Mar 31, 2025
a) There are no trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
b) Customer credit risk is managed based on the Company''s established policy, procedures and control relating to customer credit risk management, pursuant to which outstanding customer receivables are regularly monitored by the management. Outstanding customer receivables are regularly monitored by the management to ensure the risk of credit loss is minimal. Credit quality of a customer is assessed based on historical information in relation to pattern of collections, defaults and credit worthiness of the customer.
The Company has one class of equity shares having a par value of Rs. 2/- per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend, which is approved by the Board of Directors. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be proportional to the number of equity shares held by the shareholders.
e) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and there were no buy back of shares during the last 5 years immediately preceding 31 March 2025 other than 3,82,45,275 bonus equity shares of Rs. 2/- each issued and allotted to its shareholders by capitalising General reserves amounting to Rs. 7.65 crores in the financial year 2021-22.
The Company''s capital management objectives are:
- to safeguard the Company''s ability to continue as a going concern, and continue to provide optimum returns to the shareholders and all other stakeholders by building a strong capital base.
- to maintain an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the return on capital to shareholders, issue new shares, or sell investments / other assets to reduce debt.
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders plus its borrowings and cash credit facility, if any, less cash and cash equivalents as presented on the face of the balance sheet. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The amounts managed as capital by the Company for the reporting years are summarized as follows:
Capital reserve represents the difference between the net assets acquired and the carrying value of investment in the wholly owned subsidiary on merger.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income
Securities premium comprises of the amount of share issue price received over and above the face value.
The above reserve represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for distribution of dividend by the Company in accordance with the provisions of the Companies Act, 2013.
Represents remeasurement of defined benefit liability which comprises of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability.
In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Planâ) covering eligible employees. The Gratuity plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund maintained by Reliance Nippon Life Insurance Company Ltd
The sensitivity analysis presented above may not be representative of the actual change in the obligation, since the above analysis are based on change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
The defined benefit plan exposes the Company to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk.
The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of G-sec securities. The estimated term of the bonds is consistent with the estimated term of the defined benefit obligation and it is denominated in Indian rupees. A decrease in market yield on G-sec securities will increase the Company''s defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain of the plan assets.
The company maintains plan assets in the form of fund with Reliance Nippon Life Insurance Company Ltd. The fair value of the plan assets is exposed to the market risks (in India).
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company''s liability.
The Employees of the Company are entitled to compensated absence. Employees can carry forward a portion of the unutilized accrued compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence as per Company policy. The Company records an obligation for compensated absences in the period in which employees render services that increase this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. The liability has been actuarially evaluated and accounted in the books.
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March, 2025 and 31 March, 2024 has been made in the financials statements based on information received and available with the Company. Further, the Company has not paid any interest to any micro and small enterprises during the current year and previous year.
In accordance with Ind AS 108, Operating Segments, the Company has identified manufacture and sale of electronic boards and systems and related annal maintenance services for defence sector. The Chief Operating Officer(COO) evaluates the Company performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, the Company has identified only one segment as primary reportable segment for the year ended 31 March, 2025 and 31 March, 2024.
|
NOTE 36 : Contingent liabilities and commitments |
||
|
i) Contingent liabilities |
||
|
Particulars |
As at 31 March 2025 |
As at 31 March 2024 |
|
Claims against the company not acknowledged as debt in respect of: |
||
|
- Income tax |
0.77 |
0.87 |
|
- Sales tax |
2.92 |
2.92 |
|
- Service tax |
3.41 |
0.48 |
|
Total |
7.10 |
4.27 |
Sales tax and service tax demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company''s rights for future appeals.
The Company has on-going disputes with Income Tax Authorities against demands arising on completion of assessment proceedings under Income Tax Act, 1961. The Company has evaluated the above pending disputes and expects that its position will likely be upheld on ultimate resolution and these will not have a material adverse effect on the Company''s financial position and results of operations.
Management considers amortized cost for financial asset and liabilities to approximate the fair value. The Company does not have any assets measured at FVOCI.
The carrying amounts of trade receivables, cash and bank balances, financial assets, borrowings, trade payables and financial liabilities are considered to be approximately equal to the fair value.
The Company records certain financial assets and financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
The Company holds certain financial assets which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company''s assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of fair value hierarchy. These levels are based on the observability of significant inputs to the measurement, as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The fair values of the Company''s interest-bearing borrowings and loans are determined under amortised cost method using discount rate that reflects the issuer''s borrowing rate as at the end of the reporting period. These rates are considered to reflect the market rate of interest and hence the carrying value are considered to be at fair value.
Cash and bank balances, trade receivables, other financial assets, borrowings, trade payables and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
NOTE 38 : Financial risk management
The Company''s principal financial liabilities comprise of loans and borrowings, trade and other financial liabilities . The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include trade receivables, investments, cash and bank balance, deposits and other financial asset that derive directly from its operations.
The Company is exposed to market risk, interest rate risk, foreign currency risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management assesses the financial risks and the appropriate financial risk governance framework in accordance with the Company''s policies and risk objectives. The Board of Directors review and agree on policies for managing each of these risks, which are summarised below.
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.
b) 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 market interest rates are managed by borrowing at fixed interest rates. The Company has pre-closed all the loans and there is no outstanding loan as at 31 March 2025, accordingly no interest rate risk.
Most of the Company''s transactions are carried out in Indian rupees. Exposures to currency exchange rates arise from the Company''s overseas sales and purchases of materials, which are primarily denominated in US dollars (USD) and Great Britain Pound (GBP).
Foreign currency denominated financial assets and financial liabilities which exposes the Company to currency risk are disclosed below. The amounts shown are those reported to key management translated at the closing rate:
Currency risk (or foreign exchange risk) arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of this disclosure, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency.
The following table illustrates the sensitivity of profit and equity in regards to the Company''s financial assets and financial liabilities and the USD/Rs exchange rate, GBP/Rs exchange rate and CHF/Rs exchange rate, ''all other things being equal''. It assumes a /- 1% change of the USD/Rs. exchange rate for the year ended at 31 March 2025 (31 March 2024: /-1%), /- 1% change of the GBP/Rs exchange rate for the year ended 31 March 2025 (31 March 2024: /- 1%).
If the Indian Rupee had strengthened against the USD by 1% during the year ended 31 March 2025 (31 March 2024: 1%), GBP by 1% during the year ended 31 March 2025 (31 March 2024: 1%) respectively then this would have had the following impact on profit before tax and equity before tax.
If the Indian Rupee had weakened against the USD by 1% during the year ended 31 March 2025 (31 March 2024: 1%) and GBP by 1% during the year ended 31 March 2025 (31 March 2024: 1%) respectively then there would be an equal but opposite effect on the above currencies to the amount shown above, on the basis that all other variables remain constant.
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example trade receivables, deposits, investment, bank balance etc. the Company''s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting period, as summarised below:
The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.
In respect of trade receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics (Also refer note 23) . Trade receivables consist of a large number of customers. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good, since most of its customers are either Goverment or Government departments or Companies under Government ownership.
The credit risk for cash and bank balances are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Other financial assets, mainly comprises of rental deposits, security deposits and other receivables which are given to landlords or other governmental agencies in relation to contracts executed, are assessed by the Company for credit risk on a continuous basis.
Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-today business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on a monthly, quarterly, and yearly basis depending on the business needs. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.
The Company''s objective is to maintain cash and bank''s short term credit facilities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.
The Company considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. Cash flows from trade receivables are all contractually due within twelve months except for retention and long term trade receivables which are governed by the relevant contract.
The Company''s principal sources of liquidity are cash and cash equivalents, investment income, interest from deposits and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
The tables below set out the maturities of the Company financial liabilities:
c) The Company does not have any charges or satisfaction which is yet to be registered with Register of Companies(ROC) beyond the statutory period
d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e) 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:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
f) 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:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
g) The Company does not have any 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).
h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.
j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
k) Quarerly returns and statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
l) The Company does not have any immovable properties other than a building constructed on land, that has been taken on lease and disclosed in the financial statements (as property, plant and equipment & right-of use asset respectively) as at the balance sheet date, the lease agreement is duly executed in favour of the Company. In respect of other immovable properties that have been taken on lease and disclosed in the financial statements (as right-of use asset) as at the balance sheet date, the lease agreements are duly executed in favour of the Company.
m) During the financial year, the Company has not revalued any of its Property, Plant and Equipment , Right of Use Asset and Intangible Assets.
n) The Company has maintained daily backup in accordance with the requirements of Companies Act 2013.
o) In accordance with Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company uses only accounting software for maintaining its books of account that includes a feature for recording an audit trail of each and every transaction, creating an edit log of every change made in the books of account and during the year there was no instance of the audit trail feature being tampered with. This audit trail feature was operational throughout the year, except in the case of software managed by a third-party service provider used for maintaining payroll record, in the absence of an independent auditor''s report, the availability and functioning of the audit trail (edit log) feature in that software or whether there was any instance of the audit trail feature been tampered with could not be determined.
Additionally, the audit trail that was enabled and operated for the year ended March 31,2024, has been preserved as per the statutory requirements for record retention.
The Company has established and maintained an adequate internal control framework over its financial reporting and based on its assessment, has concluded that the internal controls for the year ended March 31,2025, were effective.
NOTE 41:
In connection with the preparation of the standalone financial statements for the year ended 31 March 2025, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 17 May 2025. The shareholders of the Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuance of the same by the Board of directors.
NOTE 42 : Events after the latest reporting period, i.e. 31 March 2025
The Board of Directors have recommended a final dividend of Rs 7.90 per Equity Share of Rs. 2.00 each for the financial year 2024-2025, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and hence no provision is created in the financial statements.
If the final dividend is approved, it would result in cash outflow of approximately of Rs. 44.23 Crores.
Mar 31, 2024
i) There were no projects temporarily suspended as at 31 March 2024 and 31 March 2023.
ii) As at 31 March 2024 and 31 March 2023, there were no intangibles under development projects whose completion is overdue or has exceeded the cost compared to its original plan.
iii) Inventory of INR 31.72 Crores used in product development has been capitalised as Intangible Assets under development.
iv) Depreciation of INR 0.28 Crores relating to Property, Plant & Equipment used in product development has been capitalised as Intangible Assets under development.
v) Employee Benefit Expenses relating to employees and top management involved in product development has been capitalised as Intangible Assets under development of Salaries and wages of INR 5.28 Crores and Director''s remuneration of INR 1.45 Crores.
a) There are no trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
b) The Company measures the loss allowance for trade receivables at an amount equal to ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtorâs current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
c) Customer credit risk is managed based on the Companyâs established policy, procedures and control relating to customer credit risk management, pursuant to which outstanding customer receivables are regularly monitored by the management. Outstanding customer receivables are regularly monitored by the management to ensure the risk of credit loss is minimal. Credit quality of a customer is assessed based on historical information in relation to pattern of collections, defaults and credit worthiness of the customer.
14.1 Interest accrued but not due on fixed deposits as at 31 March 2023 previously disclosed under "Other financial assets (current)" has now been disclosed under "Cash and cash equivalents" , "Bank balances other than mentioned in cash and cash equivalents" and "Other financial assets (non-current)" which is in line with the current year presentation.
The Company has one class of equity shares having a par value of Rs.2/- per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend, which is approved by the Board of Directors. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be proportional to the number of equity shares held by the shareholders.
e) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and there were no buy back of shares during the last 5 years immediately preceding 31 March 2024 other than the Company issued and allotted 3,82,45,275 bonus equity shares of Rs. 2/- each to its shareholders by capitalising General reserves amounting to Rs. 7.65 crores in the financial year 2021-22.
The Companyâs capital management objectives are:
- to safeguard the Companyâs ability to continue as a going concern, and continue to provide optimum returns to the shareholders and all other stakeholders by building a strong capital base.
- to maintain an optimum capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the Company may adjust the return capital to shareholders, issue new shares, or sell investments / other assets to reduce debt.
For the purpose of the Companyâs capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders plus its borrowings and cash credit facility, if any, less cash and cash equivalents as presented on the face of the balance sheet. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The amounts managed as capital by the Company for the reporting years are summarized as follows:
Capital reserve represents the difference between the net assets acquired and the carrying value of investment in the wholly owned subsidiary on merger.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
Securities premium comprises of the amount of share issue price received over and above the face value.
The above reserve represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for distribution of dividend by the Company in accordance with the requirements of the Companies Act, 2013.
Represents remeasurement of defined benefit liability which comprises of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability.
a) Auto Premium Term Loan from HDFC Bank HDFC sanctioned a auto premium term loan of Rs. 0.99 crore during the Financial year 2021 22. The loan is repayable in 39 monthly instalments. Interest rate for the loan is 7.20%.The term loan is secured by exclusive charge on the vehicle purchased by the company as mentioned in the loan schedule.
b) The company does not have any borrowings from banks and financial institutions which have not been used for the specific purpose for which it was taken as at 31 March 2024 and 31 March 2023.
In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund maintained by Reliance Life Insurance Co Ltd.
The following tables summaries the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity.
The defined benefit plan exposes the Company to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk.
The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of high quality corporate bonds. The estimated term of the bonds is consistent with the estimated term of the defined benefit obligation and it is denominated in Indian rupees. A decrease in market yield on high quality corporate bonds will increase the Companyâs defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain of the plan assets.
The company maintains plan assets in the form of fund with Life Insurance Corporation of India. The fair value of the plan assets is exposed to the market risks (in India).
The Company is required to provide benefits for life for the members of the defined benefit liability. Increase in the life expectancy of the members, will increase the defined benefit liability.
A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Companyâs liability.
The expected maturity analysis of undiscounted gratuity benefit obligation after balance sheet date.
The Employees of the Company are entitled to compensated absence. Employees can carry forward a portion of the unutilized accrued compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence ad per Company policy. The Company records an obligation for compensated absences in the period in which employees render services that increase this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. The liability has been actuarially evaluated and accounted in the books.
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March, 2024 and 31 March, 2023 has been made in the financials statements based on information received and available with the Company. Further, the Company has not paid any interest to any micro and small enterprises during the current year and previous year.
The table below presents disaggregated revenues from contracts with customer which is recognized based on goods transferred at a point of time by geography and offerings of the Company. As per the management, the below disaggregation best depicts the nature, amount, timing and uncertainty of how revenues and cash flows are affected by industry, market and other economic factors.
In accordance with Ind AS 108, Operating Segments, the Company has identified manufacture and sale of electronic boards and systems and related annal maintenance services for defence sector. As per Ind AS 108 Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the Company performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, the Company has identified only one segment as primary reportable segment for the year ended 31 March, 2024 and 31 March, 2023.
|
Note 36 : Contingent liabilities and commitments i) Contingent liabilities |
||
|
Particulars |
As at 31 March 2024 |
As at 31 March 2023 |
|
Claims against the company not acknowledged as debt in respect of: |
||
|
- Income tax |
0.87 |
0.94 |
|
- Sales tax |
2.17 |
1.07 |
|
- Service tax |
0.43 |
0.48 |
|
Total |
3.47 |
2.49 |
Sales tax and service tax demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Companyâs rights for future appeals.
The Company has on-going disputes with Income Tax Authorities against demands arising on completion of assessment proceedings under Income Tax Act, 1961. The Company has evaluated the above pending disputes and expects that its position will likely be upheld on ultimate resolution and these will not have a material adverse effect on the Companyâs financial position and results of operations.
|
Particulars |
Year ended 31 March 2024 |
Year ended 31 March 2023 |
|
Bank guarantees given |
503.66 |
358.61 |
|
ii) Commitments |
||
|
Particulars |
Year ended 31 March 2024 |
Year ended 31 March 2023 |
|
Estimated amount of contracts remaining to be executed on capital contracts and not provided for |
19.21 |
33.37 |
Management considers amortized cost for financial asset and liabilities to approximate the fair value. The Company does not have any assets measured at FVOCI.
The carrying amounts of trade receivables, cash and bank balances, financial assets, borrowings, trade payables and financial liabilities are considered to be approximately equal to the fair value.
The Company records certain financial assets and financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
The Company holds certain financial assets which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companyâs assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of fair value hierarchy. These levels are based on the observability of significant inputs to the measurement, as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The fair values of the Companyâs interest-bearing borrowings and loans are determined under amortised cost method using discount rate that reflects the issuerâs borrowing rate as at the end of the reporting period. These rates are considered to reflect the market rate of interest and hence the carrying value are considered to be at fair value.
Cash and bank balances, trade receivables, other financial assets, borrowings, trade payables and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
Note 38 : Financial risk management
The Companyâs principal financial liabilities comprise of loans and borrowings, trade and other financial liabilities . The main purpose of these financial liabilities is to finance the Companyâs operations and to provide guarantees to support its and companies operations. The Companyâs principal financial assets include trade receivables, investments, cash and bank balance, deposits and other financial asset that derive directly from its operations.
The Company is exposed to market risk, interest rate risk, foreign currency risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of these risks. The Companyâs senior management assesses the financial risks and the appropriate financial risk governance framework in accordance with the Companyâs policies and risk objectives. The Board of Directors review and agree on policies for managing each of these risks, which are summarised below.
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.
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 Companyâs exposure to the risk of changes in market interest rates are managed by borrowing at fixed interest rates. The Company has pre-closed all the loans and there is no outstanding loan as at 31 March 2024, accordingly no interest rate risk.
Most of the Companyâs transactions are carried out in Indian rupees. Exposures to currency exchange rates arise from the Companyâs overseas sales and purchases of materials, which are primarily denominated in US dollars (USD) and Great Britain Pound (GBP).
Foreign currency denominated financial assets and financial liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported to key management translated at the closing rate:
Currency risk (or foreign exchange risk) arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of this disclosure, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency.
The following table illustrates the sensitivity of profit and equity in regards to the Companyâs financial assets and financial liabilities and the USD/Rs exchange rate, GBP/Rs exchange rate and CHF/Rs exchange rate, ''all other things being equalâ. It assumes a /- 1% change of the USD/Rs. exchange rate for the year ended at 31 March 2024 (31 March 2023: /-1%), /- 1% change of the AED/Rs exchange rate for the year ended 31 March 2024 (31 March 2023: /- 1%).
If the Indian Rupee had strengthened against the USD by 1% during the year ended 31 March 2024 (31 March 2023: 1%), GBP by 1% during the year ended 31 March 2024 (31 March 2023: 1%) respectively then this would have had the following impact on profit before tax and equity before tax.
If the Indian Rupee had weakened against the USD by 1% during the year ended 31 March 2024 (31 March 2023: 1%) and GBP by 1% during the year ended 31 March 2024 (31 March 2023: 1%) respectively then there would an equal but opposite effect on the above currencies to the amount shown above, on the basis that all other variables remain constant.
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example trade receivables, deposits, investment, bank balance etc. the Companyâs maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting period, as summarised below:
The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.
In respect of trade receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics (Also refer note 23) . Trade receivables consist of a large number of customers. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good.
The credit risk for cash and bank balances are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Other financial assets mainly comprises of rental deposits, security deposits and other receivables which are given to landlords or other governmental agencies in relation to contracts executed are assessed by the Company for credit risk on a continuous basis.
Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-today business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on a monthly, quarterly, and yearly basis depending on the business needs. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.
The Company''s objective is to maintain cash and bank''s short term credit facilities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.
The Company considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. Cash flows from trade receivables are all contractually due within twelve months except for retention and long term trade receivables which are governed by the relevant contract.
The Company''s principal sources of liquidity are cash and cash equivalents, investment income, interest from deposits and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
During the financial year 2021-22, the Company has completed its Initial Public offer (''IPO") and listed its equity shares on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and listed its equity shares on 24 December 2021. The Company has received an amount of INR 281.42 Crore(net) from proceeds out of fresh issue of equity shares. The utilisation of net IPO proceeds is summarised below:
a) Fixed Deposits out of IPO Prceeds amounting to INR 16.37 crores. (Refer Note 14)
b) Bank balances in monitoring agency account amounting to INR 0.0003 crores (Refer Note 14)
During the financial year 2022-23, the Company allotted Equity shares through Qualified Institutional Placement (QIP) process to the Qualified Institutional Buyers. These equity shares were allotted on March 13, 2023 and will rank pari-passu with the existing equity shares.
a) Fixed Deposits out of QIP proceeds agency amounting to INR 239.76 crores (Refer Note 14)
b) Bank balances in monitoring agency account amounting to INR 0.0021 crores (Refer Note 14)
Note 40 : Additional regulatory information as required by Schedule III to the Companies Act, 2013
a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
b) The Company did not have any transactions with the entities that have been struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
c) The Company does not have any charges or satisfaction which is yet to be registered with Register of Companies (ROC) beyond the statutory period
d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e) 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:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
f) 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:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
g) The Company does not have any 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).
h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.
j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
k) Quarterly returns and statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
l) The Company has immovable property and title deeds of that Immovable Property are held in the name of the Company.
m) During the financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset and Intangible Assets.
n) The Company has maintained daily backup in accordance with the requirements of Companies Act 2013.
o) The company has implemented and tested the audit trail in accounting software in accordance with the requirements of Companies Act 2013, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature was not enabled at the database level to log any direct changes.
In connection with the preparation of the financial statements for the year ended 31 March 2024, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 17 May 2024. The shareholders of the Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuance of the same by the Board of directors.
Note 42 : Events after the latest reporting period, i.e. 31 March 2024
The Board or Directors have recommended a final dividend of Rs. 6.50 per Equity Share of Rs. 2.00 each for the financial year 2023-2024, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and hence no provision is created in the financial statements.
If the final dividend is approved, it would result in cash outflow of approximately of Rs. 36.39 crore.
Mar 31, 2023
The shareholders of the company vide its Annual General meeting held on 12th August 2021 have approved the Sub Division of nominal value of equity shares with Face value of Rs. 10/- each to face value Rs. 2/- each. Pursuant to the above resolution, the existing no of equity shares of 16,99,790 with nominal value of Rs. 10/- each sub-divided to 8498950 shares with nominal value of |Rs. 2/- each.
"*The shareholders of the company vide its Annual General meeting held of 12th August 2021 has approved the Issue of Bonus share in the ratio of 1:4 (i.e. 4 fully paid up equity share for every 10 equity share held)â.
The Shareholders of the Company vide its extra ordinary General meeting held on 03rd September 2021 have approved the Issue of Bonus shares in the ratio of 10:1 (i.e. i fully paid up equity share for every 10 equity share held)â.
Pursuant to the above resolutions, the Company issued and alloted 3,82,45,275 bonus equity shares of Rs. 2/- each to its shareholders by capitalising General reserves amounting to Rs. 7.65 crores.
Capital Reserve: The above capital reserve represents the difference between the net assets acquired and the carrying value of investment in the wholly owned subsidiary on merger.
General Reserve: Represents appropriation from one component of equity to another, not being an item of Other Comprehensive Income.
Securities Premium: Represents the premium on issue of equity shares.
Surplus in Statement of Profit and Loss: Represents retained earnings to the extent not appropriated to the general reserve or distributed otherwise.
Items of Other Comprehensive Income
i) Re-measurement of Net Defined Benefit Plan: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income.
HDFC sanctioned a auto premium term loan of Rs. 0.99 crore during the Financial year 2021 22. The loan is repayable in 39 monthly installments. Interest rate for the loan is 7.20%.The term loan is secured by exclusive charge on the vehicle purchased by the company as mentioned in the loan schedule.
The company does not have any borrowings from banks and financial institutions which have not been used for the specific purpose for which it was taken as at March 31,2023.
Sales tax and service tax demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company''s rights for future appeals.
The Company has on-going disputes with Income Tax Authorities against demands arising on completion of assessment proceedings under Income Tax Act, 1961. The Company has evaluated the above pending disputes and expects that its position will likely be upheld on ultimate resolution and these will not have a material adverse effect on the Company''s financial position and results of operations.
The Company is exposed to various risks in providing gratuity benefit which are as follows:
(a) 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 above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
(b) Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
(c) 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, based on past experience. 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.
(d) 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 adverse compared to the assumptions.
* The shareholders of the company vide its Annual General meeting held on 12th August 2021 have approved the following
a) Sub Division of nominal value of equity shares with Face value of Rs 10 each to Face value of Rs 2/- each
b) Issue of Bonus shares in the ratio of 1:4 (i.e 4 fully paid up equity share for every 1 equity share held)
The shareholders of the company vide its extra ordinary general meeting held on 03rd September 2021 have approved the issue of bonus shares in the ratio of 10:1 (i.e 1 fully paid up equity share for every 10 equity share held)
The Basic and Diluted Earnings per share have been calculated considering the above changes in the number of shares for all the prior periods reported.
The 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 funding requirements are met through internal accruals, long-term and short-term borrowings.
The Company manages its capital to ensure that it will be able to continue as going concern while maximizing the return to stakeholders through the optimisation of the debt and equity balance. The following table summarizes the capital of the Company:
The total carrying values of the above financial assets and liabilities are equal to their fair values as at their respective reporting date.
The Company is broadly exposed to credit risk, liquidity risk and market risk (fluctuations in exchange rates and price risk) as a result of financial instruments.
Board of Directors have the overall responsibility for the establishment, monitoring and supervision of the Company''s Risk Management framework.
The Company has an established Risk Management Policy that outlines risk management structure and provides a comprehensive frame work for identification, evaluation, prioritization, treatment of various risks associated with different areas of finance and operations
Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.
Significant amount of trade receivables are due from Government /Government Departments and Public sector undertakings (PSU) consequent to which the Company does not have a credit risk associated with such receivables. The impairment of trade receivables is based on modified expected credit loss model. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 39.
The cash and cash equivalents and margin money deposits are held with banks. The Company has not incurred any losses on account of default from banks on deposits.
Liquidity Risk is the risk that the company could encounter if it faces difficulty in meeting the obligations associated with financial liabilities by delivering cash and other financial asset or the risk that the Company will face difficulty in raising financial resources required to fulfill its commitments. The company''s exposure to liquidity risk is very minimal as it has a prudent liquidity risk management process in place which ensures maintaining adequate cash and marketable securities to pay its liabilities when they are due. To ensure continuity of funding, the Company has access to shortterm bank facilities in the nature of bank overdraft facility, cash credit facility and short-term borrowings to fund its ongoing working capital requirements and growth needs when necessary.
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates will affect the company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The company''s activities expose it to the financial risks of changes in foreign exchange rates and interest rate movements (refer to notes below on currency risk and interest risk).
The company is exposed to foreign exchange risk arising from foreign currency transactions primarily relating to purchases and sales made in foreign currencies such as US Dollar, Euro etc. Foreign exchange risk arises from existing and future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (INR).
The Company has completed Initial public Offering (IPO) of its equity shares, comprising a fresh issue of 51,42,425 equity shares (including Pre IPO placement of 10,39,861 equity shares) and offer for sale of 59,52,550 equity shares by the existing selling shareholders at an offer price of Rs. 585 per equity share (Rs 577 for Pre IPO placement) . Pursuant to the IPO, the equity shares were allotted on December 22, 2021 and listed on the BSE Limited and National Stock Exchange of India Limited on December 24, 2021.
The total IPO expenses incurred INR 42.56 crores (on provisional basis) (inclusive of taxes) have been proportionately allocated between the selling shareholders and the company. The Company''s share of expenses (net of tax of INR 0.75 crore) of INR 15.10 crores has been adjusted against securities premium account.
a) Fixed Deposits with monitoring agency amounting to INR 50 crores
b) Bank balances in monitoring agency account amounting to INR 1.21 crores (Refer Note 8)
During the FY 22-23, the Company allotted 40,97,319 Equity shares of Rs. 2/- each at an issue price of Rs. 1,220.31 per equity share through Qualified Institutional Placement (QIP) process to the Qualified Institutional Buyers . These equity shares were allotted on March 13, 2023 and will rank pari-passu with the existing equity shares.
The Company has spent Rs. 12.24 Cr towards the Qualified Institutional Placement process and the same is adjusted in Securities Premium account.
A The Company has paid final dividend of Rs 11.9 crores for the FY 2020-21 during August 2021 upon receipt of approval from members in the Annual General meeting.
The Company has paid final dividend of Rs 18.16 crores for the FY 2021-22 during September 2022 upon receipt of approval from members in the Annual General meeting.
The Board of Directors have recommended a dividend of Rs 4.50 /- per share on equity shares of 2/- each for the Financial Year 2022-23 subject to approval of Members at the Annual General Meeting.
B The company has not been declared as a wilful defaulter by any bank or financial institution or other lenders as defined under the guidelines on wilful defaulters issued by the Reserve Bank of India.
C The company has not transacted with other companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
D The Company does not have Investments in other companies and hence compliance 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 does not apply.
E No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
F There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
G The Company has borrowings from banks on the basis of security of current assets and the quarterly returns filed by the Company with banks are in accordance with the books of accounts of the Company for the respective quarters.
H There are no charges / satisfaction yet to be registered with ROC beyond the statutory period as prescribed under the Companies Act, 2013.
I The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
J The Company does not have any transactions, which are not recorded in the books of account, 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)
Mar 31, 2022
The Company has one class of equity shares having a par value of Rs.2 per share. Each shareholder is eligible for one vote per share held. 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 shareholding.
The shareholders of the company vide its Annual General meeting held on 12th August 2021 have approved the Sub Division of nominal value of equity shares with Face value of Rs 10 each to Face value of Rs 2 each. Pursuant to the above resolution, the existing no of equity shares of 16,99,790 with nominal value of Rs 10 each sub-divided to 84,98,950 shares with nominal value of Rs 2 each.
â*The shareholders of the company vide its Annual General meeting held on 12th August 2021 have approved the Issue of Bonus shares in the ratio of 1:4 (i.e 4 fully paid up equity share for every 1 equity share held)
The shareholders of the company vide its extra ordinary general meeting held on 03rd September 2021 have approved the Issue of Bonus shares in the ratio of 10:1 (i.e 1 fully paid up equity share for every 10 equity share held)"
Pursuant to the above resolutions, the Company issued and alloted 3,82,45,275 bonus equity shares of 2/-each to its shareholders by capitalising General reserves amounting to Rs 7.65 crores.
The shareholders of the company vide its extra ordinary general meeting held on 03rd September 2021 have approved the issue of Bonus shares in the ratio of 10:1 (i.e 1 fully paid up equity share for every 10 equity share held)
Capital Reserve: The above capital reserve represents the difference between the net assets acquired and the carrying value of investment in the wholly owned subsidiary on merger.
General Reserve: Represents appropriation from one component of equity to another, not being an item of Other Comprehensive
Income.
Surplus in Statement of Profit and Loss: Represents retained earnings to the extent not appropriated to the general reserve or distributed otherwise.
i) Re-measurement of Net Defined Benefit Plan: Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income.
State Bank of India has sanctioned Guaranteed Emergency Credit Line (GECL) of Rs 5.04 crores to the company during March 2021.The loan is secured by a pari-passu charge over the primary and collateral securities along with other lenders under the Multiple Banking Arrangement. The Loan is repayable in 36 monthly installments after 12 months of moratorium and interest rate for the loan is 0.75% above the EBLR, maximum interest rate being 9.25%. Effective rate at the time sanctioning the loan is 7.40%. The loan was repaid entirely during the Fnancial year 2021-22
HDFC sanctioned a term loan of Rs. 36 crores during the Financial year 2020-21. The loan was repayable in 5 years with an initial fixed assets of the Company with the other banks as primary security and pari-passu charge on the land and building at H-9. SIPCOT IT Park, Siruseri, Chennai - 603103, personal guarantee of the directors.The company had drawn upto Rs 11 crores out of the sanctioned limit. The loan was repaid entirely during the Financial year 2021-22
HDFC sanctioned a auto premium term loan of Rs. 0.99 crore during the Financial year 2021 22. The loan is repayable in 39 monthly installments.Interest rate for the loan is 7.20%.The term loan is secured by exclusive charge on the vehicle purchased by the company as mentioned in the loan schedule.
The company does not have any borrowings from banks and financial institutions which have not been used for the specific purpose for which it was taken as at March 31,2022.
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Note No 32 Contingent Liabilities and commitments |
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|
Particulars |
As at 31st March 2022 |
As at 31st March 2021 |
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Contingent liabilities: |
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Disputed Demands under Appeals |
||
|
i) Sales Tax |
1.21 |
1.21 |
|
ii) Service Tax |
0.48 |
0.48 |
|
iii) Income Tax |
1.38 |
1.38 |
Sales tax and service tax demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company''s rights for future appeals.
Uncertainity over Income tax treatment
The Company has on-going disputes with Income Tax Authorities against demands arising on completion of assessment proceedings under Income Tax Act, 1961. The Company has evaluated the above pending disputes and expects that its position will likely be upheld on ultimate resolution and these will not have a material adverse effect on the Company''s financial position and results of operations.
b) Defined benefit plans
Gratuity liability has been provided based on the actuarial valuation carried out at the year end.
The company has a gratuity scheme in respect of which company''s contribution is funded through an approved trust fund. The details of actuarial valuation in respect of Gratuity is furnished hereunder:
The Company is exposed to various risks in providing gratuity benefit which are as follows:
(a) 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 above benefit and will thus result in an increase in the value of the liability (as shown in financial statements)."
(b) Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
(c) 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, based on past experience. 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.
(d) 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 adverse compared to the assumptions.
The shareholders of the company vide its extra ordinary general meeting held on 03rd September 2021 have approved the issue of bonus shares in the ratio of 10:1 (i.e 1 fully paid up equity share for every 10 equity share held)
The Basic and Diluted Earnings per share have been calculated considering the above changes in the number of shares for all the prior periods reported.
The total carrying values of the above financial assets and liabilties are equal to their fair values as at their respective reporting date. Financial risk management objectives
The Company is broadly exposed to credit risk, liquidity risk and market risk (fluctuations in exchange rates and price risk) as a result of financial instruments.
Board of Directors have the overall responsibility for the establishment, monitoring and supervision of the Company''s Risk Management framework.
The Company has an established Risk Management Policy that outlines risk management structure and provides a comprehensive frame work for identification, evaluation, prioritization, treatment of various risks associated with different areas of finance and operations
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.
Significant amount of trade receivables are due from Government /Government Departments and Public sector undertakings (PSU) consequent to which the Company does not have a credit risk associated with such receivables.The impairment of trade receivables is based on modified expected credit loss model. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 38
The cash and cash equivalents and margin money deposits are held with banks. The Company has not incurred any losses on account of default from banks on deposits.
Liquidity Risk is the risk that the company could encounter if it faces difficulty in meeting the obligations associated with financial liabilities by delivering cash and other financial asset or the risk that the Company will face difficulty in raising financial resources required to fullfil its commitments. The company''s exposure to liquidity risk is very minimal as it has a prudent liquidity risk management process in place which ensures maintaining adequate cash and marketable securities to pay its liabilities when they are due. To ensure continuity of funding, the Company has access to shortterm bank facilities in the nature of bank overdraft facility, cash credit facility and short-term borrowings to fund its ongoing working capital requirements and growth needs when necessary.
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates will affect the company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The company''s activities expose it to the financial risks of changes in foreign exchange rates and interest rate movements (refer to notes below on currency risk and interest risk).
The company is exposed to foreign exchange risk arising from foreign currency transactions primarily relating to purchases and sales made in foreign currencies such as US Dollar, Euro etc. Foreign exchange risk arises from existing and future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (INR).
Issue of equity shares through IPO:
The Company has completed Initial public Offering (IPO) of its equity shares, comprising a fresh issue of 51,42,425 equity shares (including Pre IPO placement of 10,39,861 equity shares) and offer for sale of 59,52,550 equity shares by the existing selling shareholders at an offer price of Rs. 585 per equity share (Rs 577 for Pre IPO placement) . Pursuant to the IPO, the equity shares were allotted on December 22, 2021 and listed on the BSE Limited and National Stock Exchange of India Limited on December 24, 2021.
The total IPO expenses incurred INR 42.56 crores (on provisional basis) (inclusive of taxes) have been proportionately allocated between the selling shareholders and the company. The Company''s share of expenses (net of tax of INR 0.75 crore) of INR 15.14 crores has been adjusted against securities premium account.
Note No 44 Impact on account of COVID 19:
In view of the Government of India''s Order under the Disaster Management Act, 2005 to implement complete lock down in all parts of India with effect from 25th March 2020 to contain spread of COVID-19 virus and partial lockdown during FY 2021-22, the operations of the Company were shut down. Though this has impacted the normal operations of the Company by way of interruption in production, supply chain disruption and unavailability of personnel, there has been no material impact on the financial performance of the Company for the quarter and year ended 31st March 2022.
The extent of the impact of COVID-19 on the future operational and finance performance will depend on certain developments including the duration and spread of the outbreak, the future impact on employees and vendors, all of which are uncertain and cannot be predicted. As the impact of COVID-19, if any, on the future operational and financial performance of the company may be different from management estimates in this regard, the company will continue to closely monitor any changes as they emerge.
C The Company has paid final dividend of Rs 11.9 crores for the FY 2020-21 during August 2021 upon receipt of approval from members in the Annual General meeting.
The Board of Directors have recommended a dividend of Rs 3.50 /- per share on equity shares of Rs 2/- each for the Financial Year 2021-22 subject to approval of Members at the Annual General Meeting.
D The company has not been declared as a wilful defaulter by any bank or financial institution or other lenders as defined under the guidelines on wilful defaulters issued by the Reserve Bank of India.
E The company has not transacted with other companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
F The Company does not have Investments in other companies and hence compliance 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 does not apply.
G The company applied to National Company Law Tribunal (NCLT) on 11th December 2019 for merging the activities of its wholly owned subsidiary Data Patterns India Private Limited through a scheme of amalgamation and the same was approved by National Company Law Tribunal, Chennai Bench vide its order dated 13th April 2021.
As per the order received from NCLT, the appointed date for the scheme of merger was 01.04.2018. The order from NCLT was filed with the Ministry of Corporate affairs on 08th May 2021.
The above scheme was given effect in preparation and presentation of the financial statements of the last year (FY 2020-21) in accordance with the scheme of arrangement and the accounting standards.
H ""No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries""
I There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
K There are no charges / satisfaction yet to be registered with ROC beyond the statutory period as prescribed under the Companies Act, 2013.
L The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
M The Company does not have any transactions, which are not recorded in the books of account, 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)
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