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Notes to Accounts of Tarsons Products Ltd.
(i) Provisions and Contingencies
(i) Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management''s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company
or a present obligation that is not recognized because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability
that cannot be recognized because it cannot be measured reliably.
Contingent assets are not recognized but disclosed in the financial statements when an inflow of economic
benefit is probable.
(j) Income recognition
Dividend
Dividends are received from Financial assets at fair value through profit or loss and at FVOCI. Dividends are recognized
as Other income in profit or loss when the right to receive payment is established. This applies even if they are paid
out of pre-acquisition profits, unless the dividend clearly represents a recovery of part of the cost of the investment.
Interest income from Financial assets at fair value through profit or loss is disclosed as Interest income within
other income. Interest income on Financial assets at amortized cost and Financial assets at FVOCI is calculated
using the effective interest method is recognized in the statement of profit and loss as part of Other income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for Financial assets that subsequently become credit-impaired. For credit-impaired Financial assets
the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).
(k) Offsetting
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the
asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the
Company or the counterparty.
(l) Inventories
Inventories are measured at the lower of cost or net realisable value. The cost of inventories includes expenditure
incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them
to their present location and condition. The cost comprises cost of purchase, cost of conversion and other costs
including appropriate production overheads in the case of finished goods and work in progress, incurred in bringing
such inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished
products.
Raw materials, components and other supplies held for use in the production of finished products are not written
down below cost except in cases where material prices have declined and it is estimated that the cost of the finished
products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
(m) Foreign Currency Translation
(i) Functional and presentation currency
I tems included in the financial statements are measured using the currency of primary economic environment
in which the entiry operates (''the functional currencyâ). The financial statement are presented in Indian rupee
(INR), which is Tarsons Produts Limitedâs functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange
rates are generally recognized in profit or loss.
All other foreign exchange gain and losses are presented in the statement of profit and loss on a net basis within
Other income/(expense).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities
denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent
at the date of transaction.
(n) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. Trade receivables are recognized initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognized at fair value. The Company holds the Trade
receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at
amortized cost using the effective interest method, less loss allowance.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial
year which are unpaid. The amounts are unsecured and are generally paid within 30 to 90 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using
the effective interest method.
(p) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
(q) Earnings Per Share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠the profit attributable to owners of the Company
⢠by the weighted average number of equity shares outstanding during the financial year, adjusted for
bonus element in equity shares issued during the year and excluding treasury share
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:
⢠the after income tax effect of interest and other financing costs associated with dilutive potential equity
shares, and
⢠the weighted average number of additional equity shares that would have been outstanding assuming
the conversion of all dilutive potential equity shares
(r) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.
The Board of Directors of the Tarsons Products Limited has been identified as the Chief Operating Decision Maker
(CODM) as defined by Ind AS 108, Operating Segments. All operating segmentsâ operating results are reviewed
regularly by the Companyâs Chief Operating Decision Maker (CODM) to make decisions about resources to be
allocated to the segments and assess their performance. Refer note 38 for details on segment information presented.
(s) Government Grant
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant
will be received and the Company will comply with all attached conditions.
Government grants relating to income such as duty drawbacks and other export benefit entitlements are deferred
and recognized in the profit or loss over the period necessary to match them with the costs that they are intended to
compensate and presented within Other income.
Government grants relating to the purchase of Property, plant and equipment (Export Promotion Capital Goods) are
included in non-current and current liabilities (as applicable) as deferred income and are credited to profit or loss on
a straight-line basis over the expected lives of the related assets and presented within Other income.
(t) Derivative Financial Instruments
The Company uses derivative financial instruments such as forward foreign exchange contracts, to safeguard its risks
associated with foreign exchange fluctuations. Such derivative financial instruments are used as risk management
tools and not for speculative purposes. The Company enters into certain derivative contracts to hedge risk which are
not designated as hedges. Derivatives are initially recognized at fair value at the date of derivative contracts being
entered into and are subsequently measured at fair value at the end of each reporting period, with changes included
in "Other Income/ Other Expenses
(u) Exceptional items
The Company recognizes exceptional item when items of income and expenses within Statement of Profit and
Loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to explain the
performance of the enterprise for the period.
(i) The Company does not have any lease of low value assets.
(ii) Extensions and termination options are included in major lease contracts of the Company. These are used to
maximize operational flexibility in terms of managing the assets used in the Companyâs operations. In case of
building, Company have extension right to extend the lease for two terms of 99 years which has not been considered
for determining the lease term in absence of reasonable certainty.
(iii) There are no residual value guarantees in relation to any lease contracts.
(iv) In determining the lease term, management considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination
options) are only included in lease term if the lease is reasonably certain to be extended (or not terminated). Most
extension options in buildings have not been included in lease liability, because the Company can replace the assets
without significant cost or disruption. The lease term is reassessed if an option is actually exercised (or not exercised)
or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only
revized if a significant event or significant change in circumstances occurs, which affect this assessment and that is
within the control of lessee.
(v) The Company had a total cash outflow of '' 0.03 Million for leases for the year ended 31st March, 2026 (Previous year:
'' 0.04 Million)
(i) For the year ended 31st March, 2026, the Company secured loans from banks and generated internal cash flows.
During the year, the Company invested Euro 3 Million ('' 310.39 Million) in its wholly owned subsidiary. The subsidiary
deployed these investments to meet its obligations, which included, among other purposes, the repayment of an
outstanding loan of Euro 2.4 Million ('' 218.37 Million) previously granted to it by the Company.
Impairment test for Investments in Tarsons Life Science Pte Ltd., a wholly owned subsidiary
Based on certain indicators of impairment, the Company performed an impairment assessment of its equity investment
in Tarsons Life Science Pte. Ltd., its wholly owned subsidiary ("TLSPL"). TLSPL is an investment holding company and
has made a downstream investment in Nerbe Plus GmbH & Co KG and Nerbe R&D GmbH. The recoverable amount of the
Companyâs exposure in TLSPL has been determined with reference to the discounted cash flow forecasts of Euro 7.38
Million ('' 804.53 Million).
The assessment is based on current economic conditions, estimated future operating results and growth rates. The
calculations use cash flow projections derived from financial budgets covering a five-year period. Cash flows beyond this
five-year period are extrapolated using the estimated growth rates set out below. These growth rates are consistent with
forecasts included in industry reports relevant to the industry in which the aforesaid subsidiary operates.
(iii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any
other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate
Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Also refer Note 4(i).
(iv) The loan was utilized by the wholly owned subsidiary in the ordinary course of business for onward acquisition of
Nerbe Plus GmbH & Co. KG and Nerbe R&D GmbH, step down subsidiaries.
(i) There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties
(as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any
other person that are repayable on demand or without specifying any terms or period of repayment during the current
or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans,
the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal
amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not
prejudicial to the interest of the Company.
(ii) The Company has granted unsecured loans to six employees during the year (seven employees during the previous
year). The aggregate amount during the current and previous year and balance outstanding at each balance sheet
date with respect to these loans to employees are as per the table given below:
(i) Refer Note 15 for information on inventories hypothecated as security by the Company.
(ii) The Company has made a provision of '' 49.73 Million as at 31st March, 2026 ('' 40.50 Million for Finished goods
and '' 9.23 Million for Raw materials) and '' 41.77 Million as at 31st March, 2025 ('' 26.51 Million for Finished goods
and '' 15.26 Million for Raw materials) towards slow moving, non-moving and obsolete inventory. The Company has
recognized an amount of '' 7.97 Million (Previous year: '' 4.00 Million) as an expense in the Standalone Statement of
Profit & Loss.
(v) There are no outstanding receivables due from directors or other officers of the Company or any of them either severally
or jointly with any other person or debt due by firms or private companies respectively in which any director is a partner or
a director or member as at 31st March, 2026 and 31st March, 2025.
(vi) Refer Note 37 for trade receivables from related party.
(vii) Refer Note 33 for information about credit risk and market risk on receivables.
(viii) Refer Note 15 for information on Trade receivable hypothecated as security by the Company
(ix) There are no customers contributing more than 10% of the total outstanding receivables as at 31st March, 2026 and
31st March, 2025.
(f) A bonus issue was made to the Class A equity shareholders of the Company as of the record date 25th June, 2021 in
the ratio of 52:1, pursuant to Board of Director''s and Shareholdersâ resolutions passed in their meeting held on 14th
June, 2021 and 16th June, 2021, respectively. Pursuant to this, the Company has issued 49,979,280 Class A bonus
equity shares of '' 2 each.
(g) The Class A equity shares of the Company were sub-divided from equity shares of face value of '' 10 each into
equity shares of face value of '' 2 each, pursuant to Board of Director''s and Shareholders'' resolutions passed in
their meeting held on 14th June, 2021 and 16th June, 2021 respectively. The record date for the aforementioned
subdivision was 25th June, 2021.
(h) The Company has bought back 8,013 Class B equity shares having face value of '' 10 each during the year ended
31st March, 2021.
(i) No equity shares were allotted as fully paid up pursuant to contract without payment being received in cash during
the last five years.
Nature and purpose of reserves
(a) Securities premium:
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The
Security premium is utilized in accordance with the provisions of the Companies Act, 2013.
(b) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation
approved by the Honâble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor
Company) with the Company (Transferee Company) with effect from 1st April, 2012.
(c) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the
Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up
unissued shares of the Company to the members as fully paid bonus shares.
(d) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognized
and accumulated under the heading "Retained Earnings". At the end of the year, the profit after tax and other
comprehensive income is transferred from the Standalone Statement of Profit and Loss to retained earnings.
Other comprehensive income comprises actuarial gains and losses on defined benefit obligation.
(c) Repayment schedule of current borrowings and assets pledged as security as at 31st March, 2026 and 31st
March, 2025
A. Cash Credit and Working Capital Demand Loans facilities of Axis Bank and HDFC Bank are secured by way of
pari passu first hypothecation charge created over the entire current assets and movable fixed assets of the
Company, both present and future, except exclusively financed by other Banks/Financial Institutions.
B. Cash Credit and Working Capital Demand Loans facilities of ICICI bank, Yes bank, Standard Chartered bank, CITI
bank and Kotak bank an are secured by way of pari passu first hypothecation charge created over the entire
current assets of the company both present and future, except exclusively finance by other Banks.
(d) Refer Note 42 for the details of liabilities recognized under supplier financing arrangements
(e) Refer Note 45 for the details of securities given against standby letter of credit facilities availed from the Citi Bank N.A.
32 EMPLOYEE BENEFIT OBLIGATIONS
A Post-employment obligations
Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme,
the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on
retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s
eligible salary (15 days salary) depending upon the tenure of service subject to a revized maximum limit of amount
payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial
valuation as set out in Note 2.10(g) based upon which the Company makes contribution to the Gratuity fund. Further
refer note (j) below.
The Gratuity scheme is a defined benefit plan that provides for a lump sum payment to be made on exit either by
way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary
and the period of service and paid as lump sum at exit.The Company is exposed to various risks in providing the
above gratuity benefit which are as follows:
(a) Interest rate risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields
fall, the defined benefit obligation will tend to increase.
(b) Salary escalation risk
The present value of the defined benefit plan calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate
of increase in salary used to determine the present value of obligation will have a bearing on the planâs
liability.
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include mortality,
withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation
is not straight forward and depends upon the combination of salary increase, discount rate and vesting
criteria.
(j) Effective 21st November, 2025, The Government of India has consolidated multiple existing labour legislations
into a unified framework comprising of four Labour Codes collectively referred to as the ''New Labour Codesâ.
Under Ind AS 19, changes to employee benefit plans arising from legislative amendments constitute a plan
amendment, requiring recognition of past service cost immediately in the statement of profit and Loss. The
Company has assessed and disclosed the incremental impact of the New Labour Codes of '' 11.27 Million in
standalone statement of profit and loss, primarily arising due to change in definition of wages. Considering the
materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such past
service cost as "Statutory impact of new Labour Codes" under "Exceptional Items" in the standalone statement
of profit and loss.
32 EMPLOYEE BENEFIT OBLIGATIONS (CONTD.)B Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employeesâ State Insurance. The
contributions are made to Registered Provident Fund and Employeesâ State Insurance Fund administered by the
government. The obligation of the Company is limited to the amount contributed and it has no further contractual
nor any constructive obligation. The expense recognized during the year towards Provident Fund is '' 24.33 Million
(Previous year: '' 21.94 Million). The Company has also contributed '' 3.10 Million (Previous year: '' 2.67 Million) towards
Employeesâ State Insurance Fund. These have been recognized as an expense and included under ''Contribution to
provident and other fundâ (Refer Note 27).
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT
A Accounting classifications and fair values
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods
and assumptions used to estimate the fair values are consistent with those used in the year ended 31st March, 2025.
This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for
which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs
used in determining fair value, the Company has classified its financial instruments into three levels prescribed
under the accounting standard. An explanation of each level follows below.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1, that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices) and rely as little as possible on entity specific
estimates.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Fair values are determined in whole or in part, using a valuation based on assumptions that are neither supported
(i) Current financial assets and liabilities are stated at carrying value which is approximately equal to their fair value
(ii) The Company does not hold or issue derivative financial instruments for trading purposes. All transactions in
derivative financial instruments are undertaken to manage risks arising from underlying business activities. All
derivative instruments are designated as not in hedging relationships. Derivatives are fair valued using market
observable rates and published prices together with forecast cash flow information where applicable.
(iii) Management assessed that the carrying amount of borrowings, certain security deposits given and taken (non
current) and bank deposits (non current) approximates to their fair values as the difference between the carrying
amount and the fair value is not expected to be significant.
(iv) Management uses its best judgment in estimating the fair value of its financial instruments. However, there are
inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair
value estimates presented above are not necessarily indicative of all the amounts that the Company could have
realized or paid in sale transactions as of respective dates. As such, the fair value of the financial instruments
subsequent to the respective reporting dates may be different from the amounts reported at each year end.
(v) The Companyâs policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end
of the reporting period. There have been no transfers between Level 1, Level 2 and Level 3 from 31st March,
2026 to 31st March, 2025.
The Company has exposure to the following risks arising from financial instruments:
⢠Credit risk (ii) ;
⢠Liquidity risk (iii) ; and
⢠Market risk (iv)
i. Risk management framework
The Companyâs Board of Directors has overall responsibility for the establishment and oversight of the Companyâs
risk management framework. The Board of Directors has constituted the risk management committee, which is
responsible for developing and monitoring the Companyâs risk management policies. The committee reports to
the Board of Directors on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company,
to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The
Company, through its training and management standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Credit risk encompasses both the direct risks of default and the risk of deterioration of credit worthiness as
well as concentration risk. Credit risk also arises from cash held with banks and financial institutions and
other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial
assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company
assesses the credit quality of the counterparties, taking into account their financial position, past experience
and other factors. None of the financial instruments of the Company result in material concentration of credit
risk.
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the customer
operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the
customer, taking into account its financial position, past experience and other factors. Outstanding customer
receivables are regularly monitored.
At each reporting date the Company measures loss allowance on trade recievables based on historical trend,
industry practice and the business environment in which the Company operates. The assumptions and estimates
applied for determining credit loss are reviewed periodically. The company also uses lifetime of expected credit
loss model based on provisional matrix for estimating the allowance for expected credit losses.
Cash and cash equivalents and other financial assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with
high credit ratings assigned by domestic credit rating agencies.
The Company periodically monitors the recoverability and credit risks of cash and its other financial assets
including security deposits. The Company evaluates 12-month expected credit losses for all the financial assets
except trade recievables and the risk assessed is insignificant.
The Company is subject to credit risk concerning the financial guarantees it has provided to the bank for
borrowings undertaken by its wholly-owned subsidiary. These guarantees are secured by:
(i) A first pari passu charge over the Companyâs existing and future inventories and accounts receivable, and
(ii) A first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
The maximum potential exposure for the Company under these guarantees is equivalent to the highest amount
payable should the bank invoke the guarantee. For further details, please refer to Note 34.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Companyâs reputation.
The Companyâs principal sources of liquidity are cash and cash equivalents and the cash flow that is generated
from operations.The Company has managed its liquidity and working capital requirements through cash
generated from operations and through intermittent borrowings.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts
disclosed in the table are the contractual undiscounted cash flows.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market conditions. Market risk comprises of three types of risks: interest rate risk, price risk and
currency risk. Financial instruments affected by market risk includes Trade receivable/payable, other financial
assets /financial liabilities. The company is not exposed to any factors arising due to price 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 Companyâs exposure to risk of change in market interest rates relates
primarily to its debt interest obligations. Itâs borrowings as at 31st March, 2026 are at floating rates and its future
cash flows will fluctuate because of changes in market interest rates. The Companyâs fixed rate borrowings are
carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107 ''Financial
Instruments Disclosuresâ, since neither the carrying amount nor the future cash flows will fluctuate because of
a change in market interest rates.
Interest Rate Risk Exposure
The exposure of the Companyâs borrowings to interest rate changes at the end of the reporting period are
as follows:
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company operates in international markets and therefore is exposed to
foreign currency risk arising from foreign currency transactions. The exposure relates primarily to the Companyâs
operating activities (when the revenue or expense is denominated in foreign currency) and borrowings in foreign
currencies, if any. The foreign exchange loss/(gain) is recognized in the Standalone Statement of Profit and Loss.
(i) Risk management framework
The Companyâs objectives when managing capital are to:
⢠safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
⢠Maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company is based on managementâs judgement of the appropriate balance of key
elements in order to meet its strategic and day-to-day needs. The Company manages its capital structure and
makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following Net Debt-
Equity ratio:
Net debt (total borrowings and lease liabilities net of Cash and cash equivalents) divided by Total equity (as
shown in the balance sheet).
35 The Honâble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The
Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain
allowances from the definition of "basic wages" of the relevant employees for the purposes of determining
contribution to provident fund under the Employeesâ Provident Funds and Miscellaneous Provisions Act, 1952.
Based on assessment performed by the management of the impact of aforesaid judgement and the related circular
dated 20 March, 2019 issued by the EPFO, the order did not result in any material impact on these standalone financial
statements. The Management will continue to assess the impact of further developments relating to retrospective
application of the Honâble Supreme Courtâs judgement taking into account the additional guidance as and when issued by
the statutory authorities and deal with it accordingly.
37 RELATED PARTY DISCLOSURES (CONTD.)Notes:
(i) All outstanding balances are unsecured and repayable in cash.
(ii) All transactions were made at normal commercial terms and conditions and at market rates following the
principles of Armâs length.
(iii) No provisons are held against receivable from related parties.
(iv) Refer Note 45 for details of corporate financial guarantee given by the Company.
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain
scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and
expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of
Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108,
Operating Segments. The CODM reviews the financial statements when making decisions about allocating resources
and assessing performance of the Company as a whole and hence, the Company has only one reportable segment.
The Company operates and manages its business as a single segment. The Company sells its products in overseas
markets however, in absence of any single significant market, CODM reviews geographical operations as "Within India"
and "Outside India". The information in respect of these is given below:
39 CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least
2% of its average net profit of the immediately preceding three financial years on Corporate Social Responsibility (CSR)
activities.
42 Supplier finance arrangements are characterised by one or more finance providers offering to pay amounts that an entity
owes its suppliers and the entity agreeing to pay according to the terms and conditions of the arrangements at the same
date as, or a date later than, when suppliers are paid. These arrangements provide the entity with extended payment
terms, or the entityâs suppliers with early payment terms, compared to the related invoice payment due date.
The Company has entered into a reverse factoring arrangement for its trade payables to micro, small and medium
enterprises (MSME suppliers or "sellers"). For this purpose, the Company, as "buyer," has executed a master agreement
with A.Treds Ltd. and Mynd Solutions Pvt. Ltd. (the "Exchange") for supplier financing. The Exchange operates the platform
under the brand name "Invoicemart" and "Mlxchange" respectively. It acts as an intermediary that connects the buyer, the
seller, and participating financiers on a common platform for the factoring or reverse factoring of invoices. The Company
initiates each transaction by uploading the payable invoice and relevant supporting documents on the platform, where
financiers (banks and other financial institutions) bid to provide financing. The primary objective of this facility is to ensure
MSME suppliers are paid by their statutory due dates while enhancing the groupâs working capital position through access
to financing.
Key terms and conditions of the arrangement are:
⢠The Company decides which invoices will be financed.
⢠The financier pays the MSME supplier on or within 45 days from the date of the invoice.
⢠The Company pays the financier on or within 180 days from the date of the invoice.
⢠The financing terms are negotiated by the Company, and it bears interest in the range of 6-8% from the date of credit
availed till the date of payment
Amounts are reclassified from trade payables to borrowings once those trade payables become part of supplier finance
arrangement. This reclassification is treated as a non-cash change, as no cash payment occurs at that point. There
were non-cash transfers from trade payables to liabilities under the supplier finance arrangement. See note below for
presentation in the statement of cash flows.
* The Company has not provided comparative information in respect of the amendments to Ind AS 7 and Ind AS 107
relating to supplier finance arrangements, as it has applied the transitional relief available on initial adoption of these
amendments, which allows entities not to present comparative disclosures for prior periods.
The carrying amounts of liabilities under the supplier finance arrangement are considered to be reasonable approximations
of their fair values, due to their short-term nature.
Presentation in the balance sheet and statement of cash flows
The Company derecognizes the original trade payables when those payables become part of the supplier finance
arrangement. The related liabilities under the supplier finance arrangement are presented within ''Borrowingsâ, because
they represent financing obtained by the Company and are sufficiently different from trade payables. All liabilities under
the arrangement are classified as current, since they are required to be settled within 180 days from the date of the invoice.
For the purpose of the statement of cash flows, management has determined that the amounts are not part of the working
capital used in the entityâs principal revenue-producing activities, so it presents the cash outflows to settle the supplier
finance liability in financing.
Management considers that the finance provider settles the invoices as a payment agent on behalf of the entity. The
payments made by the finance provider are therefore presented as operating cash outflows and financing cash inflows in
equal but opposite amounts at the point when the finance provider pays the supplier. When the Company subsequently
pays the amount outstanding to the finance provider, this is presented as a financing cash outflow. Management has
included the cash inflows and outflows arising out of this arrangement as a financing cash flows in the proceeds and
repayment of working capital loans.
43 OTHER REGULATORY INFORMATION(i) Borrowing secured against current assets
Year ended 31st March, 2026
The Company has been sanctioned working capital limits in excess of '' 50 Million, in aggregate, from banks on the
basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which
are in agreement with the unaudited books of account. The Company has not filed returns or statements with such
banks for the quarter ended 31st March, 2026, and it would be appropriately filed by the Company subsequent to the
issue of financial statements by the Board of Directors which has been agreed by the Company with the respective
banks.
The Company has been sanctioned working capital limits in excess of '' 50 Million on the basis of security of current
assets. The quarterly returns or statements of current assets filed by the Company with the banks are in agreement
with the books of accounts. Returns/Statements for the quarter ended 31st March, 2025 is yet to be submitted and
it would be appropriately filed by the Company subsequent to the issue of these financial statements by the Board of
Directors which has been agreed by the Company with the respective banks.
43 OTHER REGULATORY INFORMATION (CONTD.)
Nature of Current Asset offered as Security
(a) First pari passu hypothecation charge over the entire current assets and movable fixed assets of the Company,
both present and future, except exclusively financed by other banks/financial institutions
(b) First Pari Passu hypothecation charge over the entire current assets of the Company, both present and future
(c) First pari passu hypothecation charge over the Companyâs existing and future inventories and accounts
receivable, and first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or
section 560 of the Companies Act, 1956.
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the
Companies (Restriction on number of Layers) Rules, 2017
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial year.
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax Act, 1961, that has not been recorded in the books of account.
(vii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current and previous
financial year.
(viii) Valuation of Property, plant and equipment, right-of-use assets and intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets
or both during the current or previous year.
(ix) Registration of charges or satisfaction with the Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.
(x) Utilization of borrowings availed from banks
The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were
taken. Further, no funds raised on a short-term basis have been used for long-term purposes by the Company.
43 OTHER REGULATORY INFORMATION (CONTD.)
(xi) Foreseeable losses on long term contracts
The Company was not required to recognize a provision as at 31st March, 2026 under the applicable law or Indian
Accounting Standards, as it does not have any material foreseeable losses on long-term contracts. The Company
has made provision for material foreseeable losses on long-term derivative contracts.
(xii) Amount required to be transferred to the Investor Education and Protection Fund
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31st March, 2026 and 31st March, 2025.
(xiii) Core Investment Company
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of
India. Further, the Group [as defined in the Core Investment Companies (Reserve Bank) Directions 2016] does not
have any CICs, which are part of the Group.
(xiv) Back up of books and accounts
The books of account and other relevant books and papers maintained in electronic mode by the Company are
accessible in India, at all times, so as to be usable for subsequent reference. The back-up of the books of account
and other books and papers of the company maintained in electronic mode are kept in servers physically located in
India on a daily basis.
(xv) Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software,
except that the audit trail is not maintained for certain books of accounts records in case of modification by certain
users with specific access and the audit trail feature is not maintained for direct database changes. Further, the audit
trail to the extent maintained in the prior year has been preserved by the Company as per the statutory requirements
for record retention.
(xvi) Utilization of borrowed funds and share premium
The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding
Parties") with the understanding, whether recorded in writing or otherwise, that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(xvii) Details of Benami Property
No proceedings have been initiated on or are pending against the Company for holding benami property under
the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) [formerly Benami Transactions
(Prohibition) Act, 1988 (45 of 1988)] and Rules made thereunder.
44 During the import of a machinery, certain components sustained damage while in transit to India. The Company has
estimated the resulting loss and has filed an insurance claim, which is currently under process. A total provision of ''
93.45 Million has been recognized during the year ended 31st March, 2025 in relation to the damaged components. The
Company continues to pursue the insurance claim.
45 The Company has availed credit facilities from Citi Bank N.A. on the basis of following securities in the previous year:
(i) A first pari passu charge over the groupâs existing and future inventories and accounts receivable, and
(ii) A first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
Pursuant to the above credit facilities, the Company had provided financial guarantee amounting to Euro 10.6 Million
in the form of stand-by letter of credit (SBLC), in respect of a loan amounting to Euro 10.6 Million ('' 962.07 Million)
availed by Tarsons Life Science Pte Ltd, its wholly owned subsidiary in Singapore. The subsidiary company has
utilized the proceeds of loan availed to repay the outstanding amounting to Euro 9.6 Million ('' 866.05 Million) loan
granted to it by the Company in an earlier year.
The aforesaid arrangement has been accounted as financial guarantee in accordance with Ind AS 109 - Financial
Instruments.
As part of this arrangement, the Company has initially recognized a financial guarantee at fair value totaling to Euro
1.42 Million ('' 130.98 Million) in its standalone financial statements during the previous year and considered the
same as equity contribution to the subsidiary i.e. deemed investment. The maangement has evaluated the financial
guarantee for possible expected credit loss as of the reporting date and concluded that no such loss is required to
be recognized and accordingly, measured the financial guarantee at Euro 0.92 Million ('' 100.78 Million) i.e higher
of the expected credit loss allowance and the amount initially recognized less cumulative income recognized in
accoordance with Ind AS 115 ''Revenue from Contracts with Customers.
The company has ensured that the recognition and measurement of the financial guarantee and recognition of
deemed investments in subsidiary adheres to the requirement of relevant Indian Accounting Standards.
46 During the year ended 31st March, 2026, the Company has paid excess remuneration amounting to '' 19.67 Million to
its Managing Director, '' 20.51 Million to its Whole Time Director and '' 1.21 Million to its Other Directors in reference to
the provisions of Section 197 of the Companies Act, 2013 read with Schedule V thereto resulting in overall managerial
remuneration also exceeding by '' 41.39 Million. The Company is in the process of taking approval for the waiver of such
excess remuneration paid, by way of special resolution in the ensuing general meeting.
Notes 1 to 46 are an integral part of these Standalone Financial Statements.
This is the Notes to Standalone Financial Statements referred to in our report of even date.
(i) Provisions and Contingencies
(i) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management''s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
(ii) Contingencies
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company
or a present obligation that is not recognised because it is not probable that an outflow of resources will be
required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability
that cannot be recognised because it cannot be measured reliably.
Contingent assets are not recognised but disclosed in the financial statements when an inflow of economic
benefit is probable.
(j) Income recognition
Dividend
Dividends are received from Financial assets at fair value through profit or loss and at FVOCI. Dividends are recognised
as Other income in profit or loss when the right to receive payment is established. This applies even if they are paid
out of pre-acquisition profits, unless the dividend clearly represents a recovery of part of the cost of the investment.
Interest income
Interest income from Financial assets at fair value through profit or loss is disclosed as Interest income within
other income. Interest income on Financial assets at amortised cost and Financial assets at FVOCI is calculated
using the effective interest method is recognised in the statement of profit and loss as part of Other income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset except for Financial assets that subsequently become credit-impaired. For credit-impaired Financial assets
the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss
allowance).
(k) Offsetting
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the
asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the
Company or the counterparty.
(l) Inventories
Inventories are measured at the lower of cost or net realisable value. The cost of inventories includes expenditure
incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them
to their present location and condition. The cost comprises cost of purchase, cost of conversion and other costs
including appropriate production overheads in the case of finished goods and work in progress, incurred in bringing
such inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished
products.
Raw materials, components and other supplies held for use in the production of finished products are not written
down below cost except in cases where material prices have declined and it is estimated that the cost of the finished
products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
(m) Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of primary economic environment
in which the entiry operates (''the functional currencyâ). The financial statement are presented in Indian rupee
(INR), which is Tarsons Products Limitedâs functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange
rates are generally recognised in profit or loss.
All other foreign exchange gain and losses are presented in the statement of profit and loss on a net basis within
Other income/(expense).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities
denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent
at the date of transaction.
(n) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of
business. Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognised at fair value. The Company holds the Trade
receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method, less loss allowance.
(o) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial
year which are unpaid. The amounts are unsecured and are generally paid within 30 to 90 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using
the effective interest method.
(p) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
(q) Earnings Per Share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
⢠the profit attributable to owners of the Company
⢠by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus
element in equity shares issued during the year and excluding treasury share
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
⢠the after income tax effect of interest and other financing costs associated with dilutive potential equity
shares, and
⢠the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares
(r) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker.
The Board of Directors of the Tarsons Products Limited has been identified as the Chief Operating Decision Maker
(CODM) as defined by Ind AS 108, Operating Segments. All operating segmentsâ operating results are reviewed
regularly by the Companyâs Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated
to the segments and assess their performance. Refer note 38 for details on segment information presented.
(s) Government Grant
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant
will be received and the Company will comply with all attached conditions.
Government grants relating to income such as duty drawbacks and other export benefit entitlements are deferred
and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to
compensate and presented within Other income.
Government grants relating to the purchase of Property, plant and equipment (Export Promotion Capital Goods) are
included in non-current and current liabilities (as applicable) as deferred income and are credited to profit or loss on
a straight-line basis over the expected lives of the related assets and presented within Other income.
Notes:
(i) The Company does not have any lease of low value assets.
(ii) Extensions and termination options are included in major lease contracts of the Company. These are used to
maximise operational flexibility in terms of managing the assets used in the Companyâs operations. In case of
building, Company have extension right to extend the lease for two terms of 99 years which has not been considered
for determining the lease term in absence of reasonable certainty.
(iii) There are no residual value guarantees in relation to any lease contracts.
(iv) In determining the lease term, management considers all facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination
options) are only included in lease term if the lease is reasonably certain to be extended (or not terminated). Most
extension options in buildings have not been included in lease liability, because the Company can replace the assets
without significant cost or disruption. The lease term is reassessed if an option is actually exercised (or not exercised)
or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only
revised if a significant event or significant change in circumstances occurs, which affect this assessment and that is
within the control of lessee.
(v) The Company had a total cash outflow of '' 0.04 Million for leases for the year ended 31st March, 2025 (Previous year:
'' 0.03 Million)
5 LOANS (CONTD.)
(iii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any
other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate
Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than loans
amounting to Euro 12 Million given in the previous year (equivalent to '' 1,098.99 Million) to Tarsons Life Science
Pte Limited, a wholly owned subsidiary of the Company in the ordinary course of business for onward acqusition of
Nerbe plus GmbH & Co. KG & Nerbe R&D KG Gmbh, step-down subsidiaries of the Company and corporate gurantee
amounting to Euro 15 Million (equivalent to '' 1,375.95 Million) on behalf of Tarsons Life Science Pte Limited to Philip
Nerbe (erstwhile owner of Nerbe Plus Co KG Gmbh & Nerbe R&D Gmbh) for complying with the Earn-Out payments
committed to Mr. Philipp Nerbe on fulfillment of certain conditions included in the Share Purchase Agreement during
the year ended 2024. Since, the conditions included in the Share Purchase Agreement could not been fulfilled by Mr.
Philipp Nerbe, the corporate guarantee have been terminated and no further liability would arise to the Company.
Note:
(i) There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties
(as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any
other person that are repayable on demand or without specifying any terms or period of repayment during the current
or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans,
the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal
amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not
prejudicial to the interest of the Company.
(ii) The Company has granted unsecured loans to seven employees during the year. The aggregate amount during the
year and balance outstanding at the balance sheet date with respect to these loans to employees are as per the table
given below:
Nature and purpose of reserves £
O
(a) Securities premium: n
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The
Security premium is utilised in accordance with the provisions of the Companies Act, 2013.
(b) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation
approved by the Honâble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor
Company) with the Company (Transferee Company) with effect from 1st April, 2012.
(c) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the
Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up
unissued shares of the Company to the members as fully paid bonus shares.
(d) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognised
and accumulated under the heading "Retained Earnings". At the end of the year, the profit after tax and other
comprehensive income is transferred from the Standalone Statement of Profit and Loss to retained earnings.
Other comprehensive income comprises actuarial gains and losses on defined benefit obligation.
15 BORROWINGS (CONTD.)
(c) Repayment schedule of current borrowings and assets pledged as security as at 31st March, 2025 and 31st
March, 2024
A. Cash Credit and Working Capital Demand Loans facilities of Axis Bank and HDFC Bank are secured by way of
pari passu first hypothecation charge created over the:
(i) Entire current assets and movable fixed assets of the Company, both present and future, except exclusively
financed by other Banks/Financial Institutions.
B. Cash Credit and Working Capital Demand Loans facilities of ICICI Bank, Yes bank, CITI Bank are secured by way
of pari passu first hypothecation charge created over the:
(i) Entire current assets of the Company both present and future, except exclusively finance by other Banks.
(d) Refer Note 45 for the details of securities given against standby letter of credit facilities availed from the Citi Bank N.A.
Notes:
(i) Government grants are related to investments of the Company in Property, plant and equipment. The Company
is required to export six times of duty saved (Grant) over a period of six years alongwith maintaining normal level
of export during the said period.Under such scheme, the Company is committed to export prescribed times of the
duty saved on import of capital goods over a specified period of time. In case such commitments are not met, the
Company would be required to pay the duty saved along with interest to the regulatory authorities.The Company also
benefits from incentive received from the Government on export of goods such as duty drawbacks and other export
benefit entitlements.
32 EMPLOYEE BENEFIT OBLIGATIONS
A Post-employment obligations
Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme,
the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on
retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s
eligible salary (15 days salary) depending upon the tenure of service subject to a revised maximum limit of amount
payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial
valuation as set out in Note 2.8(g) based upon which the Company makes contribution to the Gratuity fund.
(i) Risk Exposure
The Gratuity scheme is a defined benefit plan that provides for a lump sum payment to be made on exit
either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis
of final salary and the period of service and paid as lump sum at exit.The Company is exposed to various
risks in providing the above gratuity benefit which are as follows:
(a) Interest rate risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond
yields fall, the defined benefit obligation will tend to increase.
(b) Salary escalation risk
The present value of the defined benefit planâs calculated with the assumption of salary increase
rate of plan participants in future. Deviation in the rate of increase of salary in future for plan
participants from the rate of increase in salary used to determine the present value of obligation
will have a bearing on the planâs liability.
32 EMPLOYEE BENEFIT OBLIGATIONS (CONTD.)
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include
mortality, withdrawal, disability and retirement. The effect of these decrements on the defined
benefit obligation is not straight forward and depends upon the combination of salary increase,
discount rate and vesting criteria.
B Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employeesâ State Insurance.
Contributions are made to provident fund for employees. The contributions are made to registered provident fund
administered by the government. The obligation of the Company is limited to the amount contributed and it has no
further contractual nor any constructive obligation. The expense recognised during the year towards provident fund
is '' 21.94 Million (Previous year: '' 19 Million). The Company has also contributed '' 2.67 Million (Previous year: '' 2.26
Million) towards Employeesâ State Insurance Scheme. These has been recognised as an expense and included under
''Contribution to provident and other fundâ (Note 27).
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT
A Accounting classifications and fair values
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods
and assumptions used to estimate the fair values are consistent with those used in the year ended 31st March, 2024.
This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values
are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining
fair value, the Company has classified its financial instruments into three levels prescribed under the accounting
standard. An explanation of each level follows below.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices) and rely as little as possible on entity specific
estimates.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair
values are determined in whole or in part, using a valuation based on assumptions that are neither supported by
prices from observable current market transactions in the same instrument nor are they based on available market
rate.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including
their levels in the fair value hierarchy
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT (CONTD.)
i. Risk management framework
The Companyâs Board of Directors has overall responsibility for the establishment and oversight of the Companyâs
risk management framework. The Board of Directors has constituted the risk management committee, which is
responsible for developing and monitoring the Companyâs risk management policies. The committee reports to
the Board of Directors on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company,
to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The
Company, through its training and management standards and procedures, aims to maintain a disciplined and
constructive control environment in which all employees understand their roles and obligations.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Credit risk encompasses both the direct risks of default and the risk of deterioration of credit worthiness as
well as concentration risk. Credit risk also arises from cash held with banks and financial institutions and
other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial
assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company
assesses the credit quality of the counterparties, taking into account their financial position, past experience
and other factors. None of the financial instruments of the Company result in material concentration of credit
risk.
Trade receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the customer
operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the
customer, taking into account its financial position, past experience and other factors. Outstanding customer
receivables are regularly monitored.
At each reporting date the Company measures loss allowance on trade recievables based on historical trend,
industry practice and the business environment in which the Company operates. The assumptions and estimates
applied for determining credit loss are reviewed periodically. The company also uses lifetime of expected credit
loss model based on provisional matrix for estimating the allowance for expected credit losses.
Cash and cash equivalents and other financial assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with
high credit ratings assigned by domestic credit rating agencies.
The Company periodically monitors the recoverability and credit risks of cash and its other financial assets
including security deposits. The Company evaluates 12-month expected credit losses for all the financial assets
except trade recievables and the risk assessed is insignificant.
Financial guarantee liability
The Company is subject to credit risk concerning the financial guarantees it has provided to the bank for
borrowings undertaken by its wholly-owned subsidiary. These guarantees are secured by:
(i) A first pari passu charge over the Companyâs existing and future inventories and accounts receivable, and
(ii) A first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
The maximum potential exposure for the Company under these guarantees is equivalent to the highest amount
payable should the bank invoke the guarantee. For further details, please refer to Note 34.
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT (CONTD.)
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Companyâs reputation.
The Companyâs principal sources of liquidity are cash and cash equivalents and the cash flow that is generated
from operations.The Company has managed its liquidity and working capital requirements through cash
generated from operations and through intermittent short term and long term borrowings.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts
disclosed in the table are the contractual undiscounted cash flows.
iv. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market conditions. Market risk comprises of three types of risks: interest rate risk, price risk and
currency risk. Financial instruments affected by market risk includes Trade receivable/payable, other financial
assets and liabilities. The company is not exposed to any factors arising due to price risk.
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 Companyâs exposure to risk of change in market interest
rates relates primarily to its debt interest obligations. Itâs borrowings are at floating rates and its future cash
(C) Capital Management
(i) Risk management framework
The Companyâs objectives when managing capital are to:
⢠safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and
⢠Maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company is based on managementâs judgement of the appropriate balance of key
elements in order to meet its strategic and day-to-day needs. The Company manages its capital structure and
makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following Net Debt-
Equity ratio:
Net debt (total borrowings and lease liabilities net of Cash and cash equivalents) divided by Total equity (as
shown in the balance sheet).
35 The Honâble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The
Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain
allowances from the definition of ""basic wages"" of the relevant employees for the purposes of determining
contribution to provident fund under the Employeesâ Provident Funds & Miscellaneous Provisions Act, 1952.
Based on assessment performed by the management of the impact of aforesaid judgement and the related circular
dated 20th March, 2019 issued by the EPFO, the order did not result in any material impact on these standalone financial
statements. The Management will continue to assess the impact of further developments relating to retrospective
application of the Honâble Supreme Courtâs judgement taking into account the additional guidance as and when issued by
the statutory authorities and deal with it accordingly.
@ Includes in aggregate '' 5.06 Million on account of foreign exchange loss and interest accrued amounting to '' 5.61
Million.
Notes:
(i) All outstanding balances are unsecured and repayable in cash.
(ii) All transactions were made at normal commercial terms and conditions and at market rates following the
principles of Armâs length.
(iii) No provisons are held against receivable from related parties.
(iv) Refer Note 5(iii) for details of corporate guarantee given by the Company in the previous year and discharge
thereof during the year.
(v) Refer Note 45 for details of corporate financial guarantee given by the Company during the year.
8 SEGMENT REPORTING
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain
scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and
expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of
Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108,
Operating Segments. The CODM reviews the financial statements when making decisions about allocating resources
and assessing performance of the Company as a whole and hence, the Company has only one reportable segment.
The Company operates and manages its business as a single segment. The Company sells its products in overseas
markets however, in absence of any single significant market, CODM reviews geographical operations as "Within India"
and "Outside India". The information in respect of these is given below:
43 OTHER REGULATORY INFORMATION
(i) Borrowing secured against current assets
Year ended 31st March, 2025
The Company has been sanctioned working capital limits in excess of '' 50 Million, in aggregate, from banks on the
basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which
are not in agreement with the unaudited books of account as set out below. The Company has not filed quarterly
returns or statements with such banks for the quarter ended 31st March, 2025, and it would be appropriately filed by
the Company subsequent to the issue of financial statements by the Board of Directors which has been agreed by
the Company with the respective banks.
Nature of Current Asset offered as Security
(a) First pari passu hypothecation charge over the entire current assets and movable fixed assets of the Company,
both present and future, except exclusively financed by other banks/financial institutions
(b) First Pari Passu hypothecation charge over the entire current assets of the Company, both present and
future
(c) First pari passu hypothecation charge over the Companyâs existing and future inventories and accounts
receivable, and first exclusive charge through an equitable mortgage on the land and buildings situated at Amta.
Year ended 31st March, 2024
The Company has been sanctioned working capital limits in excess of '' 50 Millions on the basis of security of current
assets. The quarterly returns or statements of current assets filed by the Company with the banks are in agreement
with the books of accounts. Returns/Statements for the quarter ended 31st March, 2024 is yet to be submitted and
it would be appropriately filed by the Company subsequent to the issue of these financial statements by the Board of
Directors which has been agreed by the Company with the respective banks.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or
section 560 of the Companies Act, 1956.
43 OTHER REGULATORY INFORMATION (CONTD.)
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the
Companies (Restriction on number of Layers) Rules, 2017
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial year.
(vi) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax Act, 1961, that has not been recorded in the books of account.
(vii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current and previous
financial year.
(viii) Valuation of Property, plant and equipment, right-of-use assets and intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets
or both during the current or previous year.
(ix) Registration of charges or satisfaction with the Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.
(x) Utilisation of borrowings availed from banks
The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were
taken. Further, no funds raised on a short-term basis have been used for long-term purposes by the Company.
(xi) Foreseeable losses on long term contracts
The Company has long term contracts as at 31st March, 2025 for which there were no material foreseeable losses.
The Company did not have any derivative contract.
(xii) Amount required to be transferred to the Investor Education and Protection Fund
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31st March, 2025.
(xiii) Core Investment Company
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of
India. Further, the Group [as defined in the Core Investment Companies (Reserve Bank) Directions 2016] does not
have any CICs, which are part of the Group.
(xiv) Back up of books and accounts
The books of account and other relevant books and papers maintained in electronic mode by the Company are
accessible in India, at all times, so as to be usable for subsequent reference. The back-up of the books of account
and other books and papers of the Company maintained in electronic mode are kept in servers physically located in
India on a daily basis.
(xv) Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software,
except that the audit trail is not maintained for certain books of accounts records in case of modification by certain
43 OTHER REGULATORY INFORMATION (CONTD.)
users with specific access and the audit trail feature is not maintained for direct database changes. Further, the audit
trail to the extent maintained in the prior year has been preserved by the Company as per the statutory requirements
for record retention.
(xvi) Utilisation of borrowed funds and share premium
The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding
Parties") with the understanding, whether recorded in writing or otherwise, that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party ("Ultimate Beneficiaries") or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
44 During the import of a machinery, certain components sustained damage while in transit to India. The Company has
estimated the resulting loss and has filed an insurance claim, which is currently under process. A total provision of
'' 93.45 Million has been recognised during the year ended 31st March, 2025 in relation to the damaged components. The
Company continues to pursue the insurance claim.
45 During the year ended 31st March, 2025, the Company has provided security to bank, based on which Tarsons Life
Science Pte. Ltd. , its wholly owned subsidiary in Singapore has been provided a loan of Euro 10.60 Million ('' 962.07
Million).
The aforesaid arrangement has been accounted as financial guarantee in accordance with Ind AS 109 - Financial
Instruments.
As part of this arrangement, the Company has initially recognized a financial guarantee at fair value totaling to Euro 1.42
Million ('' 130.98 Million) in its standalone financial statements and considered the same as equity contribution to the
subsidiary i.e. deemed investment. The financial guarantee has been subsequently evaluated as of the reporting date,
with no significant adjustments made to its initially recorded value. The company has ensured that the recognition and
measurement of the financial guarantee and recognition of deemed investments in subsidiary adheres to the requirement
of relevant Indian Accounting Standards.
46 During the year ended 31st March, 2025, the Company has paid excess remuneration amounting to '' 9.38 Million to
its Managing Director and '' 4.38 Million to its Whole Time Director in reference to the provisions of Section 197 of the
Companies Act, 2013 read with Schedule V thereto. The Company is in the process of taking approval for the waiver of
such excess remuneration paid, by way of special resolution in the ensuing general meeting.
This is the Standalone Notes to Accounts referred to in our report of even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors
Firm Registration No. 012754N/N500016
Amit Peswani Sanjive Sehgal Aryan Sehgal Santosh Kumar Agarwal
Partner Chairman & Whole-Time Director Chief Financial Officer
Membership No. 501213 Managing Director DIN: 06963013 and Company Secretary
DIN:00787232
Place: Kolkata Place: Kolkata
Date: 28th May, 2025 Date: 28th May, 2025
(i) The Company does not have any lease of low value assets.
(ii) Extensions and termination options are included in major lease contracts of the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company''s operations. In case of building, Company have extension right to extend the lease for two terms of 99 years which has not been considered for determining the lease term in absence of reasonable certainty.
(iii) There are no residual value guarantees in relation to any lease contracts.
(iv) In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in lease term if the lease is reasonably certain to be extended (or not terminated). Most extension options in buildings have not been included in lease liability, because the Company can replace the assets without significant cost or disruption. The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or significant change in circumstances occurs, which affect this assessment and that is within the control of lessee.
(v) The Company had a total cash outflow of '' 0.03 Millions for leases for the year ended 31st March, 2024 (Previous year: '' 0.03 Millions)
(ii) There are no outstanding loans due from directors or other officers of the Company or any of them either severally or jointly with any other person or debt due by firms or private companies respectively in which any director is a partner or a director or member.
(iii) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than loans amounting to Euro 12 Millions given in the current year (equivalent to '' 1,098.99 Millions) to Tarsons Life Science Pte Ltd, a wholly owned subsidiary of the Company in the ordinary course of business for onward acqusition of Nerbe plus GmbH & Co. KG & Nerbe R&D KG Gmbh, step-down subsidiaries of the Company and corporate gurantee amounting to Euro15 Millions (equivalent to '' 1375.95 Millions) on behalf of Tarsons Life Science Pte Ltd to Philip Nerbe (erstwhile owner of Nerbe Plus Co KG Gmbh & Nerbe R&D Gmbh) for complying with the Earn-Out payments committed to Philip Nerbe on fulfillment of certain conditions included in the Share Purchase Agreement.
(i) There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties (as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment during the current or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans, the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not prejudicial to the interest of the Company.
(v) There are no outstanding receivables due from directors or other officers of the Company or any of them either severally or jointly with any other person or debt due by firms or private companies respectively in which any director is a partner or a director or member.
(vi) Refer Note 37 for trade receivables from related party.
(vii) Refer Note 33 for information about credit risk and market risk on receivables.
(viii) Refer Note 15 for information on Trade receivable hypothecated as security by the Company
(ix) There are no customers contributing more than 10% of the total outstanding receivables as at 31st March, 2024 and 31st March, 2023.
(c) Rights, Preferences and Restrictions
Equity Shares
The Company has two class of equity shares having a par value of '' 2 per share. Class A Shareholder are 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.
1 Class B'' 8,013 equity shares of '' 10 each were issued and allotted to Clear Vision Investment Holding Pte. Limited on 18th March, 2020 pursuant to conversion of 2,200,000 Compulsorily Convertible Debentures with the condition that if the Company fails to complete a buyback within 30 days of serving the exercise notice, Clear Vision Investment Holding Pte Limited shall be entitled to exercise its voting right on such shares. Class B equity shares have been bought back by the Company during the year ended 31st March, 2021.
(f) A bonus issue was made to the equity shareholders of the Company as of the record date 25th June, 2021 in the ratio of 52:1, pursuant to Board of Director''s and Shareholders'' resolutions passed in their meeting held on 14th June, 2021 and 16th June, 2021, respectively. Pursuant to this, the Company has issued 49,979,280 Class A bonus equity shares of '' 2 each.
(g) The equity shares of the Company were sub-divided from equity shares of face value of '' 10 each into equity shares of face value of '' 2 each, pursuant to Board of Director''s and Shareholders'' resolutions passed in their meeting held on 14th June, 2021 and 16th June, 2021 respectively. The record date for the aforementioned subdivision was 25th June, 2021.
(h) The Company has bought back 8,013 Class B equity shares having face value of '' 10 each during the year ended 31st March, 2021.
(i) No equity shares were allotted as fully paid up pursuant to contract without payment being received in cash during the last five years.
Nature and purpose of reserves
(a) Securities premium:
Amounts received on issue of shares in excess of the par value has been classified as securities premium. The Security premium is utilized in accordance with the provisions of the Companies Act, 2013.
(b) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation approved by the Hon''ble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor Company) with the Company (Transferee Company) with effect from 1 st April, 2012.
(c) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to the members as fully paid bonus shares.
(d) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognized and accumulated under the heading "Retained Earnings". At the end of the year, the profit after tax and other comprehensive income is transferred from the Standalone Statement of Profit and Loss to retained earnings. Other comprehensive income comprises actuarial gains and losses on defined benefit obligation.
(c) Repayment schedule of current borrowings and assets pledged as security as at 31st March, 2024 and 31st March, 2023
A. Cash Credit and Working Capital Demand Loans facilities of Axis Bank and HDFC Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets and movable fixed assets of the Company, both present and future, except exclusively financed by other Banks/Financial Institutions.
(ii) Factory land and buildings at Domjur, Kasba, Sankrail and Office Building at Jasmine Tower, Kolkata.
B. Cash Credit and Working Capital Demand Loans facilities of ICICI Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets of the Company both present and future, except exclusively finance by other Banks.
(i) Dues to Micro, Small and Medium Enterprises
Amount due to micro enterprises and small enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)" has been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosure relating to micro enterprises and small enterprises is as below:
(i) Government grants are related to investments of the Company in Property, plant and equipment. The Company is required to export six times of duty saved (Grant) over a period of six years alongwith maintaining normal level of export during the said period.Under such scheme, the Company is committed to export prescribed times of the duty saved on import of capital goods over a specified period of time. In case such commitments are not met, the Company would be required to pay the duty saved along with interest to the regulatory authorities.The Company also benefits from incentive received from the Government on export of goods such as duty drawbacks and other export benefit entitlements.
32 EMPLOYEE BENEFIT OBLIGATIONS (i) Post-employment obligations Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (15 days salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.8(g) based upon which the Company makes contribution to the Gratuity fund.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized at the balance sheet.
The Gratuity scheme is a defined benefit plan that provides for a lump sum payment to be made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit.The Company is exposed to various risks in providing the above gratuity benefit which are as follows:
(a) Interest rate risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
(b) Salary escalation risk
The present value of the defined benefit plan''s calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.
(ii) Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employees'' State Insurance. Contributions are made to provident fund for employees. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount
contributed and it has no further contractual nor any constructive obligation. The expense recognized during the year towards provident fund is '' 19.00 Millions (Previous year: '' 15.34 Millions). The Company has also contributed '' 2.26 Millions (Previous year: '' 2.39 Millions) towards Employees'' State Insurance Scheme. These has been recognized as an expense and included under ''Contribution to provident and other fund'' (Note 27).
33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT AND CAPITAL MANAGEMENT A Accounting classifications and fair values
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31st March, 2023
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows below.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and rely as little as possible on entity specific estimates.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market rate.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy
The Company has not separately disclosed the fair values for financial assets and liabilities other than borrowings measured at amortized cost because their carrying amounts are a reasonable approximation of the fair values. Further, management assessed that the carrying amount of borrowings, certain security deposits given and taken (non current) and bank deposits (non current) approximates to their fair values as the difference between the carrying amount and the fair value is not expected to be significant.
The Company has exposure to the following risks arising from financial instruments:
⢠Credit risk(B)(ii) ;
Liquidity risk(B)(iii) ; and
⢠Market risk (B)(iv)
i. Risk management framework
The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has constituted the risk management committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the Board of Directors on its activities.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers. Credit risk encompasses both the direct risks of default and the risk of deterioration of credit worthiness as well as concentration risk. Credit risk also arises from cash held with banks and financial institutions and
other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. None of the financial instruments of the Company result in material concentration of credit risk.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored.
At each reporting date the Company measures loss allowance for certain class of financial assets based on historical trend industry practice and the business environment in which the Company operates. The assumptions and estimates applied for determining credit loss are reviewed periodically. The Company also uses lifetime of expected credit loss model based on provisional matrix for estimating the allowance for excepted credit losses.
Cash and cash equivalents and other financial assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits. The Company evaluates 12-month expected credit losses for all the financial assets and the risk assessed is insignificant for the Company.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.The Company has managed its liquidity and working capital requirements through cash generated from operations and through intermittent short term and long term borrowings.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts disclosed in the table are the contractual undiscounted cash flows.
iv. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instruments affected by market risk includes Trade receivable/payable, other financial assets and liabilities. The Company is not exposed to any factors arising due to price risk.
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 risk of change in market interest rates relates primarily to its debt interest obligations. It''s borrowings are at floating rates and its future cash flows will fluctuate because of changes in market interest rates. The Company''s fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company operates in international markets and therefore is exposed to foreign currency risk arising from foreign currency transactions. The exposure relates primarily to the Company''s operating activities (when the revenue or expense is denominated in foreign currency) and borrowings in foreign currencies, if any. The foreign exchange loss/(gain) is recognized in Standalone Statement of Profit and Loss.
(i) Risk management framework
The Company''s objectives when managing capital are to:
⢠safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
⢠Maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following Net Debt-Equity ratio:
Net debt (total borrowings and lease liabilities net of Cash and cash equivalents) divided by Total equity (as shown in the balance sheet).
|
34 CONTINGENT LIABILITIES AND COMMITMENTS (a) Contingent liabilities |
||
|
Particulars |
As at |
As at |
|
31st March, 2024 |
31st March, 2023 |
|
|
Claims against the Company not acknowledged as debts |
||
|
Disputed Goods & Service Tax |
20.87 |
- |
In respect of the contingent liabilities mentioned above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. The Company does not expect any reimbursements in respect of the above contingent liabilities.
|
(b) Capital commitments |
||
|
Particulars |
As at 31st March, 2024 |
As at 31st March, 2023 |
|
Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of Advances of '' 1,251.52 (31st March, 2023: '' 1,111.44)] |
1,747.52 |
2,600.94 |
35 The Hon''ble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain allowances from the definition of ""basic wages"" of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. Based on assessment performed by the management of the impact of aforesaid judgement and the related circular dated 20th March, 2019 issued by the EPFO, the order did not result in any material impact on these standalone financial statements. The Management will continue to assess the impact of further developments relating to retrospective application of the Hon''ble Supreme Court''s judgement taking into account the additional guidance as and when issued by the statutory authorities and deal with it accordingly.
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM reviews the financial statements when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. The Company sells its products in overseas markets however, in absence of any single significant market, CODM reviews geographical operations as "Within India" and "Outside India". The information in respect of these is given below:
40 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent on 29th September, 2020. The Code has been published in the Gazette of India and subsequently on 13th November, 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
41 The Company had completed its initial public offer (IPO) of 15,465,861 equity shares having face value of '' 2 each at an issue price of '' 662 per share aggregating to '' 10,234.74 Millions, comprising fresh issue of 2,265,861 shares aggregating to '' 1,496.34 Millions and offer for sale of 13,200,000 shares by selling shareholders aggregating to '' 8,738.40 Millions during the year ended 31st March, 2022. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 26th November, 2021.
The Company had received an amount of '' 1,497.01 Millions from proceeds out of fresh issue of equity shares (including amount received on account of lower subscription of Employee Reserved Shares amounting to '' 0.67 Millions). The utilization of net IPO Proceeds is summarized as below:
summarised above are excluding the amount of interest utilized.
(d) The Company has fully utilized the amount of IPO proceeds during the year ended 31st March, 2024 pursuant to the revised approval of the Board of Directors in their meeting held on 25th July, 2023 and approval of the shareholders vide Special Resolution passed through postal ballot on 31st August, 2023, with respect to using the unutilized fund in a fungible/interchangeable manner along with the utilization for machines and moulds within Panchla facility as a separate sub head in addition to existing sub head.
(a) The Company has made repayment of one of the installment of the borrowings which were proposed to be repaid out of the IPO proceeds amounting to '' 5.53 Millions from own internal accruals before receipt of IPO proceeds. The Company has utilized this amount for repayment of other loan from the same lender after obtaining approval from the Audit Committee and Board of Directors of the Company.
(b) The Company has utilized (i) unspent offer related expenses amounting to '' 3.59 Millions and (ii) amount received on lower subscription of Employee Reserved Shares amounting to '' 0.67 Millions towards the General Corporate Purpose after taking approval from the Audit Committee and Board of Directors of the Company. Consequent to this, the revised amount utilized towards General Corporate Purpose has increased from '' 16.21 Millions to '' 20.47 Millions.
(c) The Company has earned total interest of '' 39.43 Millions on deployment of IPO proceeds pending utilization in the fixed deposit with scheduled bank. The Company has utilized aforesaid interest income for the purpose for which the underlying funds were intended to be utilized per the offer document. The utilization amount of net proceeds as
44 OTHER REGULATORY INFORMATION(i) Borrowing secured against current assets Year ended 31st March, 2024
The Company has been sanctioned working capital limits in excess of '' 50 Millions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of accounts. Returns/Statements for the quarter ended 31st March, 2024 is yet to be submitted and it would be appropriately filed by the Company subsequent to the issue of these financial statements by the Board of
The Bank returns were prepared and filed before the completion of all financial statement closure activities including Ind AS related adjustments/ reclassifications as applicable, which led to these differences between the final books of accounts and the bank return based on provisional books of accounts.
Returns/Statement for the quarter ended 31 st March, 2023 was not filed by the Company till the approval of financial statements for the year ended 31 st March, 2023 basis their agreement with the respective banks.
*Nature of Current Asset offered as Security
First Pari Passu hypothecation charge created over the entire current assets and moveable fixed assets of the Company both present and future, except exclusively financed by other banks/financial institution and factory land and building at Domjur, Kasba, Sankrail and Office Building at Jasmine Tower, Kolkata.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vi) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(vii) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.
(viii) Valuation of Property, plant and equipment, right-of-use assets and intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(ix) Registration of charges or satisfaction with the Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(x) Utilization of borrowings availed from banks
The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were taken. Further, no funds raised on a short-term basis have been used for long-term purposes by the Company.
(xi) Foreseeable losses on long term contracts
The Company has long term contracts as at 31st March, 2024 for which there were no material foreseeable losses. The Company did not have any derivative contract.
(xii) Amount required to be transferred to the Investor Education and Protection Fund
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2024.
(xiii) Core Investment Company
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Further, the Group [as defined in the Core Investment Companies (Reserve Bank) Directions 2016] does not have any CICs, which are part of the Group.
(xiv) Back up of books and accounts
The books of account and other relevant books and papers maintained in electronic mode by the Company are accessible in India, at all times, so as to be usable for subsequent reference. The back-up of the books of account and other books and papers of the Company maintained in electronic mode are kept in servers physically located in India on a daily basis.
(xv) Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software, except that the audit log is not maintained in case of modification by certain users with specific access and that the audit trail feature has not been enabled at the database level to log any direct data changes.
(xvi) Utilization of borrowed funds and share premium
The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Parties") with the understanding, whether recorded in writing or otherwise, that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
45 During the year ended 31st March, 2024, the Group has completed the acquisition of Nerbe Plus GmbH & Co KG and Nerbe R&D GmbH (collectively known as "Nerbe Group") through its wholly owned subsidiary, Tarsons Life Science Pte Ltd ("TLSPL") incorporated in Singapore on 10th November, 2023. Consequent to the acquisition, TLSPL has acquired 100% controlling stake of the Nerbe Group with effect from 1st January, 2024. The Nerbe Group is involved in the business of distribution of medical and laboratory disposables in Germany.
46 During the year ended 31st March, 2024, the Company has paid excess remuneration amounting to '' 3.63 Millions to its managing director in reference to the provisions of Section 197 of the Companies Act, 2013 read with Schedule V thereto. The Company is in the process of taking approval for the waiver of such excess remuneration paid, by way of special resolution in the ensuing general meeting.
This is the Standalone Notes to Accounts referred to in our report of even date.
(i) The Company does not have any lease of low value assets.
(ii) Extensions and termination options are included in major lease contracts of Company. These are used to maximize operational flexibility in terms of managing the assets used in the Companyâs operations. In case of building, Company have extension rights to extend the lease for two terms of 99 years which has not been considered for determining the lease term in absence of reasonable certainty.
(iii) There are no residual value guarantees in relation to any lease contracts.
(iv) In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in lease term if the lease is reasonably certain to be extended (or not terminated). Most extension options in buildings have not been included in lease liability, because the Company could replace the assets without significant cost or disruption. The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or significant change in circumstances occurs, which affect this assessment and that is within the control of lessee.
(v) The Company had a total cash outflow of '' 0.03 Million for leases for the year ended 31st March, 2023 (Previous year: '' 0.03 Million)
The Company uses a provision matrix to determine impairment loss on portfolio of its Trade receivable. The provision matrix is based on its historically observed default rates over the expected life of the Trade receivables and is adjusted for forward- looking estimates. At regular intervals, the historically observed default rates are updated and changes in forwardlooking estimates are analysed.
(iv) There are no outstanding receivables due from directors or other officers of the Company or any of them either severally or jointly with any other person or debt due by firms or private companies respectively in which any director is a partner or a director or member.
(v) Refer Note 31 for information about credit risk and market risk on receivables.
(vi) Refer Note 13 for information on Trade receivable hypothecated as security by the Company
(i) Balance with banks on current accounts includes balance of Initial Public Offer (IPO) proceeds of '' 21.69 Million (31st March, 2022: '' 51.44 Million) which will be utilised as stated in the prospectus for IPO.
(ii) There are no repatriation restriction with regard to cash and cash equivalents as at the end of the reporting period and prior periods.
(b) Rights, Preferences and Restrictions Equity Shares
The Company has two class of equity shares having a par value of ''10 per share. Class A 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.
''Class Bâ 8,013 equity shares of ''10 each were issued and allotted to Clear Vision Investment Holding Pte. Limited on 18th March, 2020 pursuant to conversion of 22,00,000 Compulsorily Convertible Debentures with the condition that if the Company fails to complete a buyback within 30 days of serving the exercise notice, Clear Vision Investment
Holding Pte Limited shall be entitled to exercise its voting right on such shares. Class B equity shares have been bought back by the Company during the year ended 31st March, 2021.
(e) A bonus issue was made to the shareholders of the Company as of the record date 25th June, 2021 in the ratio of 52:1, pursuant to Board of Director''s and Shareholdersâ resolutions passed in their meeting held on 14th June, 2021 and 16th June, 2021, respectively. Pursuant to this, the Company has issued 4,99,79,280 Class A bonus equity shares of '' 2 each.
(f) The equity shares of the Company were sub-divided from equity shares of face value of '' 10 each into equity shares of face value of '' 2 each, pursuant to Board of Director''s and Shareholders'' resolutions passed in their meeting held on 14th June, 2021 and 16th June, 2021 respectively. The record date for the aforementioned subdivision was 25th June, 2021.
(g) The Company has bought back 8,013 Class B equity shares having face value of '' 10 each during the year ended 31st March, 2021.
(h) No equity shares were allotted as fully paid up pursuant to contract without payment being received in cash.
Nature and purpose of reserves
(i) Securities premium:
Amounts received on issue of shares in excess of the par value has been classified as securities premium (net of utilization). The Security premium is utilized in accordance with the provisions of the Companies Act, 2013.
(ii) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation approved by the Honâble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor Company) with the Company (Transferee Company) with effect from 1st April, 2012.
(iii) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to the members as fully paid bonus shares.
(iv) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognized and accumulated under the heading "Retained Earnings". At the end of the year, the profit after tax and Other comprehensive income is transferred from the Statement of Profit and Loss to retained earnings. Other comprehensive income comprizes actuarial gains and losses on defined benefit obligation.
(c ) Repayment schedule of current borrowings and assets pledged as security as at 31st March, 2023 and 31st March, 2022
A. Cash Credit and Working Capital Demand Loans facilities of Axis Bank and HDFC Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets and movable fixed assets of the Company, both present and future, except exclusively financed by other Banks/Financial Institutions.
(ii) Factory land and buildings at Domjur, Kasba, Sankrail and Office Building at Jasmine Tower, Kolkata.
B. Cash Credit and Working Capital Demand Loans facilities of ICICI Bank are secured by way of pari passu first hypothecation charge created over the:
(i) Entire current assets of the Company both present and future, except exclusively finance by other Banks.
(i) Dues to Micro, Small and Medium Enterprises
The Ministry of Micro, Small and Medium Enterprises has issued on Office Memorandum dated 26th August, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31st March, 2023 has been made in the financial statements based on information received and available with the Company.
(i) Government grants are related to investments of the Company in Property, plant and equipment. The Company is required to export six times of duty saved (Grant) over a period of six years alongwith maintaining normal level of export during the said period. The Company also benefits from incentive received from the Government on export of goods such as duty drawbacks and other export benefit entitlements. There are no unfulfilled conditions or other contingencies attached to these grants.
30 EMPLOYEE BENEFIT OBLIGATIONS (i) Post-employment obligations Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (half month''s salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.13 based upon which the Company makes contribution to the Gratuity fund.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
The Gratuity scheme is a final salary Defined Benefit Plan that provides for a lump sum payment made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be:
(a) Interest rate risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
(b) Salary inflation risk
Higher than expected increases in salary will increase the defined benefit obligation.
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
(ii) Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employeesâ State Insurance. Contributions are made to provident fund for employees. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the year towards defined contribution plan is '' 15.34 Million (Previous year: '' 9.93 Million). The Company has also contributed '' 2.39 Million (Previous year: '' 2.73 Million) towards Employeesâ State Insurance Scheme which has been recognized as an expense and included under ''Contribution to provident and other fundâ (Note 25)..
31 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT A Accounting classifications and fair values
The fair values of financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used in the year ended 31st March, 2022
This section explains the judgements and estimates made in determinig the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows below.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and rely as little as possible on entity specific estimates.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market rate.
The following table shows the carrying amounts and fair values of Financial assets and financial liabilities, including their levels in the fair value hierarchy
The Company has not separately disclosed the fair values for Financial assets and liabilities other than borrowings measured at amortized cost because their carrying amounts are a reasonable approximation of the fair values. Further, management assessed that the carrying amount of certain security deposits(non current) and bank deposits (non current) approximates to their fair values as the difference between the carrying amount and the fair value is not expected to be significant.
(i) Management uses its best judgement in estimating the fair value of its financial in estimating the fair value of its financials instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realized or paid in sales transactions as of respective dates. As such, the fair value of financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each year end.
(ii) The Company policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of reporting period. There have been no transfers between Level 1, Level 2 and Level 3 from 31st March, 2022 to 31st March, 2023.
Valuation technique used to determine fair values:
Discounted cash flow valuation technique has been used to value financial instruments, as applicable.
The Company has exposure to the following risks arising from financial instruments:
⢠Credit risk(C)(ii) ;
⢠Liquidity risk(C)(iii) ; and
⢠Market risk (C)(iv)
i. Risk management framework
The Companyâs Board of Directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The Board of Directors has constituted the risk management committee, which is responsible for developing and monitoring the Companyâs risk management policies. The committee reports to the Board of Directors on its activities.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers. Credit risk encompasses both the direct risks of default and the risk of deterioration of credit worthiness as well as concentration risk. Credit risk arises from cash held with banks and financial institutions, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the Financial assets. The objective of managing counterparty credit risk is to prevent losses in Financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. None of the financial instruments of the Company result in material concentration of credit risk. Trade receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored.
None of the customer accounted for more than 10% of the receivable as at 31st March, 2023 and 31st March, 2022.
Cash and cash equivalents and Security deposits
Credit risk on Cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. The Company periodically monitors the recoverability and credit risks of its Other financial assets including security deposits. The Company evaluates 12-month expected credit losses for all the Financial assets and the risk assessed is insignificant for the Company.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
The Companyâs principal sources of liquidity are Cash and cash equivalents, and the cash flow that is generated from operations.The Company has managed its liquidity and working capital requirements through cash generated from operations and through intermittent short term and long term borrowings.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk.The Company is not exposed to any factors arising due to price risk. Financial instruments affected by market risk includes Trade receivable/payable, Other financial assets and liabilities. The Company is not exposed to any significant market risks.
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 Companyâs exposure to risk of change in market interest rates relates primarily to its debt interest obligations. Itâs borrowings are at floating rates and its future cash flows will fluctuate because of changes in market interest rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company operates in international markets and therefore is exposed to foreign currency risk arising from foreign currency transactions. The exposure relates primarily to the Companyâs operating activities (when the revenue or expense is denominated in foreign currency) and borrowings in foreign currencies, if any. The foreign exchange loss/(gain) is recognized in Statement of Profit and Loss.
The Companyâs objectives when managing capital are to:
⢠safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
⢠Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
|
32 CONTINGENT LIABILITIES AND COMMITMENTS (a) Contingent liabilities |
||
|
Particulars |
As at 31st March, 2023 |
As at 31st March, 2022 |
|
Claims against the Company not acknowledged as debts |
- |
- |
|
(b) Capital and other commitments |
||
|
Particulars |
As at 31st March, 2023 |
As at 31st March, 2022 |
|
Estimated amount of contracts remaining to be executed on Capital Account and not provided for [Net of Advances of '' 1,111.44 (31 March 2022: '' 702.54)] |
2,600.94 |
1,294.48 |
33 The Honâble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain allowances from the definition of ""basic wages"" of the relevant employees for the purposes of determining contribution to provident fund under the Employeesâ Provident Funds & Miscellaneous Provisions Act, 1952. Based on assessment performed by the management of the impact of aforesaid judgement and the related circular dated 20th March, 2019 issued by the EPFO, the order did not result in any material impact on these financial statements. The Management will continue to assess the impact of further developments relating to retrospective application of the Honâble Supreme Courtâs judgement taking into account the additional guidance as and when issued by the statutory authorities and deal with it accordingly.
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM reviews the financial statements when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. The Company sells its products in overseas markets however, in absence of any single significant market, CODM reviews geographical operations as "Within India" and "Outside India". The information in respect of these is given below:
38 The Board of Directors of the Company, in its meeting held on 10th May, 2021, approved the resolution to initiate the conversion of the company from a private limited company to a public company in view of its plans to approach the capital markets and have its shares listed on the stock exchanges. The requisite approvals have been obtained under the Companies Act, 2013 and the company was converted to a public limited company on 14th June, 2021.
39 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent on 29th September, 2020. The Code has been published in the Gazette of India and subsequently on 13th November, 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
40 During the year ended 31st March, 2022, the Company has completed its initial public offer (IPO) of 1,54,65,861 equity shares of face value of '' 2 each at an issue price of '' 662 per share aggregating to '' 10,234.74 Million, comprising fresh issue of 22,65,861 shares aggregating to '' 1,496.34 Million and offer for sale of 1,32,00,000 shares by selling shareholders aggregating to '' 8,738.40 Million . The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 26th November, 2021.
The Company has incurred '' 436.52 Million as IPO related expenses and allocated such expenses between the Company '' 60.90 Million ('' 71.14 Million inclusive of GST) and selling shareholders '' 375.62 Million. Such amounts were allocated based on agreement between the Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of Company''s share of expenses of '' 60.90 Million ('' 71.14 Million inclusive of GST) '' 50.79 Million has been adjusted to securities premium.
(a) The Company has made repayment of one of the installment of the borrowings which were proposed to be repaid out of the IPO proceeds amounting to '' 5.53 Million from own internal accruals before receipt of IPO proceeds. The Company has utilized this amount for repayment of other loan from the same lender after obtaining approval from the Audit Committee and Board of Directors of the Company.
(b) Amount unutilized as at the 31st March, 2023 were invested in the fixed deposits with scheduled commercial bank (except '' 21.69 Million as closing balance in the monitory agency account with Axis bank).
(c) The Company has utilized (i) unspent offer related expenses amounting to '' 3.59 Million and (ii) amount received on lower subscription of Employee Reserved Shares amounting to '' 0.67 Million towards the General Corporate Purpose after taking approval from the Audit Committee and Board of Directors of the Company. Consequent to this the revized amount utilized towards General Corporate Purpose has increased from '' 16.21 Million to '' 20.47 Million.
(d) The Company has earned total interest of '' 29.88 Million (including accrued interest of '' 0.70 Million) on deployment of IPO proceeds pending utilization in the fixed deposit with scheduled bank. The Company has utilized total interest amounting to '' 29.18 Million for the purpose for which the underlying funds were intended to be utilized per the offer document. The utilization amount of net proceeds as summarized above are excluding the amount of interest utilized.
42 The Audit Committee and the Board of Directors of the Company in their respective meetings held on 10th March, 2023 considered and approved the extension of six months in utilization of funds received from the IPO towards funding a part of the capital expenditure for the new manufacturing facility at Panchla, West Bengal due to unforeseen delay in construction and delay in receiving machines and moulds. The revised estimated time for utilization of proceeds is as given below:
43 OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) [formerly Benami Transactions (Prohibition) Act, 1988 (45 of 1988)] and Rules made thereunder.
(ii) Borrowing secured against current assets
The Company has been sanctioned working capital limits in excess of '' 50 Million on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts except for the following quarters:
The Bank returns were prepared and filed before the completion of all financial statement closure activities including Ind AS related adjustments/ reclassifications as applicable, which led to these differences between the final books of accounts and the bank return based on provisional books of accounts.
Returns/Statement for the quarter ended 31st March, 2023 is yet to be submitted and it would be appropriately filed by the Company subsequent to the issue of these financial statements by the Board of Directors which has been agreed by the Company with the respective banks.
*Nature of Current Asset offered as Security
First Pari Passu hypothecation charge created over the entire current assets and moveable fixed assets of the Company both present and future, except exclusively financed by other banks/financial institution and factory land and building at Domjur, Kasba, Sankrail and Office Building at Jasmine Tower, Kolkata.
43 OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III (CONTD.)
(iii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(iv) Relationship with struck off companies
The Company has no transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017
(vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vii) Utilization of borrowed funds and share premium
A. The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) 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:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
B. The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Parties") with the understanding, whether recorded in writing or otherwise, that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.
(x) Valuation of Property, plant and equipment, right-of-use assets and intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(xi) Title deeds of immovable properties not held in name of the Company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3 to the financial statements, are held in the name of the Company.
43 OTHER REGULATORY INFORMATION REQUIRED BY SCHEDULE III (CONTD.)
(xii) Registration of charges or satisfaction with the Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xiii) Utilization of borrowings availed from banks
The borrowings obtained by the Company from banks have been applied for the purposes for which such loans were taken. Further, no funds raised on a short-term basis have been used for long-term purposes by the Company.
(xiv) Investments/loans/advances in nature of loans/guarantee/security to Company / firm / Limited Liability Partnership/ other party
The Company has not made investments during the year in any Company/ firm / Limited Liability Partnership. The Company has not granted secured/ unsecured loans/advances in nature of loans, or stood guarantee, or provided security to any Company / firm / Limited Liability Partnership/ other party during the year other than unsecured loans to 7 employees. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to aforesaid loans to employees are as per the table given below:
There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties (as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment during the current or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans, the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not prejudicial to the interest of the Company and no amount of loan is overdue for more than ninety days.
(xv) Pending litigations
The Company does not have any pending litigations which would impact its financial position.
(xvi) Foreseeable losses on long term contracts
The Company has long term contracts as at 31st March, 2023 for which there were no material foreseeable losses. The Company did not have any derivative contract.
(xvii) Amount required to be transferred to the Investor Education and Protection Fund
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2023.
(xviii) Back up of books and accounts
The books of account and other relevant books and papers maintained in electronic mode by the Company are accessible in India, at all times, so as to be usable for subsequent reference. The back-up of the books of account and other books and papers of the company maintained in electronic mode are kept in servers physically located in India on a daily basis.
(xix) Core Investment Company
The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Further, the Group [as defined in the Core Investment Companies (Reserve Bank) Directions 2016] does not have any CICs, which are part of the Group.
(i) Loans granted to employees during the year had stipulated scheduled repayment of principal and are not carrying any interest. There were no loans/advances in nature of loans granted during the year to promoter/related parties.
(ii) The terms and conditions under which loans were granted to employees are not prejudicial to the Company''s interest as these are extended under the employee loans and advance policy of the Company which is applicable to all employees.
(iii) There is no amount of loan to employees which is overdue for more than ninety days.
(iv) There were no loans which fell during the year and were renewed/extended. Further, no fresh loans were granted to same employees to settle the existing overdue loans.
The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forwardlooking estimates. At regular intervals, the historically observed default rates are updated and changes in forward-looking estimates are analysed.
(b) Rights, Preferences and Restrictions Equity Shares
The Holding Company has two class of equity shares having a par value of ''10 per share. Class A 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 Holding Company after distribution of all preferential amounts, in proportion to their shareholding.
''Class B'' 8,013 equity shares of ''10 each were issued and allotted to Clear Vision Investment Holding Pte. Limited on 18 March 2020 pursuant to conversion of 2,200,000 Compulsorily Convertible Debentures with the condition that if the Holding Company fails to complete a buyback within 30 days of serving the exercise notice, Clear Vision Investment Holding Pte Limited shall be entitled to exercise its voting right on such shares. Class B equity shares have been bought back by the Holding Company during the year ended 31st March, 2021.
(e) A bonus issue was made to the shareholders of the Holding Company as of the record date 25th June, 2021 in the ratio of 52:1, pursuant to Board and Shareholders'' resolutions passed on 14th June, 2021 and 16th June, 2021, respectively.
(f) The equity shares of the Holding Company were sub-divided from equity shares of face value of '' 10 each into equity shares of face value of '' 2 each, pursuant to Board and Shareholders'' resolutions passed on 14th June, 2021 and 16th June, 2021 respectively. The record date for the aforementioned subdivision was 25th June, 2021.
(g) The Holding Company has bought back 8,013 Class B equity shares during the year ended 31st March, 2021.
Nature and purpose of reserves
(i) Securities premium:
Amounts received on issue of shares in excess of the par value has been classified as securities premium (net of utilization). The Security premium is utilized in accordance with the provisions of the Companies Act, 2013.
(ii) Amalgamation Reserve:
Amalgamation reserve has been recorded by the Company to give effect to the scheme of amalgamation approved by Hon''ble High Court of Calcutta for amalgamation of G.R.Packsys Private Limited (Transferor Company) with the Company (Transferee Company) with effect from 1st April, 2012.
(iii) Capital Redemption Reserve:
Capital Redemption Reserve has arisen on buy back of equity shares pursuant to the provisions of the Companies Act, 2013. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to the members as fully paid bonus shares.
(iv) Retained earnings:
The cumulative gain or loss arising from the operations which is retained by the Company is recognized and accumulated under the heading "Retained Earningsâ. At the end of the year, the profit after tax and Other comprehensive income is transferred from the Standalone Statement of Profit and Loss to retained earnings. Other comprehensive income comprises actuarial gains and losses on defined benefit obligation.
A. Accounting classifications and fair values
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy
Valuation technique used to determine fair values:
Discounted cash flow valuation technique has been used to value financial instruments, as applicable.
The Company has exposure to the following risks arising from financial instruments:
⢠Credit risk(C)(ii) ;
⢠Liquidity risk(C)(iii) ; and
⢠Market risk (C)(iv)
The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has constituted the risk management committee, which is responsible for developing and monitoring the Company''s risk management policies. The committee reports to the Board of Directors on its activities.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to customers, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. The Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.
None of the customer accounted for more than 10% of the receivable as at 31st March, 2022 and 31st March, 2021.
Cash and cash equivalents and Security deposits
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies. The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits. The Company evaluates 12-month expected credit losses for all the financial assets and the risk assessed is insignificant for the Company.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The Company''s principal sources of liquidity are cash and cash equivalents, and the cash flow that is generated from operations. The Company has managed its liquidity and working capital requirements through cash generated from operations and through intermittent short term and long term borrowings.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instruments affected by market risk includes trade receivable/payable, other financial assets and liabilities. The Company is not exposed to any significant market risks.
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 risk of change in market interest rates relates primarily to its debt interest obligations. It''s borrowings are at floating rates and its future cash flows will fluctuate because of changes in market interest rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company operates in international markets and therefore is exposed to foreign currency risk arising from foreign currency transactions. The exposure relates primarily to the Company''s operating activities (when the revenue or expense is denominated in foreign currency) and borrowings in foreign currencies, if any. The foreign exchange loss is recognized in Statement of Profit and Loss.
The Company''s objectives when managing capital are to:
⢠safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
⢠Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Company monitors capital on the basis of the following Net Debt-Equity ratio:
Net debt (total borrowings and lease liabilities net of cash and cash equivalents) divided by Total ''equity'' (as shown in the balance sheet).
31. EMPLOYEE BENEFIT OBLIGATIONS
(i) Post-employment obligations Gratuity
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Life Insurance Corporation of India, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (half month''s salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act, 1972. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.13 based upon which the Company makes contribution to the Gratuity fund.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the Standalone balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.
31. EMPLOYEE BENEFIT OBLIGATIONS (CONTD.)
Risk Exposure
The Gratuity scheme is a final salary Defined Benefit Plan that provides for a lump sum payment made on exit either by way of retirement, death, disability or voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The Plan design means the risks commonly affecting the liabilities and the financial results are expected to be:
(a) Interest Rate Risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
(b) Salary inflation risk
Higher than expected increases in salary will increase the defined benefit obligation.
(c) Demographic risk
This is the risk of variability of returns due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
(ii) Defined Contribution Plan
The Company has certain Defined Contribution Plans viz. Provident Fund and Employees'' State Insurance. Contributions are made to provident fund for employees. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the year towards defined contribution plan is '' 9.93 (Previous year: '' 8.65). The Company has also contributed '' 2.73 (Previous year: '' 2.25) towards Employees'' State Insurance Scheme which has been recognized as an expense and included under ''Contribution to provident and other fund'' (Note 25).
32. CONTINGENT LIABILITIES AND COMMITMENTS
|
Capital and other commitments |
||
|
Particulars |
As at 31st March, 2022 |
As at 31st March, 2021 |
|
Estimated amount of contracts remaining to be executed on Capital Account and not provided for [Net of Advances of '' 702.54 (31st March, 2021: '' 351.38)] |
1,294.48 |
357.99 |
33. The Hon''ble Supreme Court of India in its judgment in the matter of Vivekananda Vidyamandir & Others Vs The Regional Provident Fund Commissioner (II) West Bengal laid principles in relation to non-exclusion of certain allowances from the definition of "basic wagesâ of the relevant employees for for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. Based on initial assessment performed by the Company, the order did not result in any material impact on these Standalone financial statements. The Company will continue to assess the impact of further developments relating to retrospective application of the Supreme Court''s judgement taking into account the additional guidance as and when issued by the statutory authorities and deal with it accordingly.
The Company is primarily engaged in the business of manufacturing and selling of plastic laboratory products and certain scientific instruments, which represents a single business. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM reviews the standalone financial statements when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. The Company sells its products in overseas markets however, in absence of any single significant market, CODM reviews geographical operations as "Within Indiaâ and "Outside Indiaâ. The information in respect of these is given below:
38. CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural development projects. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.
41. The Board of Directors of the Company, in its meeting held on 10th May, 2021, approved the resolution to initiate the conversion of the Company from a private limited Company to a public Company in view of its plans to approach the capital markets and have its shares listed on the stock exchange. The requisite approvals have been obtained under the Companies Act, 2013 and the Company was converted to a public limited Company on 14th June, 2021.
42. The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13th November, 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
44. During the year ended 31st March, 2022, the Company has completed its initial public offer (IPO) of 15,465,861 equity shares of face value of '' 2 each at an issue price of '' 662 per share aggregating to '' 10,234.74, comprising fresh issue of 2,265,861 shares aggregating to '' 1,496.34 and offer for sale of 13,200,000 shares by selling shareholders aggregating to '' 8,738.40. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 26th November, 2021.
The Company has incurred '' 436.52 as IPO related expenses and allocated such expenses between the Company '' 60.90 ('' 71.14 inclusive of GST) and selling shareholders '' 375.62. Such amounts were allocated based on agreement between the Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of Company''s share of expenses of '' 60.90 ('' 71.14 inclusive of GST) '' 50.79 has been adjusted to securities premium.
46. (i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(iii) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(iv) None of the companies in the Company have been declared wilful defaulter by any bank or financial institution or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(v) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(vi) The Company has not recorded any transactions which are not in the books of accounts and has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the current and previous financial year.
(viii) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
(ix) The Company has not entered into any scheme of arrangement which has an accounting impact on current and previous year.
(x) No funds raised on short-term basis have been used for long-term purposes by the Company.
(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013
(xii) There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
47. Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/ disclosure.
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