(a) Rights, Preferences and restrictions attached to equity shares
Each shareholder is entitled to one vote per share and dividend when declared. Other rights are governed by the Articles of Association of the Company and the Companies Act 2013.
(v) In accordance with the shareholders' consent obtained at the 39th Annual General Meeting held on 14th December 2009, the company allotted 66,27,000 equity shares of Rs. 5/- each, aggregating to Rs. 331.35 lakhs, to promoters and associates on 31st March 2016.
Subsequently, these shares were cancelled based on the order of the National Company Law Tribunal (NCLT) dated 10th May 2023.
(vi) The consent terms filed on 05.03.2000 with the Supreme Court and decreed by the said Court in the matter of share allotment and sale of 5.33 grounds of land effects of the decree has not been considered in the books of accounts of the company, since the consent decree terms are yet to be implemented. A suit has since been filed in Madras High Court for implementation of the scheme.
(vii) During the year, NCLT, Chennai vide its order dated 10.05.2023 had allowed for reduction of share capital from Rs. 9,55,54,425 to Rs. 6,24,19,425. Pursuant to NCLT order on reduction of capital, Promoters and Promoters group holding reduced from 93,05,038 to 26,78,038 shares.
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Rs. in Lakhs
|
|
19.
|
|
31st March 2024
|
31st March 2023
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| |
Contingent liabilities and commitments (to the extent not provided for)
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|
|
| |
Contingent liabilities
Claims against the company not acknowledged as debt
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|
|
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- Disputed sales tax demands under appeal including stay of recovery granted for Rs.854.65 lakhs (Rs.20.50 lakhs paid under protest included under advances) (Based on another Supreme Court order and legal Opinion such demands may not be sustainable)
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|
|
| |
- Others(Exclusive of Interest)
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-
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145.00
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| |
Guarantees
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-
|
7.00
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| |
Other money for which the company is contingently liable
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|
|
| |
- Differential Customs Duty on Import machinery Availed under export obligation scheme
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-
|
84.07
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| |
Pursuant to an arbitration award dated 30.09.2017 relating to additional electricity dues of Costic Soda plant sold by the Company in the year 1986 . together with interest at 6% p.a.
|
|
231.37
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| |
Income Tax Liability : For FY 2021-22, creating a contingent liability for income tax Notice of Demand under Section 156 of the Income-Tax Act, 1961.
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95.34
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|
| |
Legal Opinion on Land Dispute: the legal opinion on the 5.33 acres land dispute. This dispute concerns the parking area at the Nungambakkam head office and is still pending in court.
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882.80
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|
| |
Ennore Land Sale: The company sold the Ennore factory during FY 2023-24. As per Section 50C, the company is required to pay capital gains tax on the fair market value of the property, which is InR 110 crores.
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1,284.67
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|
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Sub Total
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2,262.81
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467.44
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| |
Commitments
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|
|
| |
Estimated amount of contracts unexecuted on capital account
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-
|
-
|
| |
Uncalled liability on shares and other investments partly paid
|
-
|
-
|
| |
Other commitments
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-
|
-
|
| |
Sub Total
|
-
|
-
|
| |
Total
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2,262.81
|
467.44
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31. Employee Benefit Obligations
(a) Defined Contribution Plan
The Company makes provident fund contributions to the fund maintained with the office of Regional Provident Fund Commissioner. The company has recognized Rs. 40,17,763/- (Previous year Rs. 7,70,730/-) in the Statement of Profit and Loss under ‘Contribution to provident and other funds'.
(b) Defined Benefit Plan
The Company has a gratuity benefit plan applicable to all employees. Employees are eligible for gratuity as per the provisions of the Payment of Gratuity Act, 1972, with a vesting period of five years of service, on resignation, retirement or death.
The following tables summarize the components of the net benefit expenses recognized in the Statement of Profit and Loss and the unfunded status and amounts recognized in the balance sheet for the gratuity benefit plan.
Compensated Absences: The Company provides for the encashment of leave or leave with pay to employees. The employees are entitled to accumulate leave subject to certain limits, for future availment/ encashment. The liability is provided based on the number of days of unutilized days of leave at each Balance sheet date on the basis of year-end actuarial valuation usinq projected unit credit method. The scheme is unfunded.
33. In accordance with IND AS 12 - “Income Taxes”, the company has recognized a deferred tax asset amounting to INR 45,39,133/-. This recognition is based on the reasonable certainty of the availability of future taxable profits against which this deferred tax asset can be utilized.
34. With respect to the pending litigations, the company has not provided for additional financial commitment over and above the amount due and appearing in the books of accounts to the various litigations.
35. The figures in brackets relate to Previous year and regrouped / reclassified to confirm to the requirements of schedule III.
36. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other source or kind of funds) by the company to or in any other person(s) or entity(ies) including foreign entities (“intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary, shall, whether 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 provide any guarantee, security or the like on behalf of the ultimate beneficiaries as per Clause (e)(i) of Rule 11 of Companies Audit and Auditors Rules, 2014.
37. No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding parties”), with the understanding, whether recorded in writing or otherwise, the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries as per Clause (e)(ii) of Rule 1l of Companies Audit and Auditors Rules, 2014.
1. Going Concern Disclosure : The financial statements have been prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.
2. IND AS 113 - Fair Value Measurement : The Company has applied IND AS 113 to measure the fair value of its financial instruments and other assets as required. The fair value hierarchy used for measurement and disclosures is in accordance with the prescribed levels in IND AS 113.
3. Trade Receivables Aging Schedule : The trade receivables aging schedule is as follows:
Less than 6 months: ' -32.56 Lakhs 6 months - 1 year: ' 14.61 Lakhs 1 year - 2 years: ' 34.53 Lakhs More than 2 years: ' 2.51 Lakhs
4. Trade Payables Aging Schedule : The trade payables aging schedule is as follows:
Less than 1 year: ' 39.04 Lakhs
1 year - 2 years: Nil More than 2 years: Nil
5. Financial Risk Management : The Company is exposed to various financial risks, including market risk, currency risk, credit risk, and liquidity risk. The Company’s risk management framework is designed to identify and mitigate these risks:
Market Risk : The Company manages market risk through diversification and hedging strategies.
Currency Risk : Exposure to currency risk is managed through forward contracts and natural hedges.
Credit Risk : The Company manages credit risk by setting credit limits and monitoring the creditworthiness of customers.
Liquidity Risk : The Company maintains sufficient cash and liquid investments to meet its obligations.
6. IND AS 19 - Employee Benefits : The Company has made the following disclosures as per IND AS 19:
Investment Risk : The present value of the defined benefit obligation is calculated using a discount rate determined by reference to market yields on government bonds at the end of the reporting period.
Interest Rate Risk : A decrease in the bond interest rate will increase the plan liability.
Salary Risk : Higher-than-expected salary increases will increase the defined benefit obligation.
Longevity Risk : The present value of the defined benefit obligation is calculated by reference to the best estimate of the mortality of plan participants.
Attrition Rate : The actuarial assumption for employee attrition is based on the Company’s past history.
Expected Rate of Return on Plan Assets : The expected rate of return on plan assets is based on the average long-term rate of return expected on investments of the fund during the estimated term of the obligation.
7. Additional Disclosures: :
a) The Company does not have any benami property, and no proceedings have been initiated or are pending against the Company.
b) The Company has not traded or invested in cryptocurrency or virtual currency during the financial year.
c) The Company has not advanced, loaned, or invested funds to any entity with the understanding that they will lend, invest, or provide guarantees on behalf of ultimate beneficiaries.
d) The Company has not received any funds from any entity with the understanding that the Company will lend, invest, or provide guarantees on behalf of ultimate beneficiaries.
e) The Company does not have any transactions not recorded in the books of accounts that have been surrendered or disclosed as income during the year under the Income Tax Act, 1961.
f) The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013.
g) The Company has not been declared a wilful defaulter by any bank, financial institution, or lender during the year.
h) The Company does not have any charges or satisfaction pending for registration with ROC beyond the statutory period.
i) Quarterly returns or statements of current assets filed with banks or financial institutions are in agreement with the books of accounts.
j) The Company has used the borrowings from banks and financial institutions for the specific purpose for which they were obtained.
k) The title deeds of all immovable properties disclosed in the financial statements are held in the name of the Company as at the balance sheet date.
l) The Company does not have any transactions with companies that have been struck off.
m) The Indian Parliament has approved the Code on Social Security, 2020, which may impact contributions towards Provident Fund and Gratuity. The Company will assess the impact and provide appropriate disclosures once the corresponding rules are notified.
8. Financial Assets - Investment at Fair Value Through OCI : These equity shares are designated as FVTOCI to reflect the Company’s intention to hold these investments for strategic purposes rather than for trading. This designation is made to avoid volatility in the profit or loss statement due to changes in market value.
9. Payment to Auditors : The payment to auditors for the financial year is as follows:
Statutory Audit: ' 300,000/-
Tax Audit: ' 50,000/-Other Services: NIL
10. Category-wise Classification of Financial Instruments:
Financial Assets Measured at Amortized Cost: NIL Financial Assets Measured at FVTPL: ' 999,940/-Financial Assets Measured at FVTOCI: NIL Financial Liabilities Measured at Amortized Cost: NIL
11. No Significant Changes:
a. There have been no changes in the composition of the entity during the period.
b. There have been no business combinations, obtaining or losing control of subsidiaries, or other long-term investments during the period.
c. No restructuring activities have been undertaken, and no related costs have been provided for or reversed during the period. There have been no discontinued operations during the period.
12. No Dividends Paid : No dividends have been paid during the period ended.
13. No Transfers Between Levels of Fair Value Hierarchy : There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments during the period.
14. No Changes in Classification of Financial Assets : There have been no changes in the classification of financial assets into those at amortized cost, fair value through OCI, or fair value through P&L, during the period.
15. No Correction of Prior Period Errors : There has been no correction of prior period errors during the period.
16. Capital Management - Debt-Equity Ratio : The Company’s capital management strategy focuses on maintaining a healthy debt-equity ratio. As at the end of the period, the debt-equity ratio is 6.96.
17. Appointment of Company Secretary : The Company Secretary of the Company was appointed from 19-03-2018. Prior to this, the position remained vacant.
18. Approval of Financial Statements : The financial statements were approved for issue by the Audit Committee and the Board of Directors at their respective meetings conducted on 29-05-2024.
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