(k) Provisions and Contingencies Provisions
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.The amount recognised as provision are determined based on best estimate of the amount required to settle the obligation at the balance sheet date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.
Contingent Liabilities & Contingent Assets
A contingent liability is a 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 is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
Contingent assets are not recognized in the financial statements. If the inflow of economic benefits is probable, then it is disclosed in the financial statements.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
(l) Employee Benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The liabilities for compensated absences that are not expected to be settled wholly within 12 months are measured as the present value of 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. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have any unconditional right to defer settlement for at least 12 months after the end of the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations
The Company operates the following post-employment schemes:
(a) defined benefit plans such as gratuity and
(b) defined contribution plans such as superannuation scheme, provident fund.
Gratuity Obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income.
Defined Contribution plans
Defined Contribution Plans such as superannuation scheme, provident fund are charged to the statement of profit and loss as an expense, when an employee renders the related services. If the contribution payable to scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset.
(m) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operational decision maker monitors the operating results of its business Segments separately for the purpose of making decision about the resources allocation and performance assessment. Segment performance is evaluated based on the profit or loss and is measured consistently with profit or loss in the financial statements. The operating segments have been identified on the basis of the nature of products/ services.
(n) Cash and Cash Equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(o) Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
(p) Earnings Per Share Basic earnings per share
Basic earnings per share are calculated by dividing:
• the profit attributable to owners of the Company.
• by the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
(q) Non-current assets held for sale
The Company classifies non-current assets as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Such non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Any expected loss is recognised immediately in the Statement of Profit and Loss.
The criteria for “held for sale” classification is regarded as met only when the sale is highly probable i.e. an active program to locate a buyer to complete the plan has been initiated and the asset is available for immediate sale in its present condition and the assets must have actively marketed for sale at a price that is reasonable in relation to its current fair value. Actions required to complete the sale should indicate that it is unlikely that significant changes to that plan to sale these assets will be made. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet.
(r) Dividend distribution to equity shareholders
Dividend distributed to Equity shareholders is recognised as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.
Final dividend on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
(s) Foreign currencies
The financial statements are presented in Indian rupee (Rs.), which is Company's functional and presentation currency.
Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction dates. Realised gains and losses on settlement of foreign currency transactions are recognised in the statement of profit and loss.
Monetary foreign currency assets and liabilities at the year-end are translated at the year-end exchange rates and the resultant exchange differences are recognised in the statement of profit and loss.
(t) Revenue Recognition
The Company mainly deals in manufacture of special alloy steel/ stainless steel, billets, bars, rods, wire rods, EOT cranes, material handling equipment, other industrial machinery, rendering of comprehensive engineering services and contruction/engineering services.
Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which Company expects to receive in exchange for those products or services.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government.
Revenue from sale of products and services is recognised at a time when the performance obligation is satisfied except Revenue from Engineering Contracts where in revenue is recognized over the time from the financial year in which the agreement to sell (containing salient terms of agreement to sell) is executed. The period over which revenue is recognised is based on entity's right to payment for performance completed.
In determining whether Company has right to payment, the Company shall consider whether it would have an enforceable right to demand or retain payment for performance completed to date if the contract were to be terminated before completion for reasons other than Company's failure to perform as per the terms of the contract.
The revenue recognition of Engineering Contracts under progress requires forecasts to be made of total budgeted costs with the outcomes of underlying contracts, which further require assessments and judgements to be made on changes in scope of work and other payments to the extent they are probable and they are capable of being reliably measured. However, where the total project cost is estimated to exceed total revenues from the project, the loss is recognized immediately in the Statement of Profit and Loss.
Revenue from Engineering Contracts where the performance obligations are satisfied over time and where there is no uncertainty as to measurement or collectability of consideration, is recognized as per the percentage of completion method. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Revenues in excess of invoicing are classified as contract assets (which is referred to as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which is referred to as unearned revenues). The billing schedules agreed with customers include periodic performance based payments and / or milestone based progress payments. Invoices are payable within contractually agreed credit period.
Engineering Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation or transaction price of an existing obligation could undergo a change. In the event, transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:
1. The customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs; or
2. The Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
3. The Company's performance does not create an asset with an alternative use to the Company and Company has an enforceable right to payment for performance completed to date.
In case of performance obligations, where any of the above conditions is not met, revenue is recognised at the point in time at which the performance obligation is satisfied.
Export incentives
Export Incentives under various schemes are accounted in the year of export.
Interest Income :
Interest income accrues on a time proportion basis, by reference to the principal outstanding and the effective interest rate applicable.
Dividend Income:
Dividend income from investments is recognised when the shareholder's right to receive the payment has been established.
(u) Exceptional Items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. These are material items of income or expense that have to be shown separately due to the significance of their nature or amount.
(v) Events after the reporting period
Adjusting events are events that provide further evidence of conditions that existed at the end of the reporting period. The financial statements are adjusted for such events before authorisation for issue.
Non-adjusting events are events that are indicative of conditions that arose after the end of the reporting period. Non-adjusting events after the reporting date are not accounted but disclosed.
(w) Significant accounting estimates, judgements and assumptions
The preparation of the Company's financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected.
In the process of applying the Company's accounting policies, management has made the following judgements which have significant effect on the amounts recognised in the financial statements:
i. Useful lives of property, plant and equipment
Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost may be capitalised. Useful life of tangible assets is based on the life specified in Schedule II of the Act and also as per management estimate for certain category of assets. Assumption also needs to be made, when Company assesses, whether an asset may be capitalised and which components of the cost of the assets may be capitalised.
ii. Use of significant judgements in revenue recognition
• The Company's contracts with customers could include promises to transfer multiple products and services to a customer. The Company assesses the products / services promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.
• The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as how customer consumes benefits as services are rendered or who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product or service, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.
• Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, service level credits, performance bonuses, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer.
• Revenue from Engineering Contracts is recognised using percentage-of-completion method. The Company uses judgement to estimate the future cost-to-completion of the contracts which is used to determine the degree of completion of the performance obligation.
iii. Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of various inputs including liquidity risk, credit risk, volatility etc. Changes in assumptions/ judgements about these factors could affect the reported fair value of financial instruments.
iv. Defined benefit plan
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
v. Allowances for uncollected accounts receivables
Trade receivables are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which are the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
vi. Allowance for inventories
Management reviews the inventory age listing on a periodic basis. This review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the financial statements for any obsolete and slow-moving items. Management satisfies itself that adequate allowance for obsolete and slow-moving inventories has been made in the financial statements.
vii. Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Units (CGU's) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
viii. Contingencies
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigation against Company as it is not possible to predict the outcome of pending matters with accuracy.
ix. Leases
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
x. Provision for income tax and deferred tax assets
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Accordingly, the Company exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
(X) Business combination
Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the accounting policies. The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the financial statements of the transferor and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.
(XI) Recent Indian Accounting Standards (Ind AS) issued
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 March 31, 2025, mCa has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 — Leases, relating to sale and leaseback transactions, applicable to the Company/ Group w.e.f. April 1, 2024. The Company/ Group has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
b. Terms / rights attached to equity shares:
The Company has only one class of equity share having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees in accordance with its dividend distribution policy.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The Board of Directors in its meeting held on May 16, 2025 recommended a dividend on equity shares at Rs. 2 per share for financial year 2024-25. During the year ended 31 March 2025, the amount of dividend per share recognized as distribution to equity shareholders was Rs. 2.00 per share as recommended by the Board of Directors in its meeting held on May 15, 2024 and approved by the Shareholders at its meeting held on August 05, 2024.
The Dividend paid for the previous year and proposed for the current year is in compliance with Section 123 of the Act.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
c. The Company does not have any holding company.
d. There are no bonus shares issued nor any shares bought back during the period of five years immmediately preceding the reporting date. During the year ended March 31,2023 3,089,702 equity shares were alloted for consideration other than cash under the scheme of Amalgamation.
1. Capital Reserve
Capital Reserve is created by the Company on account of Scheme of Arrangement, Refer Note No. 50
2. Capital Redemption Reserve
Capital Redemption Reserve is created by the Company for redemption of preference share from its profits.
3. Securities premium
Securities premium is received from the shareholders of the Company on issue of shares. The reserve is utilised as per the provisions of the Companies Act, 2013.
4. General Reserves
General Reserves is created out of net profits of the Company by way of appropriation of profits.
5. Retained earnings
Retained Earnings are the balance (debit /credit) in the statement of profit and loss.
b Shareholding of the Promoters in 8% CRPS is as shown above
As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
(II) The Board of Directors in its meeting held on May 16, 2025 recommended a dividend at 8% on CRPS for financial year 2024-25. Since aforesaid CRPS has been classified as financial liability, the amount of dividend has been shown as finance cost.
During the year ended 31 March 2025, the amount of CRPS dividend recognized as distribution to CRPS holders was at 8% as recommended by the Board of Directors in its meeting held on May 15, 2024 and approved by the shareholders at its meeting held on August 05, 2024.
(III) For details of loans received from related parties, refer Note No. 40.
(IV) Unsecured Long Term Committed Loans of Rs.1,400 crores availed from a Bank is repayable in one instalment on July 14, 2025. The interest rate on these loans is linked to 1 months / 3 months T-Bill Spread. These loans are backed by guarantee of Rs. 1,750 crores given by Jamnalal Sons Private Limited (JSPL), a promoter group company.
(V) The Company has not defaulted in the payment of interest and installments of the loans as at 31st March 2025.
(VI) The Company has created / modified the charges with the Registrar of Companies within the statutory period except in the two case where the charge is yet to be satisfied with Registrar of Companies, despite repayment of the underlying loans. The Company is in the process of filing the charge satisfaction e-form with MCA.
(v) The demand for Annual Bonus for the financial years 1995-96 to 1998-99 raised by Staff and Officers' Association is pending for final hearing before the High Court, Mumbai under the Industrial Disputes Act, 1947. The majority of the concerned employees are statutorily not covered under the Payment of Bonus Act, 1965 and are also not classified as 'Workmen' as defined under the Industrial Disputes Act, 1947. Liability arising there from cannot therefore be determined at present.
(vi) Government of Maharashtra had served a Demand Notice on the Company for payment of electricity duty for power generated during the period 01.04.2000 to 30.04.2005 and penal interest thereon in Company's Captive Power Plant amounting to Rs.14.27 crore. The Writ Petition filed by the Company was disposed by the Hon'ble Bombay High Court on 7th November, 2009 quashing the said Demand Notice. Government of Maharashtra has however, filed an appeal in the Supreme Court of India against the aforesaid judgment of High Court.
(vii) A claim towards difference in price of calibrated iron ore for the period 1st April, 2006 to 28th February, 2007 amounting to Rs.33.07 crore has been raised by a supplier in March 2007. The Company has been legally advised that the supplier cannot seek this price revision under a concluded agreement and hence no provision is made in the Accounts for the same. The issue along with method of review and re-fixing of price of calibrated iron ore effective on 1st of April each year in terms of agreement is referred to an arbitral tribunal whose award was pronounced on 28th February 2014. In terms of the said award, the supplier is directed to re-compute amount payable by the Company. The supplier has revised the claim amount in December 2020 to Rs. 19.71 Crores. Moreover, the said supplier has also increased the price of calibrated iron ore w.e.f. 1st April, 2007 and thereafter w.e.f. 1st April, every year. This issue too was settled by the aforesaid arbitral tribunal. However, pending such determination of final price, the supplier has raised invoices at an ad-hoc interim mutually agreed price on the marketing contractor who in turn, has billed the Company at the same price and the liability, has been fully accounted for. An appeal preferred for challenging the said arbitration award was rejected by the City Civil Court in January 2019. The marketing contractor has gone in appeal against the decision of the City Civil Court before the High Court of Karnataka. The appeal is pending disposal.
(d) The Company had, during the Financial Year 1998-99, entered into a strategic alliance with Kalyani Steels Limited to set-up a steel plant to be operated by a company - Hospet Steels Limited.
Expenses and liabilities arising out of this alliance to Hospet Steels Limited are shared on the basis stipulated in the relevant Agreements, and its accounting in the books of the Company is carried out, accordingly. Wherever, due to the terms of the alliance, estimations are required to be made in respect of expenses, liabilities, production, etc., the same have been relied upon by the auditors, being technical matters.
(40) RELATED PARTY DISCLOSURES
(a) Relationship :
(i) Subsidiaries
Mukand Sumi Metal Processing Limited(MSMPL), Mukand Heavy Engineering Ltd. (MHEL)
(ii) Associate :
Bombay Forgings Ltd. (BFL)
(iii) Joint Venture
Hospet Steels Ltd. (HSL)
(iv) Key Management Personnel
Niraj Bajaj, Prakash Vasantlal Mehta (till 08th August, 2024) , Sankaran Radhakrishnan , Bharti Ram Gandhi (till 10th February, 2025), Amit Yadav (till 9th November, 2024) , Arvind M Kulkarni, Nirav Bajaj, Prem Kumar Chandrani (wef 10th September, 2024), Tasneem Mehta (wef 10th February, 2025) & Other KMPs, Relatives of a Director/ Other KMPs.
(v) Other related parties where significant influence exists or where the related party has significant influence on the Company:
Kalyani Mukand Ltd., Jamnalal Sons Pvt. Ltd. (JSPL) , Baroda Industries Pvt. Ltd., Sidya Investment Ltd, Bachhraj & Company Pvt. Ltd ,Bachhraj Factories Pvt. Ltd, Mukand Sumi Special Steel Ltd, Bajaj Sevashram Pvt. Ltd, Kamalnayan Investment & Trading Pvt Ltd, Rahul Securities Pvt. Ltd, Niraj Holding Pvt. Ltd Madhur Securities Pvt. Ltd, Shekhar Holding Pvt. Ltd, Malvi Ranchoddas & Co. (upto 8th August,2024), Bajaj Allianz General Insurance Co Ltd. Hind Musafir Agency Ltd, Bajaj Finserv Ltd., Hindustan Housing Co. Ltd, Other Promoter group (Refer note 17).
(vi) The Company holds more than 20% in TP Samaksh Limited. However, the Company does not exercise significant influence or control on decisions of the investees. Hence, it is not being construed as associate company. This investment is included in “Note 4: Investments” under Investment measured at fair value through Profit & Loss account in the financial statements.
Defined benefit plans Compensated Leave
The leave obligations cover the Company's liability for earned leave and sick leave.
The compensated absences charged in the Statement of Profit and Loss for the year ended March 31,2025 based on actuarial valuation is Rs. 0.03 Crore (previous year Rs. 0.30 crore).
Gratuity
The Company provides for gratuity for employees as per Company's Scheme/s. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is based on the employees last drawn basic salary, special allowance and dearness allowance per month and as per the Schemes applicable to those employees from time to time. The gratuity plan is a funded plan. The scheme is funded with Life Insurance Corporation in the form of a qualifying insurance policy.
The actuarial valuation of the defined benefit obligation(DBO) was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
c) The gratuity fund is managed by Life Insurance Corporation of India and details of fund invested by insurer are not available with Company.
d) The Company expects to make a contribution of Rs. 6.00 Crore to the defined benefit plans (gratuity - funded) during the next financial year.
e) The average duration of the defined benefit plan obligation at the end of the reporting period is 6 years.
Risk exposure
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumptions.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time) and Company's Schemes for different category of employees. There is a risk of change in regulations requiring higher gratuity payouts.
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of assets, exposing the Company to the market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
B. Measurement of fair value
The following methods and assumptions were used to estimate the fair values:
a) The carrying amounts of trade receivables, trade payables, deposits, other receivables, cash and cash equivalent including other current bank balances and other liabilities including deposits, creditors for capital expenditure, etc. are considered to be the same as their fair values, due to current and short term nature of such balances.
b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances if required, are taken to account for expected losses of these receivables.
c) The fair value of the Equity Investments which are quoted, are derived from quoted market prices in active market.
d) The fair values of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
C. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
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. This is the case for unlisted equity securities included in level 3.
(47) Financial Risk Management
The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the same are dealt with by the concerned operational heads under the overall supervision of the Managing Director of the Company. The Audit Committee periodically reviews the adequacy and efficacy of the overall risk management system. The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company has in place adequate Internal Financial Controls with reference to financial statements and such internal financial controls are operating effectively. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial statements. The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk and
• Market risk A Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
i Trade and Other receivables
The Company is recording the allowance for expected credit losses for all financial assets not held at FVTPL, together with loan commitments and financial guarantee contracts, (in this section all referred to as 'financial instruments'). Equity instruments are not subject to impairment under IND AS 109.
The ECL allowance is based on:
a) 12 months' expected credit loss (12mECL) where there is no significant increase in credit risk since origination and;
b) on the credit losses expected to arise over the life of the asset (the lifetime expected credit loss or LTECL).
The 12mECL is the portion of LTECL that represents the ECL that results from default events on a financial instrument that are possible within the 12 months after the reporting date.Both LTECL and 12mECL are calculated on individual and collective basis, depending on the nature of the underlying financial assets. The Company has established a policy to perform an assessment, at the end of each reporting period, of whether a financial instrument's credit risk has increased significantly since initial recognition.
Based on the above process, the Company groups its Financial assets into Stage 1, Stage 2, Stage 3, as described below:
Stage 1 : When financial assets are first recognised, the Company recognises an allowance based on 12mECL. Stage 1 loans also include facilities where the credit risk has improved and the loan has been reclassified from Stage 2 or Stage 3.
Stage 2: When a financial assets has shown a significant increase in credit risk since origination, the company records an allowance for the LTECL. Stage 2 financial assets, where the credit risk has improved and the loan has been reclassified from Stage 3.
iii Cash and bank balances
The Company held cash and cash equivalent and other bank balance of Rs. 25.60 crores at March 31, 2025 (March 31, 2024: Rs 52.57 crores). The same are held with banks having good credit rating.
B Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows.
A Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
The Company does not have any disputed trade payable as on 31st March 2025 (previous year: Nil)
C Market risk
Market risk is the risk that changes in market prices, such as interest rates (interest rate risk), will affect the company's income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
D Interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long term debt obligation at floating interest rates. The company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
E Interest rate risk exposure
The exposure of the Company's borrowing to interest rate changes at the end of the reporting period are as follows:
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 Code on Social Security, 2020 ('Code') has been notified in the Official Gazette in September 2020 which could impact the contribution by the Company towards certain employment benefits. The effective date from which the changes and rules would become applicable is yet to be notified. Impact of the changes will be assessed and accounted in the relevant period of notification of relevant provisions.
VI Disclosure with respect to monthly / quarterly statement of Current assets filed with Bank
The Company has not availed any secured loans facilities from bank, hence the company is not required to file monthly/quarterly returns or statements with the banks.
VII In view of the aggregate losses as calculated in accordance Sec 135 and 198 of the companies Act,2013 during last 3 years immediately preceding financial years,the company is not required to incur any expenditure in pursuance of the CSR policy for the FY 2024-25.(Previous year : NIL).
(50) ACCOUNTING FOR THE SCHEME OF ARRANGEMENT
The Board of Directors of the Company and Mukand Sumi Metal Processing Limited (MSMPL), a wholly owned subsidiary of the Company, had approved demerger of Stainless Steel Cold Finished Bars and Wires business of MSMPL ('Demerged Undertaking) as a going concern pursuant to the Scheme of Arrangement amongst the Company, MSMPL and their respective Shareholders and Creditors under Sections 230 to 232 read with Section 52 (“Demerger”) and other applicable provisions of the Companies Act, 2013 (Scheme).
The Scheme has been approved by the National Company Law Tribunal (“NCLT”) vide its order dated April 29, 2025 and a certified copy of the order has been filed with the Registrar of Companies, Mumbai Maharashtra, on May 12, 2025.
Since MSMPL is a wholly owned subsidiary of the Company, no additional shares are issued by the Company, pursuant to the Scheme.
In terms of the approved Scheme, the Demerger has been accounted as per the applicable accounting principles as laid down in Appendix C to Ind AS 103 “Business Combination of entities under common control”. The Assets and Liabilities of Demerged undertaking are recorded by the Company at their respective book values as appearing in the books of MSMPL with effect from April 01,2024 (“The Appointed Date”). Accordingly, the financial statements of the Company for previous year have been restated to reflect the impact of the Scheme of Arrangement.
As per the accounting treatment approved by the NCLT, the Company has adjusted the deficit of Rs.34.01 crores after recording Assets & Liabilities transferred from the demerged Company and adjustments made in investments held in Demerged Company and after considering the impact pursuant to cancellation of the inter-company, with “Capital Reserve Account” in the financial statement of the Company.
(51) Previous year's figures have been regrouped/recast wherever necessary.
As per our attached report of even date For and on behalf of the Board of Directors
For DHC & Co.
Chartered Accountants Niraj Bajaj R Sankaran
ICAI FR No 103525W Chairman & Managing Director Director
DIN : 00028261 DIN : 00381139
Pradhan Daas
Partner Dhanesh K Goradia Rajendra Sawant
Membership No. 219962 Chief Financial Officer Company Secretary
Bengaluru, May 16, 2025 Mumbai, May 16, 2025
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