xvii. Provisions and contingent liabilities
Provisions
Provisions are recognized when there is a present
legal or constructive obligation as a result of a past
events, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and there is a reliable estimate of
the amount of the obligation.
If the effect of the time value of money is material,
provisions are determined by discounting the
expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value
of money and the risks specific to the liability.
Where discounting is used, the increase in the
provision due to the passage of time is recognized as
a finance cost.
Contingencies
Contingent liabilities are disclosed in the Notes to
the financial statements. Contingent liabilities are
disclosed for:
- when there is a possible obligation arising from past
events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within
the control of the Company, or
- a present obligation that arises from past events
where it is either not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the amount
cannot be made.
xviii. Earnings per Share
Basic earnings per share is calculated by dividing
the net profit after tax for the period attributable to
equity shareholders by the weighted average number
of equity shares outstanding during the period. The
weighted average numberof equityshares outstanding
during the period and for all periods presented is
adjusted for events, such as bonus shares, other than
the conversion of potential equity shares that have
changed the number of equity shares outstanding,
without a corresponding change in resources.
For the purpose of calculating diluted earnings per
share, the net profit for the period attributable to equity
shareholders and the weighted average number of
shares outstanding during the period is adjusted for
the effects of all dilutive potential equity shares.
xix. Employee benefits
Short term benefits
All employee benefits payable wholly within twelve
months of rendering the service are classified as short
term employee benefits. Benefits such as salaries,
wages, bonus, short term compensated absences
and the expected cost of ex-gratia is recognized in
the period in which the employee renders the related
service.
Post-employment benefit obligations
Defined contribution Plan: Provident fund and
pension scheme are Defined Contribution Plans in the
Company. The Company is a member of recognized
Provident Fund scheme established under The
Provident Fund & Miscellaneous Act, 1952 by the
Government of India. The amount of contribution is
being deposited each and every month well within the
time under the rules of EPF Scheme. The contribution
paid or payable under the scheme is recognized
during the period under which the employee renders
the related services.
Defined Benefit Plan: The Company provides for
gratuity, a defined benefit plan (the "Gratuity Plan")
covering eligible employees in accordance with the
Payment of Gratuity Act, 1972. The Gratuity Plan
provides a lump sum payment to vested employees
at retirement, death, incapacitation or termination of
employment, of an amount based on the respective
employee's salary and the tenure of employment.
The Company's liability is actuarially determined
(using the Projected Unit Credit method) at the end
of each year. The benefits are discounted using the
market yields at the end of the reporting period that
have terms approximating to the terms of the related
obligation. Remeasurement gains and losses arising
from experience adjustments and changes in actuarial
assumptions are recognised in the period in which
they occur directly in other comprehensive income.
xx. Share-based payment arrangements
The stock options granted to employees pursuant
to the Company's Stock Options Schemes, are
measured at the fair value of the options at the grant
date. The fair value of the options is treated as discount
and accounted as employee compensation cost over
the vesting period on a straight-line basis. The amount
recognised as expense in each year is arrived at
based on the number of grants expected to vest. If a
grant lapses after the vesting period, the cumulative
discount recognised as expense in respect of such
grant is transferred to the general reserve within
equity.
xxi. Cash flow statement
Cash flows are reported using the Indirect Method,
as set out in Ind-AS 7 'Statement of Cash Flow',
whereby profit for the year is adjusted for the effects
of transaction of non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
payments and item of income or expenses associated
with investing or financing cash flows. The cash flows
from operating, investing and financing activities of
the Company are segregated.
xxii. Exceptional Items
When items of income or expense are of such nature,
size and incidence that their disclosure is necessary
to explain the performance of the Company for the
year, the Company makes a disclosure of the nature
and amount of such items separately under the head
"exceptional items.”
Signatures to Notes 1 to 23
For and on behalf of the Board For Pradeep K. Singhi & Associates
Chartered Accountants
Firm No. 0126027W
Himanshu M. Zota Moxesh K. Zota Pradeep Kumar Singhi
(Whole Time Director) (Managing Director) (Partner)
(Din: 01097722) (Din: 07625219) M. No. 200/024612
Ashvin Variya Viral Mandviwala
(Company Secretary) (Chief Financial Officer)
Date: 29-05-2025 Sujit Paul
Place: Surat (Group Chief Executive Officer)
2. RECENT ACCOUNTING
PRONOUNCEMENTS
The Ministry of Corporate Affairs ("MCA") notifies new
standards or amendment 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 not notified any new
standards or amendments to the existing standards
applicable to the Company.
3. SIGNIFICANT JUDGEMENTS AND
ESTIMATES
The preparation of the Company's financial statements
in conformity with Ind AS requires management to
make judgements, estimates and assumptions that
affect the reported amount of assets, liabilities, revenue,
expenses, and the accompanying disclosures and
the disclosures of contingent liabilities. Uncertainty
about these assumptions and estimates could result
in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future
periods. The estimates and associates assumptions
are based on historical experience and various other
factors that are believed to be reasonable under the
circumstances existing when financial statements
were prepared. These estimates and underlying
assumptions are reviewed on an ongoing basis.
Revision to accounting estimates is recognised in the
year in which the estimates are revised and in any
future year affected.
The areas involving critical estimates and judgements
are:
- Useful lives of Property, plant and equipment and
intangibles [Refer Note No. 1.2 (xiv.)]
- Measurement of defined benefit obligations
[Refer Note No. 1.2 (xix.)]
- Provision for inventories [Refer Note No. 1.2 (xi.)]
- Measurement and likelihood of occurrence of
provisions and contingencies [Refer Note No. 1.2
(xvii.)]
- Impairment of trade receivables
- Deferred Taxes
D. Terms/rights attached to equity shares
The Company has one class of equity shares having par value of ' 10/- per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the
event of liquidation of the Company, the holders of the equity shares will be entitled to receive the 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.
E. Equity shares movement during 5 years preceding March 31,2025
Equity shares issued as bonus
The Company allotted 7016975 equity shares of ' 10/- each as fully paid up bonus shares by capitalisation of
profits transferred from Securities Premium amounting to ' 701.69 lakhs in the quarter ended September 30,
2019, pursuant to an ordinary resolution passed after taking the consent of shareholders through postal ballot.
Equity shares issued
During the year, the Company has made following
allotments on Preferential basis:
i) Following the receipt of an amount equivalent to
75% (being warrant exercise price) ' 227.25/of
the warrant issue price i.e. ' 303/- per warrant,
the Company has allotted 6, 79,500 equity shares
upon conversion of warrants on April 06, 2024
to 13 allottees and 7,500 equity shares upon
conversion of warrants on May 07, 2024 to 1
allottee. These fully convertible warrants were
allotted on July 18, 2023.
ii) 8,73,294 Equity Shares were allotted at the
issue price of ' 509/- per equity share (including
premium of ' 499/- per equity share) on August
14, 2024 to 57 allottees.
iii) Pursuant to the receipt of 25% (being warrant
subscription price) ' 127.25/of the warrant issue
price i.e. ' 509/- per fully convertible warrants,
the Company has allotted 26,44,836 Fully
Convertible Warrants on August 14, 2024 to 57
allottees.
iv) Following the receipt of an amount equivalent to
75% (being warrant exercise price) ' 381.75/- of
the warrant issue price i.e. ' 509/- per warrant,
the Company has allotted 4,74,912 equity shares
upon conversion of warrants in three tranches,
the details of the same are as below:
i. 1,63,425 on December 04, 2024 to 17
allottees.
ii. 2,23,080 on January 13, 2025 to 8 allottees.
iii. 88,407 on February 13, 2025 to 2 allottees.
v) 7,52,500 Equity Shares were allotted at the
issue price of ' 820/- per equity share (including
premium of ' 810/- per equity share) on February
20, 2025 to 4 allottees.
vi) Pursuant to the receipt of 25% (being warrant
subscription price) ' 205/- of the warrant issue
price i.e. ' 820/- per fully convertible warrants, the
Company has allotted 7,52,500 Fully Convertible
Warrants on February 20, 2025 to 4 allottees.
The Company has issued 6,87,000 equity shares
at the rate of ' 303 per equity shares which
includes premium of ' 293 per equity shares on
a Preferential basis to the non-promoter group
category on 18.07.2023 fter taking approval of
shareholders by passing a special resolution on
12.07.2023.
The Company has issued 6,00,000 equity shares
at the rate of ' 280 per equity shares which
includes premium of ' 270 per equity shares on
a Preferential basis to the non-promoter group
category on 16.09.2021 after taking approval of
shareholders by passing a special resolution on
07.09.2021.
F. No shares were bought back in last 5 years.
H. Employee Stock Option Scheme
• Options granted under the ZHL ESOP 2022 can be exercised anytime within a period of 7 years from the
date of grant.
• During the year ended March 31, 2025, under the ZHL ESOP 2022, the Company has granted 30,430
options to the eligible employee at the exercise price of ' 10/- each.
During the year, the Company has made following
allotments on Preferential basis:
I. Following the receipt of an amount equivalent to
75% (being warrant exercise price) ' 227.25/- of
the warrant issue price i.e. ' 303/- per warrant,
the Company has allotted 6, 79,500 equity shares
upon conversion of warrants on April 06, 2024
to 13 allottees and 7,500 equity shares upon
conversion of warrants on May 07, 2024 to 1
allottee. These fully convertible warrants were
allotted on July 18, 2023.
II. 8,73,294 Equity Shares were allotted at the
issue price of ' 509/- per equity share (including
premium of ' 499/- per equity share) on August
14, 2024 to 57 allottees.
III. Pursuant to the receipt of 25% (being warrant
subscription price) ' 127.25 of the warrant issue
price i.e. ' 509/- per fully convertible warrants,
the Company has allotted 26,44,836 Fully
Convertible Warrants on August 14, 2024 to 57
allottees.
IV. Following the receipt of an amount equivalent to
75% (being warrant exercise price) ' 381.75/- of
the warrant issue price i.e. ' 509/- per warrant,
the Company has allotted 4,74,912 equity shares
upon conversion of warrants in three tranches,
the details of the same are as below:
I. 1,63,425 on December 04, 2024 to 17
allottees
II. 2,23,080 on January 13, 2025 to 8 allottees
III. 88,407 on February 13, 2025 to 2 allottees
V. 7,52,500 Equity Shares were allotted at the
issue price of ' 820/- per equity share (including
premium of ' 810/- per equity share) on February
20, 2025 to 4 allottees.
VI. Pursuant to the receipt of 25% (being warrant
subscription price) ' 205/- of the warrant issue
price i.e. ' 820/- per fully convertible warrants, the
Company has allotted 7,52,500 Fully Convertible
Warrants on February 20, 2025 to 4 allottees.
Post to the above issued the Earning Per Share (EPS)
has been calculated as per IND AS 33.
On July 18, 2023 the Company has issued and
allotteed 6,87,000 equity shares on preferential basis
to the non-promoter group category, post to this
Earning Per Share (EPS) has been calculated as per
IND AS 33.
As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a
whole, the amount pertaining to the Key Management personnel and their relatives is not ascertainable and,
therefore, not included above.
The transactions with related parties are made on terms equivalent to those that prevail in arm's length
transactions. This assessment is undertaken each financial year through examining the financial position of the
related party and the market in which the related party operates. Outstanding balances at the year-end are
unsecured, interest free and settlement occurs in cash.
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.
vii) Risk exposure
Gratuity is a defined benefit plan and Company is exposed to the Following Risks:
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries
of members. As such, an increase in the salary of the members more than assumed level will increase the plan's
liability.
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the
liability requiring higher provision.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage
pay- out based on pay as you go basis from own funds.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only,
plan does not have any longevity risk.
15. The Company does not have any contingent
liabilities as on 31.03.2025 (Previous Year - Nil).
16. Operating Segment
Based on the "management approach" as defined
in Ind AS 108 - Operating Segments, the Chief
Operating Decision Maker (CODM) evaluates the
Company's performance and allocates resources
based on an analysis of various performance indicators
of business the segment/s in which the Company
operates. The Company is primarily engaged in
the business of manufacturing and marketing of
Pharmaceutical products which the Management
and CODM recognise as the sole business segment.
Hence, disclosure of segment-wise information is not
required and accordingly not provided.
17 . The Company is primarily engaged in the business
of manufacturing and marketing of Pharmaceutical
products. The Company has adopted Ind AS 115
‘Revenue from Contracts with Customers' effective
1 April 2018. The Company does not enter into
contracts with customers and hence, the disclosures
regarding Disaggregation of revenue and Performance
obligations under Ind AS 115 are not provided.
18 . The Code on Social Security, 2020 (‘Code') relating
to employee benefits during employment and post
employment benefits received Presidential assent in
September 2020. The Code has been published in the
Gazette of India. Certain sections of the Code came
into effect on May 03, 2023. However, the final rules/
interpretation have not yet been issued. Based on a
preliminary assessment, the entity believes the impact
of the change will not be significant.
19. 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 financial liabilities comprise of trade
payable and other liabilities to manage its operation
and financial assets includes trade receivables,
security deposit and loans and advances etc. arises
from its operation.
The Company has established risk management
policies and risk assessment processes to identify
and analyse the risks faced by the Company and to
reduce the risk to acceptable lower level by setting
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.
Credit risk
Credit risk is the risk of financial loss to the Company
if a customer/counterparty to a contract fails to meet
its contractual obligations, the maximum exposure to
the credit risk at the reporting date is carrying value of
trade receivables.
Credit risk are managed through credit approvals,
establishing credit limits and continuously monitoring
the creditworthiness of counterparty to which the
Company grants credit terms in the normal course of
business.
Trade receivables
The Company have low risk of non-recovery of its
receivables as its working on franchise module in
which good are sold only to contracted party due
to this Company does not make any provision for
doubtful debt any bad debt arise due to uncontrollable
situation are written off at the year end.
Write off policy of Company include, indicator that
there are no reasonable expectation of recovery and
information about the policy for financial assets that
are written-off but are still subject to enforcement
activity.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to
meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risk to the Company's reputation.
The Company has Fixed Deposits with bank of ' 5435.29 lakhs as on March 31, 2025 as against ' 469.95 lakhs
as on March 31, 2024.
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 foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company's
exposure to market risk is a function of investing and borrowing activities and revenue generating and operating
activities in foreign currencies.
27. Other Statutory Information
(i) The Title deeds of immovable properties are held
in the name of the Company only.
(ii) 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.
(iii) The Company does not have any charges or
satisfaction which is yet to be registered with
ROC beyond the statutory period.
(iv) The Company has not traded or invested in crypto
currency or virtual currency during the year.
(v) 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:
(a) 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
(b) Provide any guarantee, security or the like to
or on behalf of the ultimate beneficiaries.
(vi) 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:
(a) 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
(b) Provide any guarantee, security or the like on
behalf of the ultimate beneficiaries.
(vii) The Company does not have layers of subsidiaries
beyond the prescribed number with respect to
the Companies (Restriction on number of layers)
Rules, 2017.
(viii) The Company did not have any such 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.
(ix) The Company does not have any transactions
with companies struck off.
(x) The Company has not been declared wilful
defaulter by any bank or financial institution or
government or any government authority.
29. These Financial Statements were authorised for issue in accordance with the resolution of the Board of
Directors in its meeting held on 29th May, 2025.
For and on behalf of the Board For Pradeep K. Singhi & Associates
Chartered Accountants
Firm No. 0126027W
Himanshu M. Zota Moxesh K. Zota Pradeep Kumar Singhi
(Whole Time Director) (Managing Director) (Partner)
(Din: 01097722) (Din: 07625219) M. No. 200/024612
Ashvin Variya Viral Mandviwala
(Company Secretary) (Chief Financial Officer)
Date: 29-05-2025 Sujit Paul
Place: Surat (Group Chief Executive Officer)
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