1. The land & building being leasehold land, was transferred to the company vide order of Hon'ble High Court of Calcutta dated 15/05/79, passed u/s 391(2), 392, 393 and 394 of the Companies Act 1956, w.e.f. 01/07/1977 amalgamating M/s J.K. Steel Industries Ltd. with the company. The original title deeds are held in the name of transferror company and by virtue of order of Hon'ble High Court, the lease hold rights now vest with the company.
2. The floors are part of Eight Floor (Ground 7 floors Basement) building at GK-II, Masjid Moth, New Delhi. The land was allotted on perpetual lease to M/s Vipps India Delhi, a partnership firm having its registered office at 16, Ring Road, Lajpat Nagar, New Delhi by Delhi Development Authority vide lease deed dated 06th Feb 1981. The company entered into registered agreement for sale dated 5th Sep 1985 with M/s VIPPS India for constructing the aforesaid multistorey commercial building and to sell the same to erstwhile M/s J.K. Synthetics Ltd. The entire consideration or purchase price in terms of agreeement dated 5th Sep 1985 including additional purchase price agreed to be paid pursuant to agreement dated 7th Dec 1988 was paid by the company to M/s VIPPS INDIA who handed over and delivered possession of the building to the company. In view of above the company is seized of and otherwise sufficiently entitled to the said building having acquired from VIPPS INDIA perpetual rentable and transferable ownership rights thereof.
3. As per the agreement (duly stamped and registered by collector of stamps Mumbai) dated 19th July 1968, Flat No.42, Sarnath, Mumbai, was acquired by the company in a multistoryed building, As per the aforesaid agreement the conveyance deed was to be executed in favor of the co-operative housing society to be formed subsequently for which purpose the company paid ? 1/- towards membership fee, ? 250/- towards share money and ? 250/- towards legal cost. Pursuant to aforesaid New Sarnath Co-operative Housing Society Limited was duly registered under the Maharashtra Co-operative Societies Act, 1969 under no.BOM/WD/HSG/8115 dated.29/09/2000 and the company was allotted 5 shares of ? 50/- each to which is annexed the right of ownership of the said premises.
Rights, Preferences and restrictions attached to Equity Shares:
The Company has single class of equity shares. Accordingly, all equity shares rank equally with regard to dividend and share in the Company's residual assets. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share in the paid- up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
* Change in shareholding is due to inter se transfer of 3,79,966 equity shares from J.K Traders Limited to Shri Abhishek Singhania, on 27th Mar 2024. Besides 49,05,940 equity shares have been issued pursuant to conversion of warrants during the year on 26th June 2023.
** Change in shareholding is due to inter se transfer of 3,79,966 equity shares from J.K Traders Limited to Shri Abhishek Singhania, on 27th Mar 2024.
*** New Shareholding is due to conversion of 10,83,390 warrants issued to Pioneer Projects Limited during the year on 26th June 2023.
Note The Company, through Preferential allotment, has allotted 59,89,330 fully convertible warrants at an issue price of T 65/- per warrant for an aggregate amount of T 38.93 crores to be convertible at an option of warrant holder(s) in one or more tranches within 18 (eighteen) months from its allotment date into equivalent number of fully paid-up equity shares of face value of T 1/- on preferential basis to the persons belonging to promoter group of which remaining 75% of allotment money is received in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements, 2018 as amended)
Notes to Other Equity
(i) Retained earnings is the cumulative profits of the Company and effect of re-measurement defined obligations. This reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Share Premium Account represents the amount received in excess of face value of shares issued.
(iii) Other Comprehensive Income (OCI) represents the Fair Value Change of specified items which would be re-classified to profit or loss account in future years.
Note A : Secured against hypothecation of machinery, furniture, tools and equipments and all other allied electrification of erstwhile partnership firm. Rest are primarily covid loans, unsecured in nature.
Note B : ' 297.62 Lakhs is an overdraft facility against fixed deposits pledged worth ' 330 Lakhs (Previous Year NIL), availed from
State Bank of India at 10% margin.
36 a. Balances in Trade Payables and Financial Assets taken as per books are subject to confirmation/reconciliation and consequential adjustments.
b.
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Contingent Liabilities
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As at
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As at
|
|
|
|
31st March 2024
|
31st March 2023
|
(i)
|
In respect of claims against the Company not acknowledged as debts :
|
|
|
|
(ii)
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In respect of following Corporate Guarantees given to State Bank of India for finance provided to subsidiary company
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Amount unascertainable
|
|
|
Neumesh Labs Private Limited
|
1,723.20
|
1,711.50
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(iii)
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The Company has filed an appeal to Commisioner of Customs (Appeals) against the disputed customs demand raised by the customs department. The matter was remanded back vide an order of the Commissioner (Appeals) to the Deputy Commissioner for de novo adjudication. The last hearing was conducted on 19.01.2024, wherein the Company filed written submissions and now awaits the final order Net of Rs. 71.95 Lakhs paid
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887.44
|
887.44
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(iii)
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Capital Commitments
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NIL
|
|
NIL
|
(iii)
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Other Commitments
|
NIL
|
|
NIL
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37 The Financial statements were approved for issue by the Board of Directors on 10th May, 2024.
38 Previous year's figures have been restated/recasted/regrouped wherever necessary to confirm to the classification of the year.
39 The business of the associate M/s Nebula 3D Services Private Limited has substantial accumulated losses carried forward from previous years and has incurred losses during current financial year resulting in erosion of Net worth as at 31st March 2024. However, the management is having a positive future outlook of the Associate's business as a going concern. Therefore the management opines that there is no need to impair the value of Investment in Associate.
40 Other Matters
A. The company did not enter any transaction with companies struck off under section 24B of the Companies Act, 2013 or section 560 of Companies Act, 1956. There are no outstanding balances (payable to/receivable from) with struck off companies.
B. There are no charges or satisfaction yet to be registered with ROC beyond the statutory period as no loans/guarantees have been taken by the company.
C. The company has complied with number of layers of companies.
D. The company has not entered in any Scheme of Arrangements and no Scheme of Arrangements has been approved by the Competent Authority in terms of section 230 to 237 of the Companies Act 2013.
E. The company did not held any Benami Properties and no proceedings 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.
F. The company is not declared willful defaulter by any bank or financial institution or any other lender.
G. The company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
H. Sec. 135 of the Companies Act 2013 with respect to CSR applicability, does not apply to the company.
I. There are no unrecorded transactions in the books of accounts, which have been surrendered/disclosed as income during the year in the tax assessments under the Income Tax Act 1961.
J. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources 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, 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.
K. 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, 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.
41 Employee Benefits
The Company Contributes to the following post-employment defined benefit plans in India:
Disclosures in terms of Ind AS-19 are as under:-
i). Defined Contribution Plans
The Company makes Contribution towards Provident Fund and Superannuation Fund to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to the fund benefits. The defined contribution plan recognised as expenses are as under:
ii). Defined Benefit Plans
The Employees Gratuity Fund Scheme managed by a Trust is a defined benefit Plan.
The present value of obligation is determined based on actuarial valuation using the projected unit credit method. The obligation for leave encashment is recognised in the same manner as gratuity.
42 Disclosure under Section 45-IA of the RBI Act:
The financial assets of the company comprises 74% appx. of total assets of the company as at 31st March 2024. This is primarily is on account of Fair Valuation of Investments at the reporting date, in compliance with Ind AS-113 on Fair Value Measurement.
Therefore, in view of temporary increase in value of financial assets to comply with Ind AS 113, the management is of the opinion that there is no need to register the company under Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).
44 Segment Reporting
The Executive Management Committee being the Board of Directors of the Company, examines the company's performance based on its products/services, and has identified two reportable segments of its business:
a) Defence and Aerospace
b) Digital Manufacturing and Advance Systems
Note A Current Ratio has decreased significantly due to merger of current liabilities of erstwhile partnership firm.
Note B Debt Equity Ratio has arisen due to borrowings in erstwhile partnershp firm, being merged now.
Note C Debt Service Coverage Ratio has arisen due to borrowings in erstwhile partnershp firm, being merged now.
Note D Return on Equity Ratio has increased due to increase in profit.
Note E Inventory Turnover Ratio has arisen due to manufacturing inventories in erstwhile partnership firm, being merged now. Note F Trade Receivable Turnover Ratio has arisen due to increase in Trade Receivables during the year.
Note G Trade Payable Turnover Ratio has arisen due to increase in Trade Payables made during the year.
Note H Net Capital Turnover Ratio has increased due to increase in Operating revenues from previous year.
Note I Net Profit Ratio has decreased due to decrease in margin of profit on sale of services during the year.
Note J Return on Investment is higher in current year due to increase in profit on sale of quoted investments.
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