xi) Provisions and Contingent Liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Onerous Contracts
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
Contingent liability is disclosed for (i) Possible
obligations that arises from past events and whose existence 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 (ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made, unless the possibility of outflows of resources embodying economic benefits are remote.
xii) Revenue recognition
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation.
The Company applies the five-step approach for recognition of revenue:-
• Identification of contract(s) with customers;
• Identification of the separate performance obligations in the contract;
• Determination of transaction price;
• Allocation of transaction price to the separate performance obligations; and
• Recognition of revenue when (or as) each performance obligation is satisfied.
1 Sale of goods:
Further recognition is done when the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the entity.
The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
At contract inception, since for most of the contracts it is expected that the period between the transfer of the promised goods or services to a customer and payment for these goods or services by the customer will be one year or less, practical expedient in IND AS 115 have been applied and accordingly:
a) The Company does not adjust the promised amount of consideration for the effects of a significant financing component
b) The Company recognises the
incremental costs of obtaining a contract as an expense when incurred
c) No information on remaining
performance obligations as of the year end that have an expected original term of one year or less was reported.
A contract liability is the Company’s obligation to transfer goods or services to a customer, for which the Company has already received consideration from customers.
2 Sale of Services:
Income from other services is recognised as and when the services are performed as per the terms of agreement with the respective parties.
3 Interest and Dividend Income:
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the amortised cost and at the effective interest rate applicable.
Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).
4 Export Incentives:
Income from export incentives is recognised on accrual basis to the extent the ultimate realisation is reasonably certain.
xiii) Foreign currency transactions and balances
In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency viz. Indian Rupee are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date.
Exchange differences on monetary items are recognised in the Statement of Profit and Loss in the period in which they arise.
Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated.
xiv) Lease accounting As a lessee:
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Contracts may contain both lease and non lease components. The Company allocates the consideration in the contracts to the lease and non-lease components based on their relative standalone prices. However, the Company has elected not to separate lease and non¬ lease components and instead account for these as a single lease components.
Assets and liabilities arising from a lease are initially measured on present value basis. Lease liabilities include the net present value of the following lease payments:
- fixed payments (including in substances fixed payments), less any lease incentive receivable
- variable lease payments that depend on an index or a rate,initially measured using the index or rate as at the commencement date;
- any residual value guarantees provided to the lessor by the lessee, a party related to the lessee or a third party unrelated to the lessor that is financially capable of discharging the obligations under the guarantee;
- the exercise price of the purchase option if the Company is reasonably certain to exercise that option, and
- payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option
Lease payments to be made under reasonably certain extension option are also included in the measurement of the liability. The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that lessee would have to pay to borrow the fund necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar term, security and conditions.
To determine the incremental borrowing rate, the Company:
- where possible, uses recent third party financing received by the lessee as a starting point, adjusted to reflects changes in financing condition since third party financing received
- use a build-up approach that starts with the risk-free interest rate adjusted for credit risk for leases, which does not have recent third party financing, and
- make adjustments specific to the leases, e.g. term, security, currency etc.
The Company is exposed to potential future increases in variable lease payments based on index or rate, which are not included in the lease liability until they take effect. When adjustment to lease payments based on index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. Finance cost is charged to Statement of Profit and Loss over the lease period so as to produce a constant periodical rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
- the amount of initial measurement of lease liability
- any lease payments made at or before the commencement date less any lease incentives received
- any initial direct costs, and
- restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight line basis. If the Company is reasonably certain to exercise purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognized on a straight-line basis in the Statement of Profit and Loss. Short term leases are leases with a lease term of 12 months or less.
As a lessor:
Lease income from operating leases where the Company is a lessor is recognized in income on a straight line basis over the lease term. Initial direct costs incurred in obtaining an operating leases are added to the carrying amount of the underlying asset and recognized as expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature. The Company did not need to make any adjustments to the accounting for assets held as a lessor as a result of adopting the new leasing standard.
xv) Taxes on Income
Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the year. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax are recognised in the Statment of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. The Company recognises Minimum Alternate Tax credit under the Income Tax Act, 1961 as an asset only when and to the extent there is convincing evidence that the Company will be liable to pay normal income tax during the specified period.
xvi) Borrowing Costs
Borrowing costs that are attributable to the acquisition or construction of qualifying assets, which are assets that necessarily takes a substantial period of time to get ready for its intended use or sale, are added to the cost of those assets; until such time as the assets are substantially ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in the Statement of Profit and Loss in the period in which they are incurred.
xvii) Segment Reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker in order to effectively allocate the Company’s resources and assess performance.
xviii) Non-current assets held for sale
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Non-current assets are not depreciated or amortised while they are classified as held for sale.
xix) Cash and cash equivalents
For the purpose of 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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the Balance Sheet.
xx) Dividend
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Exceptional items reflect items which individually or, if of a similar type, in aggregate, are disclosed separately due to their size or incidence in order to obtain clear and consistent presentation of the Company’s performance.
2B. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the material accounting policies, which are described in note 2, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
(a) Critical judgements in applying accounting policies
The following are the critical judgements, apart from those involving estimations that the directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
(b) Key sources of estimation uncertainty
i) Contingent Liabilities and Provisions :
Contingent Liabilities and Provisions are liabilities of uncertain timing or amount and therefore in making a reliable estimate of the quantum and timing of liabilities judgement is applied and re-evaluated at each reporting date.
ii) Useful life and residual value of Property, Plant and Equipment :
As described in Note 2A(iii), the Company reviews the estimated useful life and residual values of property, plant and equipment at each reporting date.
iii) Impairment
Determining whether an asset is impaired requires as estimation of fair value/value in use. Such valuation requires the Company to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are
less than expected, a material impairment loss may arise.
iv) Impairment of Trade Receivables
The impairment provisions for trade receivables are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
v) Impairment/ Obsolence of Invetory
The impairement/obsolence provisions of inventory are based on assumptions of its consumption/usage in near future whether short term of long term. The Company uses its judgement in making these assumptions and selecting the inputs based on the past historical data, present and future market condition estimated at the end of each reporting period.
vi) Defined Benefit Obligations
The present value of defined benefit obligations is determined by discounting the estimated future cash outflows by reference to market yields at the end of reporting period that have terms approximating to the terms of the related obligation.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. The Company recognises Minimum Alternate Tax credit under the Income Tax Act, 1961 as an asset only when and to the extent there is convincing evidence that the Company will be liable to pay normal income tax during the specified period.
2C. ADOPTION OF NEW AND AMENDED INDIAN ACCOUNTING STANDARDS
i) New amendments issued but not effective
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 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.
31. Employee Benefits :
Brief description of the Plans:
The Company has various schemes for long term employees benefits such as Provident Fund, Gratuity, Employees State Insurance Fund (ESIC) and Employees’ Pension Scheme and Compensated absences. The Company’s defined contribution plans are Employees State Insurance Fund,Provident Fund, and Employees’ Pension Scheme (under the provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions to such plans. The Company’s defined benefit plans include Gratuity.
Gratuity
The Company provides for gratuity payable to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
The gratuity plan is a funded plan. The company having a plan to retain gratuity fund seperately in future.The Company accounts for gratuity benefits payable in future based on an independent external actuarial valuation carried out at the end of the year using the Projected Unit Credit method.
The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from the employee benefit obligations, with the objective that assets of the gratuity / provident fund obligations match the benefit payments as they fall due.
Provident Fund
The eligible employees of the Company are entitled to receive post-employment benefits in respect of provident fund, in which both the employees and the Company make monthly contributions at a specified percentage as applicable of the employees’ eligible salary. The contributions are made to the Employees provident fund department.
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
The above sensitivity analysis are based on change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
L. The liability for Compensated is net of fund balance at year end is ' Nil (Previousyear ' 178.80 Lakhs) (Refer Note 15).
The Company provides for encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits for future encashment / availment. The Company makes provision for compensated absences based on an actuarial valuation carried out at the end of the year using the Projected Unit Credit method. Leave obligations not expected to be settled in the next 12 months is ' Nil (Previousyear ' 123.83 Lakhs).
32 Leases
Lessee accounting
(i) Amounts recognized in Balance Sheet
The balance sheet shows the following amounts relating to leases:
During the year, Pursuent to scheme of arrangement the old lease agreements terminated and new agreements are entered into consequently. the difference between the carrying amounts of the right-of-use asset and the lease liability recorded in the statement of profit or loss as a gain or loss and such gain shown under other income.
(iv) Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that creates an economic incentive to exercise an extension option, or not to exercise a termination option. Extension option (or period after termination option) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.
For the leases of offices premises, the following factors are normally the most relevant:
1. If there is significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).
2. If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate)
3. Otherwise, the Company considers the other factors including historical lease duration and the costs and business disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise it. The assessment of reasonably certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within control of lessee.
33. Financial Instruments
33.1 Capital Management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of total equity of the Company.
The Company determines the amount of capital required on the basis of annual as well as long term operating plans and other strategic investment plans. The funding requirements are met through non convertible debt securities or other long-term /short-term borrowings. The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
* Reasons tor Variances are only provided tor the change in the ratios by more than 25% as compared to the ratios ot Previous year.
# The figures indicated in the column are not comparable and do not offer a correct representation of the variances as the figures for 31-03-2023 were with no operation and hence eaither zero of minimal.
33.3 Market Risk
The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
33.4 Price risks
The Company is mainly exposed to the price risk due to its investment in mutual funds. In order to manage its price risk arising from investment in mutual funds, the Company diversifies its portfolio based on past performance. The impact of price risk with respect to investment in mutual fund is insignificant.
33.5 Credit risk management Trade receivables
Trade receivables are generally unsecured and are derived from revenue earned from customers. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forward-looking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables. Historical experience of collecting receivables of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
Other Financial assets
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are mutual funds and banks with high credit-ratings assigned by credit-rating agencies.
33.6 Liquidity Risk
Liquidity Risk refers to insufficiency of funds to meet the financial obligations. Liquidity Risk Management implies maintenance of sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit lines to meet obligations when due.
The Company manages liquidity risk by banking facilities and by continuously monitoring forecast and actual cash flows, and by assessing the maturity profiles of financial assets and liabilities. The below table sets out details of additional undrawn facilities that the Company has at its disposal to further reduce liquidity risk.
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the earliest date on which the Company can be required to pay. The tables include both principal and interest cash flows.
38. Segment reporting: The Ind AS 108, ‘Operating segments,’ notified pursuant to Companies (Accounting Standards) Rules, 2015, requires management to determine the reportable segments for disclosure in financial statements based on internal reporting reviewed by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources. The company manufactures precision cutting tools and related components. Based on management analysis, the company has only one operating segment, so no separate segment report is provided. The principal geographical area in which the company operates is India.
39. Scheme of Arrangement
The Board of Directors of Forbes Precision Tools and Machine Parts Limited (“FPTL” or the “Resulting Company”) and Forbes & Company Limited (FCL or the “Demerged Company) in their respective meetings held on 26th September 2022, approved the Scheme of Arrangement (“Scheme”) between FCL and FPTL, as well as their respective shareholders, in accordance with Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions and rules. This Scheme entails the demerger of the “Precision Tools business” from FCL into FPTL, with an appointed date of 1st April 2023.
The Honorable National Company Law Tribunal (“NCLT”) of the Mumbai bench approved the scheme via Order No. C.P.(CAA)/303/ MB-V/2023 dated 9th February 2024. The certified true copy of the order was received on 22nd February 2024 and filed with the Registrar of the Company on 1st March 2024. The Scheme became effective / operative from the effective date of March 1, 2024, with this, the Precision Tools business of FCL being transferred to and vested in FPTL with effect from the appointed date i.e., April 1, 2023.
Upon the coming into effect of the Scheme, the existing share capital of FPTL, amounting to ?5.00 lakhs divided into 50,000 shares of ?10 each, fully paid up, held by the shareholders of the Demerged Company, prior to the Scheme becoming effective, shall stand cancelled without any further application, act, instrument, or deed, as an integral part of this Scheme, with adjustments done through Capital reserve of the Company. As per the Scheme of Arrangement, the Resulting company has issued four fully paid-up equity shares of ? 10/- each for every one fully paid-up equity share of ? 10/- each held by the equity shareholders of the Demerged Company (FCL) as of the Record Date, which was 7th March 2024. The shareholders of FCL are entitled to receive 4 shares of FPTL against each share held by them. Accordingly, the paid-up capital of FPTL is determined as 5,15,94,464 shares of ? 10 each, having a total value of ? 5,159.45 Lakhs. The record date for allotment was fixed as 7th March 2024, and the issuance and allotment of equity shares took place on 13th March 2024.
As per Para 12 of Appendix C of IND AS 103, the diffrerence between Paid up share capital of FCL ? 1289.96 Lakhs and Paid up share capital issued by FPTL amounting to ?5159.45 Lakhs in terms of scheme of arrangement is considered as negative capital reserve amounting ? 3869.59 Lakhs. The pre-merger equity share capital of ? 5 lakhs of FPTL is cancelled and adjusted against the capital reserve.
From the appointed date, the precision tools business of FCL, including all its assets and liabilities is transferred and vested to FPTL in accordance with this Scheme, Consequently, the deferred tax liability related to those assets and liabilities will be remeasured and will result in a direct charge of ? 234.44 Lakhs to the opening balance of retained earnings of FPTL. Moreover, for the period from April 1, 2023, to March 31, 2024, the incremental deferred tax liability amounting to ' 2.33 Lakhs debited to the Profit and Loss account.
The financial statement of the Company reflects the financial position on the basis of consistent accounting policies.
40. The Scheme of Arrangement for the demerger of the “Precision Tools business” from Forbes & Company Limited (FCL) to the Company has received approval from The Hon’ble National Company Law Tribunal (“NCLT”) of Mumbai benches through Order No. C.P.(CAA)/303/MB-V/2023 dated February 9, 2024, Mumbai Bench. The certified true copy of the order was filed with the Registrar of the Company on March 1, 2024, and the Scheme became operative as of March 1, 2024.
Consequently, the Precision Tools business of FCL has been transferred to and vested in the Company with effect from the appointed date, i.e., April 1,2023. All transactions previously recorded in Forbes & Company Limited pertaining to the Precision Tools business have been transferred to the Company as of the effective date, March 1, 2024.
41. The Indian Parliament has approved the Code on Social Security, 2020 (“the code”) which, inter alia, deals with employees benefits during employment and post-employment. The code has been published in the Gazette of India. The effective date of the code is yet to be notified and the rules for quantifying the financial impact are also yet to be issued. In view of this, the impact of change, if any, will be assessed and recognised post notification of the relevant provisions.
42. Additional Regulatory Information as per Schedule III of the Division II of the Companies Act, 2013
i Details of Benami property held
There are not any proceedings that have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder as at 31st March, 2025.
ii Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial Institution or other lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when financial statements are approved or in an earlier period and the default has continued for the whole or part of the current year.
iii Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
iv The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
v (a) The company has not advanced or loaned or invested any funds (either borrowed funds or share premium or any other
sources or kind of funds)during the year to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall:
i) 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,
ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(b) The company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) during the year with the understanding (whether recorded in writing or otherwise) that the company shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
vi Undisclosed income
The company does not have any transaction that are 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), during the year.
vii Details of crypto currency or virtual currency
The group has not traded or invested in crypto currency or virtual currency during the current or previous year.
viii Valuation of PP&E, intangible asset and investment property
The group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
43. Other regulatory information
i Registration of charges or satisfaction with Registrar of Companies
During the year, The title of Waluj property has been transferred in the name of the company. However, the creation of charge for DCB Bank ECLGS 2.0 Term Loan is in process. “
ii Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
iii The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
The Group has seven unregistered CICs which are part of the Group
1. SP Finance Private Limited,
2. SC Finance and Investments Private Limited,
3. Hermes Commerce Private Limited,
4. Renaissance Commerce Private Limited,
5. Shapoorji Pallonji Energy Private Limited (formarly known as Shapoorji Pallonji Oil and Gas Private Limited) (applied for the same to RBI),
6. SMCM Holdings Private Limited and
7. Shayrus Ventures Private Limited
44. Previous period figures have been re-classified/ re-arranged/ regrouped, wherever necessary, to correspond with the current period’s classification/ disclosure.
45. The Company has used accounting software (viz. SAP) for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instances of audit trail feature being disabled at any time during the year.
46. The financial statements were approved by the Board of Directors of the Company at their respective meetings held on 24th April, 2025.
In terms of our report of even date
For Sharp & Tannan Associates For and on behalf of the Board of Directors
Chartered Accountants M.C. TAHTLYANT JAI L. MAVANI
Firm's Registration No.: 109983W Managing Director Director
DIN : 01423084 DIN : 05260191
Parthiv S. Desai VIKRAM V. NAGAR RUPA KHANNA
Partner Chief Financial Officer Company Secretary
Membership No.: 042624 Membership No : A33322
Date: Apr. 24, 2025 Date: Apr. 24, 2025
Place: Mumbai Place: Mumbai
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