was not enabled at the database level throughout the year. Further, there is no instance of audit trail feature being tampered
with that was noted in respect of accounting software including payroll accounting software. Additionally, the audit trail has been preserved by the Company as per the
statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
(61) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued
from time to time. During the year ended 31 March 2025, MCA has notified Ind AS 117 - Insurance Contracts and amendments to Ind As 116 - Leases, relating to sale
and lease back transactions, applicable from 1 April 2024. The Company has assessed that there is no significant impact on its financial statements. On 9 May 2025,
MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency
exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after 1
April 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.
(62) (i) The figures appearing in financial statements has been rounded off to the nearest Crore (Cr.), as required by general instruction for preparation of financial
statements in Division II of Schedule III of the Companies Act, 2013.
(ii) "0.00" represent the figure below '50,000 because of rounding off the figures in Crore.
(63) The financial statement for the year ended 31 March 2025 were approved by the Board of Directors on 28 May 2025.
(64) Figures for the previous period/year have been regrouped and / or reclassified to conform to the classification of current period/year’s figures, wherever necessary.
The accompanying notes 1 to 64 are an integral part of the financial statements.
In terms of our report attached
For Singhi & C0. For and on behalf of the Board of Directors
Chartered Accountants
FRN-: 302049E S. C. Agarwalla Subodh Agarwalla
Chairman & Managing Director Whole-time Director & CEO
Shrenik Mehta DIN: 00088384 DIN: 00339855
Partner
Membership No.: 063769
Sudhanshu Agarwalla Rajesh K. Shah
Place: Kolkata President & CFO Company Secretary
Date: 28 May 2025
1
Refer note 56
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