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Valiant Organics Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 807.37 Cr. P/BV 1.13 Book Value (Rs.) 255.92
52 Week High/Low (Rs.) 456/227 FV/ML 10/1 P/E(X) 0.00
Bookclosure 10/02/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2024-03 

Due to the short nature of credit period given to customers, there is no financing component in the contract.

The Company applies the expected credit loss (ECL) model for measurement and recognition of impairment losses on trade receivables. The Company follows the simplified approach for recognition of impairment allowance on trade receivables. The application of the simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment allowance based on lifetime ECLs at each reporting date. ECL impairment loss allowance (or reversal) recognised during the period is recognised in the Statement of Profit and Loss. This amount is reflected under the head 'other expenses’ in the Statement of Profit and Loss.

Rights, preferences and restrictions attached to equity shares Ordinary Equity Shares

The Company has only one class of Shares referred to as Equity Shares having par value of ' 10. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. 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 of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Optionally Convertible Preference Shares (OCPS)

Convertible at the option of the holder within 18 months from the date of receipt of trading approval from BSE Limited. Equity Shares issued and allotted, pursuant to Conversion will be listed on the Stock Exchange.

The Equity shares issued and allotted, upon conversion shall rank pari passu in all respects including dividend with the existing Equity shares of the Company.

Pursuant to the scheme of arrangement with Amarjyot Chemical Limited, OCPS were supposed to be converted into equity shares or Redeemable Preference Shares (RPS) before February 2022. After obtaining consent from OCPS shareholders for conversion into equity shares, the Company filed a Settlement Application with SEBI on December 19, 2022. Following SEBI’s settlement order dated September 18, 2023, received by the Company on September 20, 2023, 4,05,561 OCPS were converted into equity shares on December 6, 2023. The Company has received both listing and trading approval of these equity shares from BSE and NSE. These converted equity shares are eligible to receive bonus equity shares in a 1:1 ratio, as previously declared.

Nature and Purpose of Reserves Capital Reserve

During amalgamation/merger/acquisition, the excess of net assets taken, over the consideration paid, if any, is treated as capital reserve.

Capital Redemption Reserve

Transferred to Capital Redemption Reserve on redemption of Redeemable Preference Shares during the year.

General Reserve

General reserve represents amount appropriated out of retained earnings pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Retained Earning

Retained earning are the profits that the Company has earned till date, less any transfers to general reserve, any transfers from or to other comprehensive income, dividends or other distributions paid to shareholders.

Equity instruments through Other Comprehensive Income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVTOCI equity instruments reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are de-recognised.

Employee Stock Option Plan

The share options outstanding account is used to record the fair value of equity-settled, share-based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium, upon exercise of stock options, and transferred to general reserve on account of stock options not exercised by employees.

1 As at March 31,2024, ' 21,519.58 lakhs (March 31,2023: ' 21,876.58 lakhs) of the total outstanding borrowings were secured by a charge on property, plant and equipment, inventories, receivables and other current assets.

2 The security details of major borrowings as at March 31,2024 is as below:

(i) Foreign currency term loans as on 31 March 2024, amounting to ' 4500.01 lakhs were secured by a charge on immovable & movable properties including movable machinery, spares, tools & accessories, ranking pari passu inter-se. The term loans were drawn in different tranches over the period and were originally payable across 16 equal quarterly instalments starting from May 2020 till February 2025 as mentioned in the table below:

(ii) Rupee term loans as on March 31,2023, amounting to ' 6,504.91 lakhs were secured by a charge on immovable & movable properties including movable machinery, spares, tools & accessories, ranking pari passu inter-se. The term loan was originally payable across 16 equal quarterly instalments starting from January 2022 till September 2026 as mentioned in the table below:

(iii) Working capital facilities from banks as at March 31, 2024 amounting to ' 10608.58 lakhs (March 31, 2023 of ' 11640.40 lakhs) were secured by a first pari passu charge on the stock of raw materials, finished goods, stock in process, consumable stores and book debts of the Company. These credit facilities carry average interest rates in the range of 7.62% to 9.75% (March 31,2023: 5.60% to 9.25%).

3 The Company do not have any charges or satisfaction which are yet to be registered with ROC beyond the statutory period.

4 There are no material differences between the quarterly statements of stock filed by the company with banks and the books of accounts.

5 The Company has not been declared as a 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.

7 All the floating rate borrowings are bank borrowings bearing interest rates based on Marginal Cost of Lending Rate (MCLR), Repo rate, T-Bill and LIBOR. Of the total floating rate borrowings as at March 31,2024, ' 4500.01 lakhs (March 31,2023: ' 3,731.28 lakhs) has been hedged using interest rate swaps with contracts covering period of more than one year.

8 f the total floating rate borrowings as at March 31,2024, ' 6141.26 lakhs (March 31,2023: ' 2,683.01lakhs) has been hedged using currency swaps with contracts covering period of more than one year.

(i) The Company has lease contracts for its office premises and godowns with lease term between 1 year to 3 years. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. The Company also has certain leases of office premises and godowns with lease terms of 12 months or less. The Company applies the 'short-term lease' recognition exemptions for these leases.

(i) The maturity analysis of lease liabilities are disclosed in Note 38C (ii) 'Liquidity Risk Management'.

(ii) The effective interest rate for lease liabilities is 9%, with maturity between 2022-2024.

(iii) Expense relating to short-term leases are disclosed under the head Miscellaneous Expenses in other expenses (Refer Note 32).

(a) Disaggregate revenue information

Refer Note 35 for disaggregated revenue information. The management determines that the segment information reported is sufficient to meet the disclosure objective with respect to disaggregation of revenue under Ind AS 115 "Revenue from contracts with customers".

(b) In case of Domestic Sales, payment terms range from 60 days to 100 days based on geography and customers. In case of Export Sales these are either against documents at sight, documents against acceptance or letters of credit - 60 days to 90 days. There is no significant financing component in any transaction with the customers.

(c) The Company does not provide performance warranty for products, therefore there is no liability towards performance warranty.

(d) The Company does not have any remaining performance obligation as contracts entered for sale of goods are for a shorter duration

A. Post-employment benefits

(i) Provident Fund (defined contribution plan)

The company has certain defined contribution plans. Contributions are made to provident fund for employees at the rate of 12% of basic salary as per regulations. 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 period towards defined contribution plan are ' 174.36 lakhs (PY ' 155.42 lakhs).

(ii) Retirement Gratuity (defined benefit plans)

The company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees’ last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of years of service. The gratuity plan is a funded plan and the company makes contributions to recognised funds in India. The company maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

Aforesaid post-employment benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, salary risk and longevity risk.

(i) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields. If the return on plan asset is below this rate, it will create a plan deficit.

(ii) Interest risk: A decrease in the bond interest rate will increase the plan liability. However, this will be partially offset by an increase in the value of plan’s debt investments.

(iii) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan’s liability.

(iv) Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

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.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

v) The Company is expected to contribute ' 126.10 lakhs to defined benefit plan obligations funds for the year ended March 31, 2O24.

Expected return on assets is determined by multiplying the opening fair value of the plan assets by the expected rate of return determined at the start of the annual reporting period, taking account of expected contributions & expected settlements during the reporting period.

The Weighted Average Duration of the Plan works out to 9 years.

Asset Liability matching strategy:

The money contributed by the Company to the Gratuity fund to finance the liabilities of the plan has to be invested. The trustees of the plan have outsourced the investment management of the fund to an insurance Company. The insurance Company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset liability matching strategy. There is no compulsion on the part of the Company to fully prefund the liability of the Plan.

B. Other long-term employee benefitsAnnual Leave and Sick Leave

The liability towards compensated absences (annual leave and sick leave) for the year ended March 31, 2024 based on actuarial valuation carried out by using Projected Accrued Benefit Method resulted in increase in liability by ' 3.47 lakhs. (FY 2022-23: increased by ' 54.97 lakhs).

(a) Finance costs incurred on various projects being qualifying assets is capitalised in accordance with Ind AS 23.

(b) On adoption of Ind AS 116 Leases, the Company has recognised Right-of-use assets and created lease obligation representing present value of future minimum lease payments. Unwinding of such obligation is recognised as interest expense.

(a) Basic EPS is calculated by dividing profit for the year attributable to equity shareholders of the Company by the weighted average number of Equity shares outstanding during the year.

(b) Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

35 Stock option schemes i) Terms:

The grant of options to the employees under the stock option schemes is on the basis of their performance and other eligibility criteria. The options are vested over a period of 1 years, subject to the discretion of the management and fulfillment of certain conditions.

Options can be exercised anytime within a period of 2.5 years from the date of vesting and would be settled by way of issue of equity shares.

Expense on Employee Stock Option Schemes debited to the Statement of Profit and Loss during 2022-23 is ' 66.06 Lakh (previous year: Nil), pursuant to the employee stock option schemes . The entire amount pertains to equity-settled employee share-based payment plans.

The fair value of the options granted during the year has been calculated as per the Black-Scholes Option Pricing Model using the following significant assumptions and inputs: 4,05,561 OCPS have been converted into Equity shares on December 06,2023 pursuant to SEBI settlement order dated September 18, 2023 recejved by the Company on September 20,2023. The Company has received In-principle approval for listing of said Equity shares from NSE on December 22,2023. Diluted El’S figures have been calculated after considering converted OCPS s hares into equity shares being eligible to receive Bonus equity shares in the ratio of 1:1

36 Contingent Liabilities and Commitments (To the extent not provided for)

(a) Contingent Liabilities

(' in lakhs)

March 31, 2024

March 31, 2023

Claims against the Company not acknowledged as debts

GST matters

111.98

111.98

Income tax matters

2,875.37

2,875.37

Labour laws related matters (ESIC)

Stamp Duty

199.87

199.87

Bank Guarantees issued against the notices received from Statutory Authorities.

25.13

9.02

Total

3,212.35

3,196.25

Commitments

(' in lakhs)

March 31, 2024

March 31, 2023

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

524.15

1,558.34

Total

524.15

1,558.34

37 Segment Information

The operating segments have been reported in a manner consistent with the internal reporting provided to the Board of Directors, who are the Chief Operating Decision Makers. The board responsible for allocating resources and assessing the performance of operating segments. Accordingly, the reportable segment is only one segment i.e. Chemicals.

(a) Revenue from Type of Product and Services

There is only one operating segment of the Company which is based on nature of product. Hence the revenue from external customers shown under geographical information is representative of revenue based on product and services.

(c) Information about major customers

Ind As 108 Segment Reporting Requires Disclosure of its major customers if revenue from transactions with single external customer amounts to 10 per cent or more of company’s total revenue. Company’s total Revenue of ' 67719.21 Lakhs (FY 2022-23: ' 91,161.80 Lakhs) include sales of ' 10712.09 Lakhs (FY 2022-23: ' 34582.66 Lakhs) to two large customers with whom the company is having long standing Relationship.

Fair value hierarchy

Level 1: Hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The mutual funds are valued using the closing NAV.

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, listed redeemable preference shares for which sufficient observable market data was not available during the year, etc. included in level 3

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 the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level followed is given in the table above.

40 Financial risk management objectives and policies

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s Risk Management framework. The Board has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s Risk Management policies. The Committee reports regularly to the Board of Directors on its activities.

The Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, trade receivables and other receivables and financial liabilities comprise mainly of borrowings, trade payables and other payables.

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses derivative financial instruments, such as cross currency swaps and interest rate swaps to hedge foreign currency risk and interest rate risk exposure . Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

A. Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk include borrowings, investments, trade payables, trade receivables and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate due to changes in market interest rates. Company’s interest rate risk arises from borrowings.

The following table demonstrates the sensitivity on the Company’s profit before tax, to a reasonably possible change in interest rates of variable rate borrowings on that portion of loans and borrowings affected, with all other variables held constant:

(ii) Foreign 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 transacts in several currencies and consequently the Company is exposed to foreign exchange risk through its sales outside India, and purchases from overseas suppliers in various foreign currencies. The company also has borrowings in foregin currency. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company’s operations are affected as the rupee appreciates / depreciates against these currencies. Foreign currency exchange rate exposure is partly balanced by purchase of raw materials and services in the respective currencies.

(iii) Equity Price Risk

The Company’s investments in listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s Board of Directors reviews and approves all equity investment decisions.

B. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities, primarily for trade receivables and deposits with banks and other financial assets. The Company ensures that sales of products are made to customers with appropriate creditworthiness. Outstanding customer receivables are regularly monitored by the management. An impairment analysis is performed at each reporting date on an individual basis for major customers. Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks.

Refer footnotes (c) and (d) below note no. 12 for ageing of trade receivables and movement in credit loss allowance.

C. Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its financial obligations without incurring unacceptable losses. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital lines from various banks. Furthermore, the Company have access to undrawn lines of committed borrowing/facilities. The Company invests its surplus funds in bank fixed deposits and in mutual funds, which carry no or low market risk. The company consistently generates sufficient cash flows from operations or from cash and cash equivalents to meet its financial obligations including lease liabilities as and when they fall due.

D. Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value, safeguard business continuity and support the growth of the Company. The Company manages its capital structure and makes suitable adjustments in light of changes in economic conditions.

41 Additional regulatory information required by schedule III to the Companies Act, 2013

(a) The Company does not have any benami property held in its name. 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.

(b) The Company does not have any transactions or relationships with any companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.

(c) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

(d) Utilisation of borrowed funds and share premium:

(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:

- 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 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:

- 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.

(e) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.

(f) The Company has not traded or invested in crypto currency or virtual currency during the year.


 
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