The Company has one class of equity shares of face value of ' 10/- each with one share entailing one vote. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholding after distribution of all preferrential amounts as per extant statutory provisions..
Details of allotment of shares for consideration other than cash, bonus issue and buy back of share in the last five years:
70,94,756 equity share of face value of ' 10/- each were allotted as fully paid bonus shares on 15th October 2021 by capitalising securities premium
26.1.3 Commitments
Estimated amount of contracts remaining to be executed on capital account: ' 49.19 lakhs (Previous Year - ' 285.13 lakhs). Note. 26.2 Employee Benefits
The Company has accounted for the Long term defined benefits and contribution schemes as under:
26.2.1 Defined Contribution Schemes
Contributions to Provident Fund and Employee State Insurance are made monthly to the respective Authorities. Contribution to Superannuation fund for eligible employees is made by way of premium to Life Insurance Corporation of India through the Trust and charged to the Statement of Profit and Loss for the year.
26.2.2 Defined Benefit Scheme
The Company has defined benefit scheme in the form of gratuity to employees.
Contribution to gratuity is made to Life Insurance Corporation of India through the Gratuity Fund as per the scheme framed by the Corporation. The disclosure under Ind-AS 19 in this regard is given hereunder:
Note 26.3 Segment Reporting
The Chief Operating Decision Maker evaluates the Company’s performance and allocates resources based on the analysis of various performance indicators by business segments and geographic segments. Accordingly, information has been presented both along business segments and geographic segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments, and are as set out in the material accounting policies.
Accordingly, the business segments of the Company are:
(i) Manufacturing Units
(ii) Service Units
(iii) Others
and the geographic segments of the Company are:
(i) India
(ii) Outside India
Reporting for business segment is on the following basis:
Segment Revenue relating to individual segment is recorded in accordance with accounting policies followed by the Company. All expenditure, which are directly attributable to a business segment is charged to the respective segment. The income and costs which cannot be reasonably attributed to any specific business segment are shown as unallocable expenses (net of income)
Segment Results represents the profit before tax earned by each segment excluding fi nance costs and unallocable expenses (net of income).
For the purpose of monitoring segment performance and allocating resources between segments:
Property, plant and equipment employed in the operations are allocated to the segment to which the activity relates. The depreciation on the corresponding assets is charged to the respective segments.
All other assets that are directly attributable to a particular segment of operations are allocated to the respective reportable segments.
All liabilities (other than borrowings, current and deferred tax liabilities) that are directly attributable to a particular segment of operation are allocated to the respective reportable segments.
The following is an analysis of the Company’s revenue and results from operations by reportable segment.
Note 26.4 Financial Instruments
Capital Management
The Company’s business model is working capital centric. The Company manages its working capital needs and long term capital expenditure, through a balanced mix of capital (including retained earnings), short term debt and long term debt.
The capital structure of the Company comprises of net debt (borrowings reduced by cash and bank balances) and equity. The Company is not subject to any externally imposed capital requirements.
The Company reviews its capital requirements on an annual basis as part of its Annual Operating Plan. As part of the Annual Operating Plan, the Company estimates the capital required and formulates the broad financing mechanism for the same.
Gearing Ratio
As the cash and cash equivalents were greater than debt, the Gearing Ratio is Nil.
Investment in subsidiaries are carried at cost net of accumulated impairment losses, if any. All other financial assets and liabilities are carried at amortized cost.
Financial Risk Management
The Company’s activities expose it to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company seeks to minimise the effects of these risks by taking various measures.
The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Market risk
The Company’s activities expose it primarily to the fi nancial risks of changes in foreign currency exchange rates and interest rates. The Company manages such risks through natural hedge.
Foreign Currency risk management
The Company undertakes transactions denominated in foreign currencies, resulting in exposure to exchange rate fluctuations. The foreign currency transactions primarily relate to imports and exports. Considering the volume of imports and exports, exchange rate exposures of the Company are managed through natural hedge.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
Interest rate risk management
The Company’s exposure to interest rate risk is limited to the extent of Working capital and Term Loan funding availed from the Bankers, which is at the External Benchmark Lending rate subject to a periodic reset.
Interest rate sensitivity analysis
The interest rate sensitivity analysis is being done based on the assumption that the amount of liability outstanding at the end of the period was outstanding for the whole year and all other variables remaining constant:
If interest rates had been 50 basis points higher: The finance cost, for the financial year 2023-24, would have been higher and profits (pre-tax) would have been lesser by ' 4.32 lakhs (FY 2022-23: ' 3.60 lakhs).
If interest rates had been 50 basis points lower: The finance cost, for the financial year 2023-24, would have been lower and profits (pre-tax) would have been higher by ' 4.32 lakhs (FY 2022-23: ' 3.60 lakhs).
This is mainly attributable to Company’s exposure to interest rates on its variable rate borrowings.
Other price risks
Company’s investments in equity instruments are restricted to its investment in its subsidiaries, which are held for strategic purposes rather than for trading. The Company, as on the reporting date of March 31,2024 has five subsidiaries. All the five subsidiaries are incorporated abroad, closely held companies and unlisted.
As the purpose of all such investments are strategic rather than for trading, the Company does not recognise any impact of sensitivity in the equity prices.
Credit Risk Management
The credit risk to the Company arises primarily from customers defaulting on their contractual obligations, thus resulting in financial loss to the Company.
As part of mitigation process to address the risk, the Company evaluates the credentials of a customer before participating in the tender or before quoting for their order. Company evaluates the potential customers’ credentials by considering various factors such as:
(i) their financial health based on the publicly available financial statements;
(ii) their credit rating, available in the public domain;
(iii) their repute in the market; and
(iv) past experience, if the Company has done any business with them earlier.
The Company makes provision on its financial assets, on every reporting period, as per Expected Credit Loss Method. The percentage at which the provision is made, is determined on the basis of historical experience of such provisions, modified to the current and prospective business and customer profile.
Trade receivables consist of large number of customers, spread across diverse industries and geographical areas.
Many of the customers of the Company comprise of Public Sector Undertakings, with whom the Company does not perceive any major risk.
Liquidity Risk Management
The liquidity requirements of the Company are met by Equity (including internal accruals) and working capital funding from the banks. The liquidity requirements for the operations are met by allocating the cash flows from the customers.
The Company has established a practice of prioritising the regulatory payments, employee related payments and supplier/ site level payments.
Fair value measurements
Fair value of financial assets and liabilities measured at amortised cost: Trade receivables, cash and cash equivalents, other bank balances, loans and other fi nancial assets are at carrying values that approximate fair value. Borrowings, trade payables and other financial liabilities are at carrying values that approximate fair value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.
1) Remuneration excludes retirement benefits.
2) Outstanding amount in brackets represents amount payable.
3) Remuneration and outstanding as on 31st March, 2024 excludes commission approved by the Board for FY 2023-24 that would be paid in FY 2024-25 to Mr. V.A. George (' 15 lakhs); Mr. Manoj Joseph (' 14 lakhs); Mr. Rajesh John (' 12 lakhs) and Mr. Manesh Joseph (' 9 lakhs).
* Remuneration of Mr. M.D. Ravikanth excludes ' 69.81 lakhs of taxable value of perquisite on exercise of options under ESOP.
** Mr. Manesh Joseph served as Whole-time Director till 31st December 2023 and continues as a Non-Executive Director from 1st January, 2024. A Transaction during the year represents purchase of shares in Thejo Australia Pty Ltd from Bridgestone Mining Solutions Australia Pty Ltd.
Additional Note on Key Ratios:
Net Profit = Net Profit after taxes (and does not include items of Other Comprehensive Income)
Earnings available for debt service = Net Profit Non-cash operating expenses like depreciation Interest Other adjustment like profit/loss on sale of fixed assets, etc.
Notes forming part of the Financial Statements for the year ended 31st March, 2024
Average Inventory = (Opening Inventory Closing Inventory)/2
Average Trade Receivables = (Opening Trade Receivables Closing Trade Receivables)/2 Average Trade Payables = (Opening Trade Payables Closing Trade Payables)/2 Working Capital = Current Assets - Current Liabilities
T1 = End of time period; T0 = Beginning of time period; t = specific date between T1 and T0; MV(T1) = Market Value at T1; MV(T0) = Market Value at T0; C(t) = Cash inflow/outflow on specific date; W(t) = Weight of net cash flow (either inflow or outflow) on day ‘t’, calculated as (T1-t)/T1
Total debt includes Lease Liabilities
Interest includes other finance cost
The Company does not have any financial investment as part of treasury activity. The investments are in the nature of trade investment (Investment in subsidiaries) and Fixed Deposit with banks for the purpose of security/margin money for non-fund based limits. Hence, Return on Investment is given as Not Applicable (NA).
Note 26.14 Details of security provided for Borrowings
Loans repayable on demand from bank represents cash credit facility enjoyed by the Company from its working capital bankers and is secured by pari passu charge on the current assets of the Company with collateral security comprising immovable properties of the Company, second charge on plant & machinery purchased out of subsisting term loan, first charge on other plant & machinery. The security coverage also extends to non-fund based facilities extended by the working capital bankers. The cash credit facility carry interest rate linked to benchmark lending rates. The facilities are also secured by personal guarantee of Mr. Thomas John, Mr. Manoj Joseph, Mr. Rajesh John and Mr. Manesh Joseph. Term loan from bank comprise of a) loan availed to procure fixed assets that are secured by first charge on the assets purchased from the term loan and repayable in 48 to 60 equal monthly instalments (plus interest) and b) working capital term loan (WCTL) under Emergency Credit Line Guarantee Scheme secured by second charge on the security offered for cash credit. The repayment term for the WCTL is 36 equal monthly instalments (plus interest) after a principal moratorium for 12 months from the date of first drawdown.
Term loan from financial institution comprise of facilities availed for purchase of vehicle and is secured by vehicle purchased and personal guarantee of Mr. Thomas John. The loans are repayable in 35 to 60 Equated Monthly Instalments.
Residual value:
In respect of Property, Plant and Equipment which have completed the useful life, the carrying amount as on 01.04.2014 or 5% of the cost, whichever is lower, is retained as residual value in the books.
26.19.3 As the estimated recoverable amounts of the assets/cash generating units of the Company are higher than their carrying amount, no impairment of assets has been recognized in the accounts of the Company in line with relevant Ind-AS.
26.19.4 The Company did not have any outstanding loan or advance due from any of the Promoters, Directors, Key Management Personnel or other related parties as at 31st March, 2024, nor was any loan or advance extended during the year.
26.19.5 The Company has duly filed necessary quarterly returns to the banks which have extended credit facilities on the basis of security of current assets of the Company and such quarterly statements are in agreement with the books of account. The Company has used its borrowed funds only for the purposes for which they were borrowed. The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.
26.19.6 The Company did not have anything to report in respect of the following:
(a) Benami properties
(b) Trading or investment in crypto or virtual currency
(c) Giving/receiving of any loan or advance or funds with the understanding that the recipient shall lend, invest, provide security or guarantee on behalf of the Company/funding party
(d) Transactions not recorded in books that were surrendered or disclosed as income during income-tax assessment
(e) Charges or satisfaction not registered with ROC beyond statutory period
(f) Title deeds in respect of freehold immovable properties not being held in the name of the Company.
(g) Transactions with struck-off companies
(h) Non-compliance with number of layers as prescribed under the Companies Act, 2013, read with Companies (Restriction on number of Layers) Rules, 2017.
26.19.7 During the FY 2023-24, the Company has incurred a revenue expenditure (excluding depreciation) of ' 208.69 lakhs and capital expenditure of ' 32.30 lakhs in relation to Research & Development. (FY 2022-23: ' 219.94 lakhs and ' 23.36 lakhs, respectively).
26.19.8 During the FY 2022-23, the Board has approved the proposal of Bridgestone Mining Solutions Australia Pty Ltd to sell its 26% stake in Thejo Australia Pty Ltd (TAPL) at the book value as on 31st March, 2022 with the shares being purchased by the Company or bought back by Thejo Australia Pty Ltd or as a combination of both in one or more tranches/transactions to be completed on or before 31st March 2025, subject to all necessary statutory compliances. Accordingly, the Company has purchased 16% stake in TAPL during FY 2023-24. Currently, the Company holds 90% stake in Thejo Australia Pty Ltd.
26.19.9 During the FY 2023-24, the Company has incorporated TE Global FZ-LLC (“TE Global”) at Ras Al-Khaimah in October 2023. The Company has subscribed and has been allotted 1000 shares in TE Global at the face value of AED 1000/- each in January 2024, representing 100% shareholding in TE Global. Accordingly, TE Global is a wholly-owned subsidiary of the Company.
26.19.10 The Board has recommended a dividend of ' 3/- (Rupees Three Only) per equity share of face value of ' 10/- each (fully paid) for the FY 2023-24. Dividend will be treated as an appropriation from Reserves & Surplus during the period in which it is approved by the Members. No provision is being made in the accounts for the current financial year in respect of dividend recommended by the Board after the balance sheet date.
Note 27 Previous Year Figures
Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.
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