Estimation of Fair Value :
The fair valuation is based on current price in active market for similar properties. The main inputs used are quantum, area, location, demand, restrictive entry to the complex, age of building and trend of fair market in respective area. The fair valuation is based on replacement cost method. The fair value measurement is categorised in level 3 fair value hierarchy
Premises given on Operating Lease :
The Company has given certain investment properties on operating lease. These lease arrangements range for a period between 2 and 5 years and is of cancellable in nature. Most of the leases are renewable for further period on mutually agreeable terms.
6) RIGHT OF USE ASSETS :
The Company has lease contracts for various item of buildings in its operation. Lease of building generally have lease term between 1 to 12 years. The Companies obligation under it leases are secured by the lessor title to the lease assets. Generally the Company is restricted from assigning and sub leasing the lease assets. There are no major lease contracts that include extension and termination options and variable lease payments.The effective rate of interest for lease liabilities is 9%.
* The Board of Directors at its meeting held on August 12, 2023 had approved a proposal to buy-back upto 16,61,350 equity shares of the Company for an aggregate amount not exceeding % 10,799.94 Lakhs, being 3.54% of the total paid up equity share capital at % 650/- per equity share.The Buy-back committee on September 14, 2023 increased buy-back price from % 650/- to % 720/- accordingly, the Company bought back 14,99,992 equity shares for an aggregate amount not exceeding % 10,799.94 Lakhs, being 3.20% of the total paid up equity share capital. The Company bought back 14,99,992 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on October 19,2023. Capital redemption reserve was created to the extent of share capital extinguished (% 30.00 iakhs).The excess cost of buy-back amounting to %10,892.29 Lakhs (including % 92.35 Lakhs towards transaction cost of buy-back) over the par value of shares and corresponding tax on buy-back of % 2,508.97 Lakhs have been adjusted against the Security Premium, General Reserve and Retained earnings.
b) Terms/rights attached to equity :
The company has issued only one class of equity shares having a par value of f 2/- per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. 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.In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.
c) Equity Share held by Ulitmate /Holding Company and/or their subsidiaries/associates
The Company being ultimate holding Company, there are no share by any other holding, ultimate holding Company and their subsidiaries/associates
i) Capital Reserve : Capital Reserve is utilised in accordance with provision of the Act.
ii) Security Premium : Security Premium Reserve is used to record the premium on issue of shares. These reserve is utilised in accordance with the provision of the Act.
iii) General Reserve : General reserve is used for strenthening the financial position and meeting future contingencies and losses.
iv) Retained Earnings : Retained earnings are the profit that the Company has earned till date, less any transfer to general reserve, dividend or other distributions paid to shareholders.
v) Capital Redemption Reserve : As per Companies Act, 2013 capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.
i) Term loan aggregating to % 912.00 Lakhs is secured by way of exclusive charge created on few immovable properties situated at Maharashtra and charge on movable fixed assets procured from those term loans. The remaining tenure of loans is 2 years.
iii) Interest on above said term loan are ranging from 9.00% to 9.15%.
40) CONTINGENT LIABILITIES & COMMITMENTS :
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Current Year
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Previous Year
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a) Contingent Liabilities :
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i) Guarantees given by the Company's Bankers
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1,050.32
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920.32
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ii) Disputed claims for property tax
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111.11
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15.92
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iii) Income tax Demand, interest & penalty under dispute **
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546.26
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1,480.49
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iv) VAT/GST demand under dispute
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84.82
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** Income tax department has raised demand aggregate to % 546.26 Lakhs in regular assessment pertaining to A.Y. 2016-17 and A.Y. 2017-18 and the Company is in appeal.
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b) Commitments :
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a) Capital Commitments :
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i) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advance)
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4,664.06
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733.31
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42) RELATED PARTY DISCLOSURES :
As per Ind AS 24, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below.
List of related parties where control exists and related parties with whom transactions have taken place and relationships:
(a) Key Management Personnel (KMP) : Shri Ramesh D. Poddar -Chairman and Managing Director, Shri Pawan D. Poddar -Joint Managing Director, Shri Shrikishan Poddar - Executive Director, Shri Gaurav Poddar - President and Executive Director , Shri Ashok Jalan - Sr. President cum Director, Shri Surendra Shetty - Chief Financial Officer, Shri William Fernandes - Company Secretary
(b) Relatives of Key Management Personnel (KMP) : Smt. Ashadevi R. Poddar, Shri Avnish Poddar, Smt Sangeeta Poddar upto May 31,2023 Smt. Vibha Poddar, Smt. Smriti Poddar upto May 31,2023, Smt. Anshruta Poddar upto May 31, 2023, Shri Harshit S.Poddar, Shri Ankit P Poddar w.e.f. May 17, 2023.
(c) Non Executive Directors and Enterprises over which they are able to exercise significant influence: Smt. Mangala R.Prabhu Shri.Ashok N.Desai, Shri.Chetan S.Thakkar, Shri.Deepak R.Shah, Shri.Sachindra N.Chaturvedi.
(d) Subsidiary : Cadini S.R.L. (100% wholly owned subsidiary, incorporation in Italy).
(e) Other Related Parties (Enterprises - KMP having significant influence / Owned by Major Shareholders) : Sanchana Trading & Finance Ltd., S.P. Finance & Trading Ltd, Santigo Textile Mills Ltd., Vishal Furnishing Ltd., Golden Fibres LLP, Beetee Textile Industries Ltd, Oxemberg Fashions Ltd., Balkrishna Paper Mills Ltd.,Vishal Furinishing Singapore, White Lights Food Pvt.Ltd., Tarapur Enviorment Protection Society.,Kanga & Co., Vibrant Clothing Co.Pvt.Ltd.
Defined Benefit Plan:- Gratuity (Funded)
The employees' gratuity fund scheme managed by a Trust is a defined benefit fund. The present value of the obligation is determined based on actuarial valuation using the Projected unit Credit Method, which recognises each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
VII) Sensitivity Analysis :
The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
VIII) Risk Exposure - Asset Volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets under perform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities.
45) FAIR VALUE MEASUREMENT :
Financial Instrument by category and hierarchy
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values :
1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities , short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
2. 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 are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.
3. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instrument by valuation technique.
Level 1 : quoted (unadjusted) price in active markets for identical assets or liabilities
Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3 : Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
46) FINANCIAL RIKS MANAGEMENT OBJECTIVE AND POLICIES :
In the course of business, the company is exposed to certain financial risk that could have considerable influence on the Company's business and its performance. These include market risk ( including currency risk, interest risk and other price risk), credit risk and liquidity risk. The Board of Directors review and approves risk management structure and policies for managing risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.
In line with the overall risk management framework and policies, the treasury function provides service to the business, monitors and manages through an analysis of the exposures by degree and magnitude of risks. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company's policies as approved by the Board of Directors.
a) Market Risk - Interest rate risk :
Interest rate risk is risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.The company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. In order to optimize the Company's position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
The Sensitivity analysis below has been determined based on the exposures to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents Management's assessment of the reasonably possible changes in interest rates.
b) Market Risk- 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 its operating activities.The Company manages its foreign Currency risk by hedging transaction that are expected to occur within a maximum 12 month periods for hedge of forecasted sales and purchases in foreign currency.The hedging is done through foreign currency forward contracts.
c) Equity Price Risk
Equity price risk is related to the change in market reference price of the investments in quoted equity securities. The fair value of some of the Company's investments exposes the company to equity price risks. Investment in preference share are taken at fair value.
d) Credit Risk
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. Credit quality of a customer is assessed based on customer profiling, credit worthiness and market intelligence. Trade receivables consist of a large number of customers, spread across geographical areas. Outstanding customer receivables are regularly monitored.The average credit period is in the range of 30 -90 days. However in selected cases credit is extended which is backed by security deposit/bankguarantee/letter of credit and other firms. The Company's Trade receivables consist of a large number of customers, across geographies hence the Company is not exposed to concentration risk.
The Company measures the expected credit loss of trade receivables from individual customers based on historical trend, industry practices and the business environment in which the entity operates.
e) Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital limits from various banks. Furthermore, the Company access to funds from debt markets through commercial paper programs and short term working capital loans.
47) CAPITAL MANAGEMENT :
The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity within the overall capital structure. The Company's Risk Management Committee reviews the capital structure of the Company considering the cost of capital and the risks associated with each class of capital.
50) EXPORT PROMOTION CAPITAL GOODS (EPCG) :
Export Promotion Capital Goods (EPCG) scheme allows import of certain capital goods including spares at concessional duty subject to an export obligation for the duty saved on capital goods imported under EPCG scheme. The duty saved on capital goods imported under EPCG scheme being Government Grant, is accounted as stated in the Accounting policy on Government Grant.
52) The Company had 17,00,000 9% Cumulative Redeemable Preference Shares (9% CRPS) of f 100/- each aggregating to f 1,700/- lakhs of Balkrishna Paper Mills Ltd. (BPML). BPML has incurred continuous losses and their net worth eroded completely. In view of the continuous losses, BPML was unable to give dividends on its CRPS. Despite of its weak financial position, they have sought for early payment of CRPS issued by them at face value.
Looking into the circumstances and negative net worth of BPML, the Board of Directors of the Company in their meeting held on 08/02/2024 accorded for early redemption of 17,00,000 9% CRPS of '100/- each at face value. Accordingly, the Company has received ' 1,700/- Lakhs on 08/05/2024.
53) EVENT OCCURRING AFTER BALANCE SHEET DATE :
The Company has recommended final dividend of f 4/- (200%) per equity share of f 2/-each, for the financial year 202324 (Refer note 39)
54) 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.
55) APPROVAL OF FINANCIAL STATEMENTS :
The financial statements were approved for issue by the directors on 11th May, 2024.
56) OTHER STATUTORY INFORMATION :
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) The Company do not have any transaction with companies struck off.
iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv) The company have not traded or invested in Crypto currency or Virtual currancy during the financial year.
v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
vi) The Company has not been declared as Wilful defaulter by any Banks, Financial institution or Other lenders.
vii) 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 beneficiaries
viii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
ix) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
x) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
xi) The title deeds of all the immovable properties except in respect of an immovable property Gross block of f 1,963.50 Lakhs, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and investment properties are held in the name of the Company as at the balance sheet date.
57) The previous year's figures have been regrouped reclassified, wherever considered necessary.
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