(j) . Provisions and contingent liabilities
The company estimates the provisions that have present obligation as a result of past events and it is probable
that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of
each reporting period and are adjusted to reflect the current best estimates. The company uses significant
judgements to assess contingent liabilities.
The Company recognizes a provision when there is a present legal or constructive obligation as a result of a past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated.
Long term provisions are measured at the present value of management's best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current market assessments of the time value of money and the
risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest
expense.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation
that the likelihood of outflow of resources is remote, no provision or disclosure is made.
(k) . Use of estimates
The preparation of standalone financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, the disclosures of contingent assets and contingent liabilities at the date of financial
statements, and the income and expenses during the reporting period. The application of accounting policies that
require critical accounting estimates involving complex and subjective judgements and use of assumptions in
these standalone financial statements have been disclosed appropriately. Accounting estimates could change
from period to period. Actual results may differ from these estimates. Appropriate changes in estimates are
made as the management becomes aware of changes in circumstances surrounding the estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in
the period in which the estimates are revised and in future periods which are affected.
(l) . Cash and cash equivalents
For presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value. Bank overdrafts and cash credits are shown within borrowings in current liabilities in the
balance sheet.
(m) Statement of Cash Flow
Cash flows are reported using the indirect method, whereby profit / (loss) after extraordinary items and tax is
adjusted for the effects of transactions of noncash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.
(n) Government Grants
The Company recognizes government grants only when there is reasonable assurance that the conditions
attached to them will be complied with, and the grants will be received. In case of grants that compensate the
Company for expenses incurred, are recognized in Statement of Profit and Loss on a systematic basis in the
periods in which the expenses are recognized. In case grant relates to an capital asset, the amount of grant is set
off against the value of the property , Plant and Equipment against which grant has been given.
(o) Employee benefits
The cost of the defined plans, compensated absences and the present value of the defined benefit obligation are
based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making
various assumptions that may differ from actual developments in the future. These include the determination of
the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation
and its long term nature, a defined benefit obligation is highly sensitive to changes on those assumptions. All
assumptions are reviewed at each reporting date.
Defined contribution plans (Provident Fund)
In accordance with Indian Law, eligible employees receive benefits from Provident Fund, which is defined
contribution plan. Both the employee and employer make monthly contributions to the plan, which is
administrated by the Government authorities, each equal to the specific percentage of employee's basic salary.
The Company has no further obligation under the plan beyond its monthly contributions. Obligation for
contributions to the plan is recognized as an employee benefit expense in the Statement of Profit and Loss when
incurred.
Defined benefit plans (Gratuity)
In accordance with applicable Indian Law, the Company provides for gratuity, a defined benefit retirement plan
(the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested
employees, at retirement or termination of employment, and amount based on respective last drawn salary and
the years of employment with the Company. The Company's net obligation in respect of the Gratuity Plan is
calculated by estimating the amount of future benefits that the employees have earned in return of their service
in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognized past
service cost and the fair value of plan assets are deducted. The discount rate is the yield at reporting date on risk
free government bonds that have maturity dates approximating the terms of the Company's obligation. The
calculation is performed annually by a qualified actuary using the projected unit credit method. When the
calculation results in a benefit to the Company, the recognized asset is limited to the total of any unrecognized
past service cost and the present value of the economic benefits available in the form of any future refunds from
the plan or reduction in future contribution to the plan. The Company recognizes all re-measurements of net
defined benefit liability/asset directly in other comprehensive income.
Compensated absences
The employees of the Company are entitled to compensated absences. The employees can carry forward a
portion of the unutilized accrued absence and utilize it in future periods or receive cash compensation at
retirement or termination of employment for the unutilized accrued compensated absence. The Company
recognizes an obligation for compensated absences in the period in which the employee renders the services.
The Company provides for the expected cost of compensated absence in the statement of profit and loss as the
additional amount that the company expects to pay as a result of the unused entitlement that has accumulated
based on actuarial valuations carried out by an independent actuary at the balance sheet date.
(p) Leases
Ind AS 116 requires lessees to determine the lease term as non-cancellable period of a lease adjusted with any
option to extend or terminate the lease, if the use of such option is reasonably certain. The company makes an
assessment on the expected lease term on a lease-by-lease basis and thereby assess whether its reasonably
certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the
company considers factors such as any significant leasehold improvements undertaken over the lease term, costs
relating to the termination of the lease and the importance of the underlying asset to the company's operations
taking into account the location of the asset and the availability of alternatives. The lease term in future periods
is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current
and future economic conditions, the company has concluded that no changes are required to lease periods
relating to existing lease contracts.
A lease that transfers substantially all the risks and rewards incidental to ownership to the lessee is classified as
a finance lease. All other leases are classified as operating leases.
Company as a lessee
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased
property or, if lower, at the present value of the minimum lease payments. The corresponding liability to the
lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognised in profit or loss as finance costs, unless they are directly
attributable to qualifying assets, in which case they are capitalised in accordance with the Company's general
policy on the borrowing costs. Contingent rentals are recognised as expenses in the periods in which they are
incurred.
Operating lease payments are generally recognised as an expense in the profit or loss on a straight-line basis over
the lease term. Where the rentals are structured solely to increase in line with expected general inflation to
compensate for the lessor's expected inflationary cost increases, such increases are recognised in the year in
which such benefits accrue.
Ind AS 116 Leases:
In March 2019, the Ministry of Corporate Affairs, issued the Companies (Indian Accounting Standards)
Amendment Rules 2018, notifying Ind AS 116 "Leases" which replaces Ind AS 17 "Leases". The new standard shall
require lessees to recognize the Leases on their Balance Sheet with limited exemptions related to low value asset
and assets with a lease term of less than 12 months.
Lessees will use a single accounting model for all leases. Accordingly, the lessee is required to recognize "Right of
Use" asset representing its right to use the underlying asset and a "Lease Liability" representing its obligations to
make lease payments.
( q) Impairment of assets
Investments in subsidiaries, goodwill and intangible assets are tested for impairment at least annually and when
events occur or changes in circumstances indicate that the recoverable amount of the asset or cash generating
units to which they pertain is less than its carrying value. The recoverable value of cash generating units is higher
of value-in-use and fair value less cost to dispose. The calculation of value in use of a cash generating unit involves
use of significant estimates and assumptions which includes turnover and earnings multiples, growth rates and
net margins used to calculate projected cash flows, risk adjusted discount rate, future economic and market
conditions.
(r ) Impairment of non-financial assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If
any indication exists, or when annual impairment testing for an asset is required, the Company estimates the
asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's
(CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual
asset unless the asset does not generate cash inflows that are largely independent of those from other assets or
Company's assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
( s) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial asset
Initial recognition and measurement
All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair
value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Purchase or sale of financial assets that require delivery of assets within a time frame established by regulation
or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the
Company commits to purchase or sell the assets.
Investment in subsidiaries are carried at cost less impairment losses, if any. Where an indication of impairment
exists, the carrying amount of the investment is assessed and written down immediately to its recoverable
amount.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories;
at amortised cost through profit or loss
at amortised cost through other comprehensive income
at fair value through other comprehensive income
at fair value through profit or loss
Financial assets at amortized cost
A financial asset is measured at the amortised cost if both the following conditions are met:
The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
This category is the most relevant to the Company. All the Loans and other receivables under financial assets
(except investments) are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. Trade receivables do not carry any interest and are stated at their nominal value as reduced
by impairment amount.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income
in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit
and loss. This category generally applies to trade and other receivables.
Financial assets at fair value through the statement of profit and loss/other comprehensive income
Instruments included within the FVTPL category are measured at fair value with all changes recognized in the
statement of profit and loss.
If the Company decides to classify an instrument as at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the statement of OCI. There is no recycling of the amounts from OCI to
Statement of Profit & Loss, even on sale of investment. However, the Company may transfer the cumulative gain
or loss within equity.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets)
is primarily derecognised (i.e. removed from the Company's balance sheet) when:
The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material lay to a third party under a 'pass-through' arrangement; and either
(a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control
of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass¬
through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When
it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred
control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's
continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset
and the associated liability are measured on a basis that reflects the rights and obligations that the Company has
retained.
Impairment of financials assets
The Management has evaluated the impairment provision requirement under IND AS 109 and has listed below
major facts for trade and other receivables impairment provisioning:
The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial
assets which are credit impaired on purchase/ origination.
Expected Credit Loss (ECL) impairment loss allowance (or reversal) recognized during the period is recognized as
income/ expense in the statement of profit and loss. This amount is reflected under the head 'other expenses' in
the Statement of Profit & Loss. The balance sheet presentation for various financial instruments is described
below:
Financial assets measured as at amortized cost and other contractual revenue receivables- ECL is presented as an
allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance
reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce
impairment allowance from the gross carrying amount.
Financial assets measured at FVTOCI- Since financial assets are already reflected at fair value, impairment
allowance is not further reduced from its value. Rather, ECL amount is presented as 'accumulated impairment
amount' in the OCI.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through the statement
of profit or loss, loans and borrowings, trade payables and other payables.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, loans and borrowings including other
payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
This category generally applies to interest-bearing loans and borrowings.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or it expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
de-recognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is
a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
(t) Government Grants
Government grants are initially recognized at fair value if there is reasonable assurance that they will be received
and the Company will comply with the conditions associated with the grant;
(u) Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025,
MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new
pronouncements and based on its evaluation has determined that it does not have any significant impact in its
financial statements.
A. Secured by hypothecation of all movable assets, both present and future of the Company including Plant and Machinery,
Stores, Spares, Inventories, Receivables and other current assets thereof and cashflow arising from business or otherwise.
Further secured by personal guarantee of Directors, Promoters and Corporate guarantee of Promoters group entities and
first charge on al movable & immovable assets/properties presents & future of the group entities. Further pledge of India
Promoters shareholding in the Company and group entities.
B. Historically, the Company was under revival / rehabilitation under the provisions of the SICA 1985 and it's reference was
pending before Hon'ble BIFR. In spite of the requisite financial support from certain members of the promoters and promoter
group of the Company, the Company was in pressing need of financial support for its working capital requirements and in
order to ensure its continuity and survival. However, due to sick status, it was not able to raise funds from banks / FIs on its
own. In view thereof, the Company through its directors had requested the directors of the Company and other family
members and group companies / entities including specifically Natroyal Industries Private Limited ("NIPL"), which are part of
same family business group ("Promoter Group Persons”), to extend requisite support in securing financial support from banks
/ FIs. In view thereof, the Promoters Group Persons, by giving personal/family properties as collateral security, arranged
Loans from banks / FIs on behalf of and for the sole benefit of the Company and such loan funds were initially disbursed to
NIPL, as NIPL was a key party to such loan arrangement. As part of agreed arrangement between the Promoter Group Persons
and the Company, such loan funds were transferred by NIPL to the Company and accordingly, the said loan / borrowed funds
are shown in the name of NIPL and since then, the Company has been discharging all obligations in relation to said loan funds
including payment of EMIs, principal repayment, interest and all other charges to the said banks / FIs. As part of agreed
arrangement, the Company and Promoter Group Persons are primarily responsible for ensuring fulfilment of all obligations
in relation to such loan funds including in case of default in repayment by the Company. Therefore, the Company remains
primarily responsible for ensuring discharge of all obligations in relation to such loan funds availed from banks / FIs and
standing in the name of NIPL.
This section explains the judgments 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, it has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
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: Such inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset and liability,
either directly or indirectly.
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 included in level 3.
The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fair
value. The cost of unquoted investments approximates the fair value because there is wide range of possible fair value
measurements and the costs represents estimate of fair value within that range.
The Management considers that the carrying amount of financials assets and financial liabilities carried at amortised cost
approximates their fair values.
Note 32 - Financial Risk Management
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The
Company's risk management assessment and policies and processes are established to identify and analyze the risks faced
by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk
assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the
Company's activities.
A) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer fails to meet its contractual obligations.
a) Cash and Cash Equivalents
Credit risk from balances with banks and financial institutions is managed by the Company's finance department in
accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within
credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Board. The limits are set to
minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make
payments.
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 due, under both normal and
stressed condition, without incurring unacceptable losses or risking damage to the Company's reputation. The Company's
objective is to maintain a balance between continuity of funding and flexibility through the use of surplus funds, bank
overdrafts, bank loans, debentures and inter-corporate loans.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of
market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable
to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short term and long¬
term debt. The Company is exposed to market risk primarily related to commodity prices and the market value of its
investments.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk
of changes in fair values of fixed interest bearing investments because of fluctuations in the interest 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. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt
obligations with floating interest rates.
Note 33:- Sundry Debtors & Creditors (Including foreign suppliers) are subject to confirmation.
Note 36 - Segment Reporting
The company is engaged in manufacture of PVC products (PVC Flooring, Leather Cloth). There are no reportable segments in
accordance with the requirements of Indian Accounting Standard 108-'Operating Segment Reporting', notified under the
Companies (Indian Accounting Standards) Rules, 2015.
Note 37: Exceptional Items
Exceptional items in year ended 31.03.2024 represents :
37.1 Written back of outstanding dues of Rs. 22860.44 lacs : Finquest Financial Solutions Private Limited ("FFSPL") , FFSPL
had taken over the loans from SICOM & Saraswat Co-op bank. Pursuant to time to time deliberations and negotiations with
FFSPL, the Company has finally negotiated with FFSPL to make a full and final payment of Rs. 860.00 lacs ("Settlement
Amount") towards settlement of all outstanding dues and accordingly, completed the full payment of the entire Settlement
Amount during July 2023. Pursuant thereto, the Company has received the No Dues Certificate dated July 14, 2023 from
FFSPL confirming no outstanding dues in the loan accounts of the Company with FFSPL. Accordingly, the said loan accounts
stands settled in the books of the Company and outstanding balance amount lying in books, which is not payable has been
written back in the books. The required forms CHG-4 are filed with Registrar of Companies and current charges outstanding
against above is nil.
37.2 Written back of outstanding Provisions for Custom Duty including interest of Rs. 5683.95 lacs : Under the Duty Exemption
Scheme of Advance License (as well as similar other license scheme) pursuant to Import & Export Policy of Government of
India, duty free imports of raw materials were permitted, and they are required to be used in manufacturing of goods for
export and export of goods has to be effected within the time allowed in terms of such scheme. In the past (Prior to year
2000), the Company had availed benefit of such licenses from time to time and it had also fulfilled its export obligations as
per the conditions of such scheme in many of the licenses but in some cases such exports were not done . The said matter
relates back to the period of more than 25 years and as such, the management of the company, based on an expert opinion
, evaluated its specific obligations which may still subsists, if any. Based on the comprehensive evaluation and expert opinion,
the provision made in earlier years has been written back .
37.3 Unclaimed Liabilities/Balances written back Rs. 329.44 lacs : This represents balances of various parties ,which are no
longer payable, have been Written back.
b) During the year Natroyal Industries Private Limited (a group Company) has taken loan from a Financial Institution for which
the Company has given Corp orate Gurantee in favour of the lender. The loan outstanding as on 31.3.2025 is Rs. 325.87 lacs.
Note 40 - Capital Commitments
Capital expenditure contacted for ,at the end of the reporting period but not recognised as liabilities is Rs. 2.28 lakhs
(Previous is Rs.1.59 lakhs).
Note 41 - Earnings per Share
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the
weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the
profit attributable to equity holders of the parent (after adjusting for interest on the convertible preference shares) 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.
Note: This information has been determined to the extent such parties have been identified on ths basis of information
available with the Company. Further interest is not provided, as Company is incurring continues losses and it is not in
position to pay interest.
Note 46: The Company has suffered substantial losses in past and due to this, the entire net worth has been eroded.
Operations are Continued and the accounts of the Company have been prepared on the basis that, the Company is a going
concern. The Promoters are bringing funds required for working capital in order to have smooth operations. Further the
Promoters of the Company has given a Letter to provide continuous support to the Company , as and when required.
Note 47 A: The Board of the Directors of the Company in its Board Meeting held on 04th January, 2022, has considered
and approved draft Scheme of Arrangement ("Scheme") in the nature of merger / amalgamation of , Royal Spinwell and
Developers Private Limited, a group company with the Company (Royal Cushion Vinyl Products Limited ), , with effect from
the Appointed Date of October 1, 2021 under Sections 230 to 232 and other applicable provisions of the Companies Act,
2013. The Company received the NOC letter from BSE Ltd as required under Regulation 37 of SEBI, LODR and company had
filled the application in NCLT in Oct 2023. Pursuant to the order dated December 15, 2023 read with the addendum order
dated December 22, 2023 from Hon'ble National Company Law Tribunal, Mumbai Bench, Mumbai ("NCLT") , the Company
had called meeting of it's Shareholders and Unsecured Creditors on 12.02.2024 .The coming into effect of the Scheme is
subject to receipt of necessary statutory, regulatory and contractual approvals, permissions, consents, sanctions,
exemption as may be required under applicable laws, regulations or guidelines in relation to the Scheme. Pending the
coming into effect of the Scheme, these financial statements are prepared without giving effect to the provisions of the
Scheme and as such, these financial statements are subject to revision / modification upon coming into effect of the
Scheme.
Note 47 B: The Board of Directors of the Company at its meeting held on Tuesday, August 13, 2024, has considered and
approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act,
2013 ("Act") in the nature of merger / amalgamation of Natroyal Industries Private Limited ("NIPL" or "Transferor
Company”), a related party and an entity related to the promoter and promoter group of the Company, with Royal Cushion
Vinyl Products Limited ("RCVPL" or "Transferee Company") and their respective shareholders and creditors with effect from
the Appointed Date of April 01, 2024 ("Scheme"). The Board of Directors of the Company reconsidered the Scheme of
Arrangement based on observations received from BSE Ltd. . The application was submitted to the BSE Ltd on 28.03.2025
.The Scheme is subject to the necessary statutory and regulatory approvals of (i) the shareholders and creditors of RCVPL
and NIPL and other parties to the Scheme, as may be directed by the Hon'ble National Company Law Tribunal ("NCLT"), (ii)
the BSE Limited ("Stock Exchange" or "BSE") and (iii) any other contractual and regulatory approvals, permissions, consents,
sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme and as
set out in the Scheme.
Note 48: The Government of Gujarat has registered the Company as a viable sick unit and granted various relief and
concessions under the government resolution dated September 11, 2017. The company was granted incentive under earlier
incentive scheme viz " Special Incentive to Pioneer unit 1990-95" vide letters dt 08/11/1996 and 14/12/2000. The company
has unutilized incentive of Rs.4,173.36 Lakhs as per letter dated 28/02/2020 from state government. The company has
already till FY 2020-2021 recognized revenue of Rs1,210.39 Lakhs in the previous years of which amount of Rs.909.08 Lakhs
had already been received in past. Over the years due to various reasons and non- receipt of balance amount, the Company
had ceased to recognize any further income in its statement of profit and loss. However, in the year FY 2024-2025, there
have been various deliberations , meetings and correspondences that have been taken place with the relevant Government
officials and in view thereof there is a reasonable certainty that the company will receive pending amount for which claims
are already submitted to the state government. Therefore, Rs. 736.51 Lakhs pertaining to claims that have been submitted
,has been accounted and grouped under the head Other income in the quarter ending March 2025.
Note 53 - Other regulatory information:
a. The Company do not have any Benami property and no proceedings have been initiated or pending against the
Company for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988)
and the rules made thereunder.
b. The Company do not have any transactions with struck off companies under section 248 of the Companies Act,
2013 or section 560 of the Companies Act, 1956.
c. The Company does not have any charge which is yet to be registered / satisfied with ROC beyond the statutory
period.
d. 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 Group (Ultimate Beneficiaries)
or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
e. 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 Group 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.
f. The Company has not undertaken any transaction which is 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 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
g. The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.
h. The Company has not been declared as a 'Wilful Defaulter' by any bank or financial institution (as defined under
the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the Reserve Bank of India.
i. 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) Rules, 2017.
Note 54: The figures of previous year have been regrouped / reclassified wherever necessary to compare with the current
year's figures. Figures in brackets in the schedules and Notes pertain to previous year.
As per our report of even date For and on behalf of Board of Directors
For MANEK & ASSOCIATES MAHESH K.SHAH JAYESH A. MOTASHA
Chartered Accountants Chairman & Managing Director Director
Firm Reg. No. 126679W 00054351 00054236
MITTUL DALAL DEEPTI PAREKH OMPRAKASH INANI
(Partner) Company Secretary Chief Financial Officer
Membership No. 172676 ACS60978
Place : MUMBAI Place : MUMBAI
Date : 04th June, 2025 Date : 04th June, 2025
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