6.1 The Group holds trade investment in of Exela Technologies, Inc. (Listed on NASDAQ, "XELA"& "XELAP"). The said investment in Equity is a financial instrument designated as Fair Value through Other Comprehensive Income (FVOCI), however, is not to be reclassified to profit and loss subsequently and accordingly, the change in fair value is recognised net of deferred tax in Other Comprehensive Income.
On April 18, 2022 Exela has offered to exchange, for each 20 shares of Common Stock tendered, stock holder will receive one share of Series B1 Cumulative Convertible Perpetual Preferred Stock ("B1 Preferred Stock"), with liquidation preference of US $ 25.
B1 Preferred stock will have the following terms:
- The holders of Series B1 Preferred Stock on all matters submitted to a vote of the stockholders of the Exela will vote with the Common Stock as a single class.
- Holders of shares the Series B1 Preferred Stock will be entitled to receive, dividends, cumulative dividends at the rate of 6.00% per annum of the $25.00 liquidation amount per share, if authorized by board of directors of Exela.
- The B1 Preferred Stock will rank senior to the Series B Preferred Stock upon liquidation and in the right to receive dividends.
- B1 Preferred Stock holder will have the option to convert some or all of the outstanding shares into shares of Common Stock as per the terms mentioned in the offer document
The Group had tendered 5,712,123 Shares of Common stock and received in exchange 285,606 nos Series B1 Preferred Stock. Now the Company holds 285,606 Series B1 preferred stock.
On July 25, 2022 Exela Technologies, Inc. has done a reverse split of its common stock in the ratio 1:20.
On May 12, 2023 Exela Technologies, Inc. has done a reverse split of its common stock in the ratio 1:200.
Although it does not change the Group's holding in the investee company, the number of shares held will be reduced in proportion of ratio of reverse splits.
Terms/rights attached to Equity shares :
The Holding Company has only one class of equity shares having a par value of Rs. 10 each. Each shareholder has right to vote in respect of such share, on every resolution placed before the Holding Company and his voting right on a poll shall be in proportion to his share of the paid -up equity capital of the Holding Company. In the event of liquidation, the equity shareholders are entitled to receive the remaining assets of the Holding Company after payments to preferential amounts secured and unsecured creditors, if any, in proportion to their shareholding.
31 Financial Instruments
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
34 Risk Management
Financial risk management objectives and policies
The Group's financial risk management is an integral part of how to plan and execute its business strategies. The Group's activity expose it to market risk, liquidity risk, commodity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Group, The Group's financial risk management policy is set by the Chairman along with CFO and governed by overall directions of Board of Directors of the Group.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.
A. Credit risk
Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Group periodically assesses financial reliability of customers, taking into account the financial conditton, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Individual credit period and limits are set accordingly.
The Group considers the probability of default upon inittal recognitton of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of default occurring on asset as at the reporttng date with the risk of default as at the date of inittal recognitton. It considers reasonable and supportive forwarding-looking information to decide on this such as:
i) Actual or expected significant adverse changes in business
ii) Actual or expected significant changes in the operattng results of the counterparty
iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligatt'ons
iv) Significant increase in credit risk on other financial instruments of the same counterparty.
The Group categorises financial assets based on the assumpttons, inputs and factors specific to the class of financial assets into High-quality assets, negligible credit risk; Quality assets, low credit risk; Standard assets, moderate credit risk; Substandard assets, relattvely high credit risk; Low quality assets, very high credit risk; Doubtful assets, credit-impaired.
Financial assets are written off when there is no reasonable expectatfons of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than one year past due. Where loans or receivables have been written off, the Group contfnues engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized in profit or loss.
Information about major customers
Revenue from Software and IT enabled services to largest customers (greater than 10% of total services) is Rs. 161,236 Th o us a n ds (Previous Year Rs. 120,551 Thousands)
B. Liquidity risk
Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time, or at a reasonable price. The Group's liquidity, funding as well as settlement management processes policies and such related risk are overseen by management. Management monitors the Group's net liquidity position through rolling forecasts on the basis of expected cash flows.
C. Market risk-interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to opfl'mize the Group's position with regards to interest income and interest expenses and to manage the interest rate risk, Group performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
D. Market risk-foreign currency risk
The Group accrue all of its revenue in US Dollars and its expenditure is incurred in the Indian Rupees. Therefore there is risk exposure due to adverse fluctuation of exchange rate between the US Dollar and the Indian Rupees. In order to mitigate the risk the management tracks foreign currency movement closely.
Derivative financial instruments
The Group has not entered into any derivative financial instruments during the current year and previous year.
35 Capital risk management
A The Group'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 to maintain an optimal capital structure to reduce the cost of capital The Group monitors capital on the basis of the following debt equity ratio:
Group believes in conservative leverage policy. Its debt equity ratio is lower than the industry average.
Group's moderate capex plan over the medium term shall be largely funded through internal accruals and suppliers c red i t .
B The Group follows the policy as decided by Board of directors considering financial performance, available resources, other internal and external factors and upon recommendation from Audit Committee for the declaration of dividend.
36 Disclosure pursuant to Ind AS - 19 "employee benefits"
i) Gratuity: In accordance with the applicable laws, the Group provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The gratuity plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment.
Liabilities with regard to the gratuity plan are determined by actuarial valuation on the reporting date and the Group makes annual contribution to the gratuity fund administered by life Insurance companies under their respective group gratuity schemes.
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.
ii) Compensated Absences: The Group permits encashment of compensated absence accumulated by their employees on retirement or separation from service. The liability in respect of the Group, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation as at the balance sheet date performed by an independent actuary.
iii) The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Group will assess the impact of the Code and recognise the same when the Code becomes effective.
38 Contingent liabilities not provided for :
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Particulars
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2023-24
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2022-23
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Fixed deposit pledged against credit card facilities
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1,000
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1,201
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The Group does not have any pending litigations as at March 31, 2024 and as at March 31, 2023
Notes:
a) Related party relationship is as identified by the management and relied upon by the auditors.
b) No amounts in respect of related parties have been written off/ written back during the year and has not made any provision for doubtful debts/ receivable.
c) Related party transactions have been disclosed on basis of value of transactions in terms of the respective contracts
d) The Company enters into transactions with these related parties in the ordinary course of business at market rates and terms.
41 The Group's lease assets classes primarily consist of leases for buildings.
The Group has used following practical expedient when applying IND AS 116 to leases :
(a) The Group did not recognize Right to Use and lease liabilities for lease for which the lease terms ends within 12 months on the date of transaction and low value assets
(b) The weighted average lessee's incremental borrowing rate applied to the lease liabilities is 10% On transition to the IND As 116, the impact thereof is as follows :
44 Segment Reporting :
The Group has disclosed its Enviornment Business as discontinued operations (Refer note 30) . H e nce i t ha s on I y one reportable segment in terms of requirement of IND AS 108 i.e. 'Software and IT Enabled services' in Operating Segments.
45 Certain financial assets and financial liabilities are subject to formal confirmations and reconciliations, if any. The Management, however, is confident that the impact whereof for the year on the financial statements will not be material.
Note :- Detail explanations for the ratios with significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in the above mentioned ratios
(a) Due to Increase in financial assets as cash generation from operating activities during the year and increase in trade receivable due to increase in turnover.
(c) Due to additional dividend income received on investment during the last year and curret year Nil.
(e) Due to increase in employee cost corresponding to increase in turnover during the current year.
(f) Due to increase in working capital as stated above and increase in turnover, net capital turnover ration gone down in current year.
(g) Net profit increased last year mainly due to receipt of dividend income on investment which was nil during the year
(h) Due to decrease in profit during the year compared to last year due to dividend income last year.
(i) Dividend received during the last year on investment and nil in current year.
47 a) There are no transactions or balance with struck off companies
b) No proceeding has been initiated or pending against the Group for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and rules made thereunder.
c) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
d) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year
e) There were no transactions relating to previously unrecorded income that have been surrendered and disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
f) The Group has not advanced or loaned to or invested in funds to any other person(s) or entity(is), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
g) The Group has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall
(i) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
48 Previous years' figures have been regrouped/reclassified wherever necessary to conform to the current year's classification.
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