2.1 Rights, Preferences and restrictions attached to shares
The Company has only one class of shares namely equity shares having a par value of Rs. 10/- each. Each shareholder is eligible for one vote per share held. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in Annual General Meeting except in case of interim dividend. In the event of liquidation of the company the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts if any, in proportion to their shareholding. However no such preferential amounts exist currently.
2.2 Authorised capital - In FY 2010-11 authroised capital increased from 40,000 equity shares of Rs.10/- to 2,50,000 equity shares of Rs.10/- each and in the FY 2011 -12 the same was further increased from 250,000 equity shares of Rs. 10/- each to 10,00,000 equity shares of Rs. 10/- each. The Authorized share capital was further increased from 10,00,000 equity shares to 1,60,00,000 equity shares in FY 2023-2024.
2.3 Issued. Subscribed and paid no capital was increased in the F.Y 2010-2011 from 14,500 equity shares of Rs.10/- each to 245,000 equity shares of Rs.10/- each. This increase was effected by issue of 100,000 equity shares of Rs. 10/- each at par ranking pari passu with the then existing shares and balance 130,500 shares were issued by way of bonus shares by capitalizing part of the reserves having pari passu rights with the then existing shares.
2.4 100,000 shares out of authorized share capital were issued and were subscribed. These were allotted lor cash at par at Rs.10/- each in the F.Y 2010-2011 ranking pari passu with the then existing shares in all respects.
2.5 50,000 shares out of authorized capital were issued in the financial year 2011-12 at a premium of Rs.30/- which were subscribed by the then existing share holders. The subscription was accepted and shares were allotted as fully paid up shares ranking pari passu with existing shares in all respects.
2.6 11,370 shares out of authorized capital were issued in the financial year 2017-18 on private placement basis at a premium of Rs.376/- per share. Subscription for the same was received from an NRI and the entire money was remitted to the account of the com pay by the said NRI. These shares were issued as fully paid up shares ranking pari passu with existing shares in all respects.
2.7 1,07,22,950 shares out of authorized capital were issued in the financial year 2023-2024 were issued as bonus shares to the existing shareholders in the ratio of 1 :35
4, l The Loan from banks included (UGECL) the amount outstanding at the end of the year, excluding the portion which was payable in the next 12 months from the end of this financial year. Term loan (UGECL) of Rs. 22.48 Lakhs was sanctioned during the year 2020 by a Nationalised Bank (UB) and is repayable in 36 EMI with a fixed cupon rate of 10.25 per annum.The Loan is secured by hypothecation of stock and book debts of the company and further by the personal guarantees of the directors and the relative of the director so it is treated as secured loan.Please refer note No, 5,2
4.2 Car loan is secured by the way of hypothecation of the car (MG Astor) purchased.The Repayment period is 36 months and car loan carries an interest of 9.90 %. The amount outstanding at the end of the year, excluding the portion which was payable in the next 12 months from the end of this financial
_year is stated here. Please refer note No. 5,4_
4.3 Car loan is secured by the way of hypothecation of the car (Tata Altraz) purchased.The Repayment period is 24 months and car loan carries an interest
! of 9,80 %. The amount outstanding at the end of the year, excluding the portion which was payable in the next 12 months front the end of this financial
; _year is stated here. Please refer note No. 5.4_
J 4.4 The amounts falling due within 12 months for all the above long term borrowings are taken to short term borrowings as current maturities of Long term
I secured debt and remaining balance is included in the above total amount. Please also refer Note 5.3. 5.4 and 5.5
5.1 The cash credit loan from a Nationalized bank is secured against stocks & book debts. It carries an interest rate of 12.80 % p.a, Alt the loan limits sanctioned are further Secured by Equitable mortgage of Four immovable properties one belonging to company, one belonging to both the directors and twojiroperlies belonging to one of their relatives. The sanctioned limits by the Bank in case of Casli credit (fund based-) is Rs.250/- lacs and the same . fs^^ifigg^^y^otiiecation of books debts not exceeding 90 days and stocks. There are non-fund based limits and the sanction limits for all non fund /<< Ijased Iimi1025/- Lacs.The guaranatee limits and other limits are further secured by lien created on the term deposits held by the company with the bank, PleasXtU^o^ refer Note, 15.1 and 28 also.
5.3 Tlie current maturities of term loan includes UGECL outstanding amounting to Rs.2,07f667/- which is payable within next twelve months. Please refer Note No. 4.1
5.4 The Current maturities of car loan represents dues which are payable within next twelve months. Please refer note No. 4.2 and 4.3
5.5 The NSIC loan limit is 300 lakhs which is exclusively given for raw material procurement with a tenor of 180 days and and at the end of the period if payment is made the limit automatically gets renewed thus it is a revolving credit.. As per the terms of this loan payment to raw material suppliers will be made directly by NSIC within the permitted credit limit and at the end of the tenor of the loan if payment is made by the Company the limit is automatically gets restored. This loan carries a coupon rate of 10.75% w.e.f 01.12.2023 for this financial year. For the period beyond 180 days an additional interest of 1.25% will be charged for every cycle of 90 days. This loan is guaranteed by a BG issued by the Bankers of the Company. Towards extending this guarantee limit and other guarantees a lien is created on Fixed deposits held by the Company with the Bank, Please see Note Nos. 15.1
and 28
14.1 AH the Fixed deposits (including interest accrued and that will accrue) are given as security to the bank for guarantees issued in favor of customers towards advances, performance guaranties or for withdrawal of retention money. The outstanding amount of bank Guarantees on all these counts is Rs 4,89,54,684/- None of the guarantees given were/are revoked till date and there are no revoked guarantees as at the tlnancial year ending.The tenure of the Fixed Deposits varies from 3 to 24 months subject to auto renewal by the bankers' as guarantees are extended based on the security of these deposits. Thus the Fixed deposts will not form part of cash and cash equivalent as per AS 3. Please also refer Note Nos. 5.1 , 5.5, 17.2 and 27 (a) in this respect.
15.1 Retention money represents the amounts receivable towards supplies made and services provided. The method adopted by the Company consistently is that the entire value of goods sold are invoiced and the entire value is accounted as sales. But the customers' retain an agreed amount towards assurance for the quality parameters of the material supplied and the same will be released by the customers as soon as the period agreed is complete or against a BG provided by the Company,Though it is definitely a trade receivable for better disclosure purposes the same is shown separately under the head retention money. Similar situation arises in works contract portion also and even here invoices are raised for the full value of the work done and the same is accounted as income and the invoiced amount other than the agreed retention money was taken to trade receivable and the retention money portion for better disclosure norms was bifurcated and shown separately here. The total amount shown includes retention both on supplies and works executed. The total invoice values have been accounted as revenue
15.2 Balance with government authorities include income tax refunds receivable amounting to Rs.6.59 lakhs most of them of which were adjusted against the demands raised for earlier assessmnet years. Since the demand is disputed and details of refunds adjusted is not confirmed by the department the same is still kept as receivables. Please also refer Note.27 b.
Both in the case of sale of material and labour charges for work contracts the total billed value is taken as revenue as was done in all the previous years. This method of accounting of sales and labour charges as per invoices raised as revenue is being followed consistently. In both cases a portion of the billed amount is retained by the customers towards supply of assured quality material and also towards satisfactory completion of the jobs respectively. This retention amount will be released at the end of the agreed period for which such retention is permissible or it can even be released earlier against BG issued by the company towards the same. Please refer Note No. 15.1 above. Inspite of the fact that such retention does notaccure as right to receive it has been taken as income as right to claim the same at the appropriate time has arisen at the point of making the invocie for the supplies made and for the progressive part of the work done as per the terms of the contrats for suppty or for labour job.
The Interest received from FDs are taken as other operating revenue based on the legal position. The Apex Court has held that interest received from ^ ^ FDs which are given as lien against guarantees be classified as business income. Based on this decision as the deposits are inextricably and exclusively used for the purpose of business the interest is taken as operative income to fall ill line with the judgement of the Apex court.
a. The contingent liabilities include bank guarantee given, in favor of NSIC for their revolving limit given for purchase on material towards adavnces Iron customers, performance guarantee and also for other guarantees given for withdrawal of retention money from the projects under taken, The amount of bant
27 guarantees outstanding as on 31st. March 2024 amount to 4,89,54,684/-.Towards these guarantees given by bank a lien is created on the FDs and RD (including interest accrued and will be accruing) ot Rs, 1,81,19,094-,These deposit receipts are lodged with bank towards margin money for extending such guarantees and z lien is created on them. These guarantees though are recognized as contingent laibilities no provision for the same is made in the accounts.Please see Note No 5.1,5.5,14.1 and 17,2 also.
b. The Company has also income tax demands outstanding for the AYs 2006-07 & 2007-08,2008-09 and AY 2020-21 amounting to Rs.31976 hundreds plus accrued interest as per the income tax portal, With respect to the demand raised for 2006-07,2007-08 and 2008-09 the company has filed RT1 applications and rievance asking for details for demand raised to take further action from the companies side. The assessing onicer provided th intimation copies but the same were not in line with the demand raised in the portal, A portion of these demands were already adjusted against the eligible refunds to the company.The replies received from the department were incomplete and not matching with the demands raised in online portal. Further greivances were raised from company’s side and still the grievances are pending for Since there is no clarity from the department on the information provided, the same is treated as contingent liability till final resolution is received from the department and final demand is arrived by the department.
c. The Company has also contingent sales tax demands for the Financial years 2011-12 to 2014-15 amounting to Rs.30.6S Lakhs. The company had got favourable orders before the lower authorities and the department has gone for further appeal and the case, is still pending for hearing
The Company covers all the eligible employees under PF, ESI, Bonus, Mediclaim, and Gratuity as mentioned below. To this extent AS 15 (Revised) is followed by the company.
a. EPF is paid to all employees working in the Company except for employee/s on probation period/or aged above 60 years. Sub-contractor's employees in few project sites are also covered in this scheme, Majority of the sub contractors' have enrolled for PF and are submitting the PF records to the company
b. With respect to ESI, all employees excepting those who are under probation and those who are not on the roll for more than 6 months are covered. Majority ol the sub-contractors have enrolled for ESI and are submitting payment records to the company. Mediclaim Insurance is provided to all employees other than those covered under ESI. Workmen Compensation is provided for the subcontractor employees in those project areas.
c. Tlie Company operates Group Gratuity Plan for employees. The cost of providing defined benefits is determined using the Projected Unit Credit Method with . actuarial valuations being carried out at each reporting date. The defined benefit obligations recognized in the Balance Sheet represent the present value of the
defined benefit obligations as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognized representing the present value of available refunds and reductions in future contributions to the plan. The entire liability towards gratuity is considered as current as the company is expected to contribute this amount to the gratuity fund within the next twelve months,The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the. interest rate is declared on yearly basis and is guaranteed fora period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a casli accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset).
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. The Group presents the leave as a current liability in the balance sheet; to the extent it does not have an unconditional right to defer Us settlement for 12 months after the _reporting date_
d. The minimum Bonus payable is equated for twelve months and is paid along with monthly salary. Additional bonus is considered based on profitability and cash flow of the Company for the year. Temporary probationarics are not covered under this scheme as the attrition is high and they seldom stay with the Company for more than 5 or 6 months,
^ Expenditure on employees who are in receipt of remuneration of Rs.1,02, 00,000/- per annum if employed for the full year or Rs,8,50,000/- per month when employed for a part of the year is Nil._
30 The details of impart and exports made during the year and their percentages to total purchases and sales respectively are given in Note No.32.
Inventories are valued at cost or realizable value whichever is lower on FIFO basis.Most of the items are bought and sold on back to back basis. Closing stock as at the end of the financial year is arrived at by physical verification also. On such physical verification the differences, if any, that arise between physically verified stock 33.1 figures and the book stocks figures it is dealt with accordingly in the accounts. All traded stock items are valued at cost price or net realizable value wltichever is less on FIFO basis. The value of unbilled work is estimated taking in to account the cost incurred till date or based on net realizable value as per estimate made by the site engineers whichever is lower and the same is adopted. Please refer to Note 12.1 also in this regard.
Dues to Micro and Small Enterprise : Tlie company has received Udliyog Aadltar certificates from few suppliers regarding their status under the Micro, small and Medium Enterprises Development Act, 2006. No dues to those suppliers are pending more than 45 days as per the MSME act except retention amount which will be 36 released only after the completion of the work as per contract .Hence no provision for interest for MSME suppliers has been made. There is one MSME creditor whose dues amounting to Rs.l .89 L are under dispute before the Micro and Small Enterprises Facilitation Council and no provision for interest has been made. Hence no further disclousres are required to be made regarding the same.
Debtors and creditors balances are confirmed by the management. Hie Management is of the confirmed opinion that alt the debtors are realizable at their stated value and that all the creditors are payable at their stated value and hence there is no diminishment or gain in this regard which require provisioning.
Based on management's physical verification and economic valuation of property, plant and equipment, few assets were impared and charges to profit and loss. The amount of assets impaired is Rs.l 0.18 lakhs
The Company has two directors who are overlooking the operations of the company and reviewing the company's performance on a regular day to day basis.Tliese two directors are also the promoter shareholders holding majority share capital and voting rights of the company. The directors have framed necessary internal financial control systems in the organization and the directors have also taken efforts to educate their employees regarding the control systems framed and have
39 ensured that the controls made are effective and efficient . All expenses and budgets are closely monitored by the Directors and without their authorization no payment is made or passed. Thus there is a proper internal control system and machanism to suit the size and nature of operations of the company and the same is functioning well to the required extent and there are no lapses or shortcomings noticed in such control systems during the reviews conducted at intervals and is working well as at the year end.
40 The figures of the previous year have been regrouped and re-dassified so as to make them comparable with those of the current year.
Pursuant to the enactment of the Companies Act 2013, the Company has, effective 1st April 2014, reviewed and revised the estimated useful life of its fixed assets and has adopted the life of the assets as given in part "C" of Schedule II to the Companies act, 2013 and has followed the the provisions of Schedule II of the Act. ^ Hie Depredation on Fixed Assets have been provided under WDV method as per the provisions of Schedule II of the Companies Act, 2013.The Depreciation on Intangibe Assets have been provided under SLM method which is consistently followed by the company.
42 The company does not have any property plant & equipment as investment but has a property used for site office as business asset. Hence disclosure under this clause is not applicable.
43 There are no loans and advances given to related parties and hence this clause is not applicable
44 There are no proceedings initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder
45 The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.Hence disclosure under this clause is not applicable
^ There are no subsidiaries as at the end of the year and hence compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
The Company has no Scheme of Amalgamations approved or pending for approval by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013.
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 also not received any
fmid from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company
49 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.
c) 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.
50 Undisclosed Income under Income Tax Act - Rs, Nil
g I Tiie company will not fall under the criteria of provisions of CSR as per section 135(1) and accordingly the sub-section (5) of Section 135 of the Companies Act, 2013 is not applicable to the company.
52 The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence, disclosures relating to it are not applicable.
The Company did not have any transactions with Companies stmck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956
53 considering the information available with die Company.But had transaction with foreign subsidiary which was liquidated on 24-01-2023 and this i not covered under the provisions of Section 248,
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