Preference Shares- Series I
The Company has issued 4,74,00,000 redeemable preference shares (RPS-Series I) of Rs 10/- each at zero percent dividend of total value of Rs 4,740 Lakhs, redeemable at a premium of 10% any time within 10 years (extended to 15 years in financial year 2023-24) of their allotment (i.e. May 28, 2014) as may be decided by the Board of Directors.
Preference Shares- Series II
The Company has issued 1,50,00,000 redeemable preference shares (RPS-Series II) of Rs 10/- each at zero percent dividend of total value of Rs 1,500 Lakh, redeemable at a premium of 10% any time within 10 years of their allotment (i.e. June 11, 2016) as may be decided by the Board of Directors.
Preference Shares- Series III
The Company has issued 40,00,000 redeemable preference shares (RPS-Series III) of Rs 10/- each at zero percent dividend of total value of Rs 400 Lakhs, redeemable at a premium of 10% any time within 10 years of their allotment (i.e. September 23, 2016) as may be decided by the Board of Directors.
13.2 Rights, Preferences and restrictions attached to Share Equity Share
The company has one class of equity shares having a face value of Rs. 10/- each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. 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.
14 CONTINGENT LIABILITIES
|
|
(Rs. in Lakhs)
|
Particulars
|
As at
|
As at
|
|
March 31, 2025
|
March 31, 2024
|
Demand raised by authorities against which, Company has filed appeals/rectification
Income Tax
|
429.71
|
545.44
|
Total
|
429.71
|
545.44
|
As per Indian Accounting Standard 19 (Ind AS 19) "Employee Benefits", the disclosures of employee benefits as defined in the accounting standard are given below:
a) Contribution to Defined Contribution Plan, recognised as expenses for the year, is Rs 0.43 lakh towards the employer's contribution to the provident fund.
b) Defined Benefit Plan
The present value of obligation for gratuity is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
27 It is management's perception that since the company is exclusively engaged in the activity which are governed by the same set of risks and returns the same are considered to constitute a single reportable segment in the context of Ind AS 108 "Operating Segments" issued by the Institute of Chartered Accountants of India.
28 The fair value of Investments in shares of Jindal India Power Limited (Formerly known as Jindal India Thermal Power Limited) as on March 31, 2025 has been determined on the basis of valuation of shares as on March 31, 2025 report by IBBI Registered Valuer. During the financial year 2024-25, the company has booked fair valuation gain amounting to Rs. 802.48 lakhs (previous year Rs 198.95 lakhs). Till March 31, 2025, the company has booked fair valuation gain amounting to Rs. 933.59 lakhs (previous year Rs. 131.11 lakhs) against investment of Rs 187.09 lakhs in equity shares of Jindal India Power Limited.
29 a) During the previous year, pursuant to scheme of Arrangement between Concatenate Advest Advisory Private
Limited (Demerged Company) and Concatenate Flexi Films Advest Private Limited (Resulting Company No.-1), Concatenate Imaging Advest Private Limited (Resulting Company No.-2), Concatenate Metals Advest Private Limited (Resulting Company No.-3) and Concatenate Power Advest Private Limited (Resulting Company No.-4) as sanctioned by order of Hon'ble National Company Law Tribunal, Kolkata dated September 22, 2023, equity shares and preference shares of the company held by Concatenate Advest Advisory Private Limited (demerged company) stands transferred to Concatenate Power Advest Private Limited (Resulting Company No.-4). Accordingly, the Concatenate Power Advest Private Limited (Resulting Company No.-4) has become holding company and also become part of the promoter's group of the Company.
b) Further, in lieu of investment held by the company in 1% NCRPS of Concatenate Advest Advisory Private Limited (demerged company), the company has been allotted 1% NCRPS of Concatenate Advest Advisory Private Limited (demerged company) and Concatenate Flexi Films Advest Private Limited (Resulting Company No.-1), Concatenate Imaging Advest Private Limited (Resulting Company No.-2), Concatenate Metals Advest Private Limited (Resulting Company No.-3) and Concatenate Power Advest Private Limited (Resulting Company No.-4) proportionately as per the scheme of demerger sanctioned by order of Hon'ble National Company Law Tribunal, Kolkata dated September 22, 2023 on the same terms and conditions.
30 a) In terms of Judgement of Hon'ble Delhi High Court dated March 09, 2017, the Ministry of Coal vide its Circular
dated February 01, 2018 asked allocattees to file claims with regard to Compensation of Land and Mine. Accordingly Mandakini Coal Company Limited (MCCL), Joint Venture of the Company has claimed compensation of Rs. 24,049.00 Lakhs, which included compensation towards leasehold land and other expenses which are to be received by MCCL from subsequent buyer/allottee of the Coal Mine after the reauction/reallotment of Coal Mine.
Nominated Authority passed claim of Rs. 22,279.31 Lakhs in favour of MCCL (Company is entitled for 1/3rd claim of Rs. 7,426.44 Lakhs). MCCL has also filed Appeal for the balance compensation before Coal Bearing Tribunal, Talcher for the additional amount of Rs. 13,361.00 Lakhs against land compensation purchased
directly from Land owners (Company's claim being 1/3rd i.e. Rs. 4,453.00 Lakhs), which is pending before Tribunal.
Meantime, IFCI lodged their claim before the Nominated Authority towards their loan to MCCL. To stall the said proceedings, Jindal Photo Limited and Tata Power Company Limited have filed writ petitions before Delhi High Court in which status quo order has been passed.
Further, Nominated Authority has now proposed to reduce the compensation to Rs. 15,519.85 Lakhs, from the amount already granted to MCCL i.e. Rs. 22,279.31 Lakhs. Against this proposed action, Jindal Photo Limited and Tata Power Company Limited have filed writ petitions before Delhi High Court and status quo order has been granted by High Court.
b) On the basis of book value per share of MCCL as per latest unaudited balance sheet certified by management (including claim recoverable as per (a) above), the company has up to March 31, 2025 booked fair valuation loss amounting to Rs. 1,692.89 Lakhs (Rs 1,688.04 Lakhs up to March 31, 2024) against investment of Rs. 3,930.00 Lakhs in shares of MCCL. In the opinion of the management, the provision is adequate.
c) The company had given interest bearing loan of Rs 537.33 lakhs upto March 31, 2025 (excluding interest receivable of Rs. 21.35 Lakhs upto March 31, 2015) to MCCL, a joint venture of the company. MCCL, due to its worsen financial conditions, has approached the company to waive the interest on loan. The Board has agreed to waive off the interest for the financial year from 2015-16 to 2024-25, hence no provision for interest has been made for financial years from 2015-16 to 2024-25. In the opinion of the Board, the amount due is good and recoverable.
d) Company had given Corporate Guarantee to IFCI in respect of loan given by IFCI to Mandakini Coal Company Limited (MCCL), a joint venture of the company. Up to 31.3.2018, the company has made payment of Rs 5132 lakh to IFCI to discharge its obligation under the deed of guarantee. The said amount has been shown as recoverable from MCCL in these accounts and no interest has been charged thereon. In the opinion of the Board, the amount is good and recoverable and in view thereof no provision has been created.
31 In the opinion of the Board of Directors the current assets, loans and advances are expected to realise at least the amount at which they are stated, if realised in the ordinary course of business and provision for all known liabilities has been adequately made in the accounts.
32.2 Fair Value Hierarchy
a) This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1: The hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
b) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2 or level 3, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
c) Fair value estimation
Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS 107 "Financial Instruments: Disclosure". Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in forced or liquidation sale. As no readily available market exists for a large part of the company's financial instruments, judgement is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts the company could realize in a market exchange from the sale of its full holdings of a particular instrument.
The following summarizes the major methods and assumptions used in estimating the fair values of financial instruments.
Interest-bearing borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows. The carrying amount of the company's loans due after one year is also considered as reasonable estimate of their fair values as the nominal interest rates on the loans due after one year are variable and considered to be a reasonable approximation of the fair market rate with reference to loans with similar credit risk level and maturity period at the reporting date.
Trade and other receivables/payables
Receivables/payables typically have a remaining life of less than one year and receivables are adjusted for impairment losses. Therefore, the carrying amount for these assets and liabilities are deemed to approximate their fair values, as the allowance for estimated irrecoverable amounts is considered a reasonable estimate of the discount required to reflect the impact of credit risk.
d) Valuation process
The accounts & finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the audit committee (AC).
Discussions of valuation processes and results are held between the CFO, AC and the valuation team at least once in every quarter, in line with the company's quarterly reporting periods.
The main level 3 inputs for unlisted equity securities, contingent considerations and indemnification asset used by the company are derived and evaluated as follows:
• Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the asset.
• Risk adjustments specific to the counterparties (including assumptions about credit default rates) are derived from credit risk grading determined by the company's internal credit risk management group.
• Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.
Changes in level 2 and 3 fair values are analysed at the end of each reporting period during the quarterly valuation discussion between the CFO, AC and the valuation team. As part of this discussion the team presents a report that explains the reason for the fair value movements.
33 FINANCIAL RISK MANAGEMENT
a) Risk management framework
In the ordinary course of business, the company is exposed to a different extent to a variety of financial risks: foreign currency risk, interest rate risk, liquidity risk, price risk and credit risk. In order to minimize any adverse effects on the financial performance of the company, derivative financial instruments, such as foreign exchange forward contracts, foreign currency option contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
b) 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 and investments in financial instruments.
The carrying amount of financial assets represents the maximum credit exposure. The company monitor credit risk very closely both in domestic and export market. The management impact analysis shows credit risk and impact assessment as low.
c) 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 fallen due. The Company's liquidity position is carefully monitored and managed. The Company has in place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its payment obligations.
The following table provides details of the remaining contractual maturity of the company's financial Liabilities. It has been drawn up based on the undiscounted cash flows and the earliest date on which the company can be required to pay. The table includes only principal cash flows.
d) 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 prices. Market prices mainly comprise three types of risk: currency rate risk, interest rate risk and other price risks. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. 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. This is based on the financial assets and financial liabilities held as at March 31, 2025 and March 31, 2024 The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Currency risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency (Rupees). As the company does not possess such asset and does not have foreign commercial transactions the Company is not exposed to foreign exchange risk arising from foreign currency transactions.
Interest rate risk
The Company's main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During March 31, 2025 and March 31, 2024, the Company's borrowings at variable rate were denominated in Rs. Currently the company's borrowings are within acceptable risk levels, as determined by the management, hence the company has not taken any swaps to hedge the interest rate risk.
34 Disclosures as required by Indian Accounting Standard 24 (Ind AS 24) "Related Party Disclosure" issued by the Institute of Chartered Accountants of India with respect to whom transaction were made during the year are as under:-
a) Joint Venture Company
Mandakini Coal Company Limited
b) Holding Company
Concatenate Advest Advisory Private Limited (upto February 20, 2024)
Concatenate Power Advest Private Limited (w.e.f. February 20, 2024)
c) Associate Company
Jindal India Powertech Limited
d) Key Managerial Personnel and Directors
Manoj Kumar Rastogi, Managing Director
37 Additional Disclosures:
i) Title deed of all immovable properties are held in the name of company.
ii) The company does not have any investment property.
iii) During the year the company has not revalued its property, plant and equipment (including right-of-use assets)
iv) The company does not have any intangible assets.
v) Disclosure with respect to loan or advance in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person that are:
vi) The company does not have Intangible assets under development
vii) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
viii) The company does not have any borrowings from banks or financial institutions.
ix) The company is not declared wilful defaulter by any bank or financial Institution or other lender.
x) The company has not entered into any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
xi) In the earlier years, Jindal Photo Limited availed various credit facilities from Banks in respect of which charges were created and satisfied from time to time in compliance of provisions of the Companies Act, 1956/2013. Pursuant to order of Hon'ble Bombay High Court dated February 26, 2016, sanctioning of the scheme of arrangement, between Jindal Photo Limited ("Demerged Company") and Jindal Poly Films Limited ("Resulting Company") for the demerger of the photographic division of demerged undertaking and transferred into the Resulting Company with effect from April 01, 2014, the Appointed Date as mentioned in Note No. 42 of Annual Accounts of the company for FY 2015-16. All the credit facilities taken from the bank pertain to resulting company and accordingly transferred to Jindal Poly Films Limited. However one charge bearing ID number 80026156 created by the company favouring HDFC Bank Limited for Rs. 4,500 Lakh in respect of demerged undertaking is still showing in the records of Ministry of Corporate Affairs. This does not pertain to company as assets on which charge created has been transferred to resulting company and as such company does not enjoy any credit limit with the bank. However the company is taking steps to get same rectified on the MCA portal.
There is no other charge or satisfaction yet to be registered with ROC beyond the statutory period.
xii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with companies (Restriction on number of layers) rule 2017.
xiii) During the year any Scheme of Arrangements has not been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
xiv) Utilisation of Borrowed funds and share premium:
(A) 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(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
(B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
xv) Corporate Social Responsibility (CSR): NA
xvi) The company has not traded or invested in Crypto Currency or Virtual currency during the year.
xvii) The company does not have any transaction, not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
|