* includes interest paid on IGST of H109.80 Lakhs on imports made under advance authorization scheme after intimation by Department. Later on Hon'ble Gujrat High court has set aside the order in similar matter of other company. Considering this case, company requested concerned govt authorities for refund of interest so paid. The department has communicated that the matter is pending with Hon'ble Supreme Court and accordingly this amount has been kept as receivable.
# During the year Company has allotted 581301 shares at face value H1 pursuant to the scheme of arrangement (Refer Note No 52). In previous year the Company has allotted 6310680 equity shares of the Company of face value of H1 each to Smiti Holding and Trading Company Private Limited on preferential basis at a price of H309 per share aggregating to H19500.00 lakhs.
16.4 Terms/Rights attached to the Equity Shares
The Company has a single class of Equity Shares having a par value of H1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends 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.
During the year, the amount of dividend per share recognized as distribution to equity shareholders was H1.50 (Previous year H1.20). And this year interim dividend distributed H Nil per share (Previous year H Nil) Refer note no. 50 for proposed dividend.
I n 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. This distribution will be in proportion to the number of equity shares held by the shareholders.
The company has neither issued bonus shares nor has bought back any shares during last 5 years
No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date
No Securities convertible into Equity/Preference shares have been issued by the Company during the year.
Description and Purpose of Reserves
1) Capital Reserve:- The Capital reserve is created on account of net assets transferred pursuant to the scheme of arrangement.
2) Capital Redemption Reserve (CRR):- The CRR is transferred in company books pursuant to scheme of arrangement ( refer note 52), out of which Company may issue fully paid up bonus shares to its members.
3) General Reserve:- General Reserve is out of retained earnings as a free reserves.
4) Security Premium:- This represents equity shares premium. Company may issue fully paid up bonus shares to its members out of security premium reserve account.
5) Retained Earnings:- It comprises of accumulated profit/(loss) of the Company.
18.2
Term Loans 1& 2 for H2996.21 lakhs availed by the Company.
Term Loans of H2996.21 lakhs (Previous year H5493.68 lakhs) are secured by first pari-passu charge on all movable assets of the Company, present and future, and first pari-passu charge on immovable assets of the Company's units at (a) Behror (Rajasthan) and (b) Nalagarh (Himachal Pradesh), and second pari-passu charge on all current assets of the Company, present and future.
Term Loan 3 for H9565.22 lakhs availed by the Company.
Term Loan of H9565.22 lakhs (Previous year H7208.19 lakhs) ) are secured by exclusive charge by way of hypothecation on entire movable fixed assets present and future and exclusive charge by way of equitable mortgage on Factory land (agricultural) of Tindivanam unit in Tamil Nadu situated at Panchalam Village, Melpettai post, Tindivanam, Villupuram - 604307, Tamil Nadu.
All the NCD issued are secured by first pari passu charge on movable assets of the Company, present & future; first pari passu charge on immovable assets of the Company situated at Behror(Rajasthan) and Nalagarh(Himachal Pradesh)and second pari passu charge on current assets of the Company, present and future.
18.4 All above term loans and NCD are having rate of interest in the range of 5.50% to 9.50%.
18.5 The Company has not defaulted in repayment of loans and interest during the year.
23.1 Working Capital Loans of H14550.00 Lakhs ( Previous year H16350.00 Lakhs) are secured by first pari-passu charge on all current assets of the company, present and future and second pari-passu charge on all movable assets of the company, present and future and second pari-passu charge on immovable assets of the company's units at Behror (Rajasthan) and Nalagarh (Himachal Pradesh).
23.2 The Company has not defaulted in repayment of loans and interest during the year.
34.1 Disclosure regarding employee benefits
i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the contributions to Employees' Provident Fund Organisation established under The Employees' Provident Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.
ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. As the Company has funded its liability through Employee Gratuity Trust, it has disclose regarding plan assets and its reconciliation.
Cash outflows for the above are determinable only on receipt of judgements pending at various forums/ authorities. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The company doesn't expect the outcome of these proceedings to have a materially adverse effect on its financial position.
40A Last year Management identified one instance of misappropriation of stock by one employee involving amount of H6.67 Lakhs. The Company has terminated the service of such employee and initiated legal proceedings.
41. Segment Reporting
Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business / geographical segment for the Year ended 31 March , 2024.
a) Business Segments :
A description of the types of products and services provided by each reportable segment is as follows:
Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products and sells through its wholesale and retail network.
Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products and Sells through its wholesale and retail network.
Plywood & Allied Products: The Segment is engaged in the business of manufacturing of Plywood and other allied products and sells through its wholesale and retail network.
b) Segment Assets and Liabilities :
All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).
c) Segment Revenue and Expenses :
Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).
42.3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan H Nil (Previous year H Nil)
Terms and conditions of transactions with related parties
Purchase from related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm's length transactions with other vendors. Outstanding balances at the year-end are unsecured and will be settled in cash and cash equivalents.
The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of the related parties and the market in which the related party operates.
The guarantees given to related party is made in the ordinary course of business and on terms at arm's length price. The commission on such guarantees from foreign subsidiaries have been recovered at arm length price as per safe harbour rules of Income Tax Act.
44. Financial Risk Management
The Company's financial risk management is an integral part of planning and executing its business strategies. The Company's financial risk management policy is planned, approved and reviewed by the Board of Directors. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.
44.1 Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a loans and borrowings will fluctuate because of change of market interest rate
44.2 Market Risk
Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables, and loans and borrowings. The company manages market risk through the corporate finance department, which evaluates and exercises independent control over the entire process of market risk management. The corporate finance department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies."
44.3 Foreign Currency Risk
The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign currency forward contracts to hedge exposure to foreign currency risk.
44.4 Credit Risk
Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. Trade Receivables are impaired using the Life time Expected Credit Losses (ECL) Model. The company uses a provision matrix to determine the impairment loss allowance based on its historically observed default rates over expected life of trade receivables and is adjusted for forward looking estimates.
Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The company categorizes a loan or receivable for write off when a debtor fails to make contractual payments in normal course of business. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in statement of profit and loss.
Liquidity Risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's corporate finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are reviewed by the Board of Directors. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
Financial Liabilities as reported in the Balance Sheet are segregated into current and non-current. Non-current financial liabilities have a maturity period of more than one year, whereas the current financial liabilities have maturities within one year.
For the purposes of Company's Capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital management is to maximize shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The company monitors capital using debt/equity ratio, which is total debt divided by total equity.
46. Accounting classifications and fair values.
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 liquidated sale.
The following methods and assumptions were used to estimate the fair values:
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, working capital loans from banks approximate their carrying amounts largely due to the short term maturities of these instruments.
Financial instruments other than above are carried at amortised cost except certain assets which are carried at fair value.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1 : Quoted prices 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.
Level 3 : Techniques using inputs having significant effect on the recorded fair value that are not based on observable market data.
47. Taxation
A firm of Independent Accountants have certified that the Company's international and specified domestic transactions covered by transfer pricing regulations during the financial year ended 31 March, 2023 were at arm's length. The Management believes that during the current financial year, similar transactions would have no impact on these financial statements and particularly the amount of tax expense and the provision for taxation.
48. Information regarding micro, small and medium enterprises
Based on the information /documents available with the Company, information as per the requirements of Section 22 of The Micro, Small and Medium Enterprises Development Act, 2006 are as under:
c. The Company has elected Para 6 of Ind AS-116 for short term leases & recognised lease expense of H143.79 Lakhs (Previous Year H72.55 Lakhs)associated with these lease.
d. The Company has recognised Interest expenses of H714.82 Lakhs (Previous Year H384.13 Lakhs) on Lease Liabilities during the year.
e. Lease contracts entered by the Company majorly pertain for Land and office Building taken on lease to conduct its business in the ordinary course of business.
f. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.
g. The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognised in the Balance Sheet at the date of initial application.
52. Merger Note
The Scheme of Arrangement between the Company and its subsidiary, HG Industries Limited and their respective Shareholders ('the Scheme') has been approved by the Hon'ble Delhi NCLT on 31st October, 2023. and the same has been filed with ROC on 8th Nov 2023 . The Scheme has taken effect from the appointed date i.e., 1st April, 2022.
The above scheme of arrangement have been accounted under 'the pooling of interests method' i.e. in accordance with Appendix C of Ind AS 103 'Business Combination'.
53. Other Statutory Information
1 All the borrowings of the company are used for the specific purpose for which it was taken.
2 Quarterly returns or statements of Current assets filed by the company with banks/financial institution are in agreement with books of accounts
3 The company is not a wilful defaulter as declared by any bank or financial Institution or any other lender.
4 The company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
5 There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
6 The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
7 There are no transactions which are 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).
8 The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
9 No Subsequent event after Balance sheet date.
54. The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to
be in conformity with the figures of the current period's classification/disclosure.
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