(C) Measurement of fair values
(i) Fair value hierarchy
These fair value of investment property has been determined by Mr. Vimal Shah, a registered valuer as defined under Companies (Registered Valuers and Valuation) Rules, 2017. The fair value measurement for the property to be valued is residential flat which is the highest and best use, been categorized as a level 2 fair value based on the inputs to the valuation technique. These inputs include comparable sale instances for Market Approach.
(ii) Valuation technique
For the purpose of valuation, the primary valuation methodology used is Direct Comparison Method (Market Approach), as the best evidence of fair value is current prices in an active market for similar properties. The market rate for sale/purchase of similar assets is representative of fair values. The property to be valued is at a location where active market is available for similar kind of properties.
(D) Premises given on operating lease
The Company's investment properties consist of residential property in India given on cancellable lease for a period of 12 months.
(E) There are no undiscounted future minimum lease rentals receivable at the Balance Sheet date from above investment property.
(F) All the immovable properties are in the name of the Company.
(a) Includes value of shares in the co-operative society, aggregating to H 0.0005 million (31 March, 2023: H 0.0005 million) registered in the name of the Company.
(b) There are no adjustments to property, plant and equipment on account of borrowing costs and exchange differences. There is no revaluation of property, plant and equipment done during the year/previous year.
(c) Lien / charge is created against buildings and vehicles. Refer Note 20
(d) All the immovable properties are in the name of the Company.
(a) Security and terms of repayment of borrowings from banks:
The aforesaid term loans from banks and financial institution are secured by hypothecation of vehicles, repayable in 60 monthly instalments except one loan which is repayable in 48 monthly instalments from the start of the loan.
(b) Security against borrowings from banks and NBFCs repayable on demand:
Secured against hypothecation of book debts / mortgage of property / lien on fixed deposits / personal guarantee of directors / third party guarantee.
(b) Rights, preferences and restrictions attached to shares
The Company has one class of equity shares having a par value of H 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of Company, the equity shareholders are eligible to receive the remaining assets of the Company after distributions of all preferential amounts, in proportion to their shareholding.
Nature and purpose of reserves
(A) General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations, however the same is not required to be created under Companies Act, 2013. This reserve can be utilised only in accordance with the specified requirements of Companies Act, 2013.
(B) Securities premium
Securities premium is used to record the premium received on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.
(C) Retained earnings
Retained earnings are the profits that the Company has earned till reporting date, less any transfers to generate reserve, dividends or other distributions paid to Shareholders. It also includes remeasurement gains and losses on defined benefit plans recognised in other comprehensive income (net of taxes). This also includes transfer within equity, i.e., transfer from Equity-Settled share-based payment reserve towards the amount recognised for services received from an employee, if the vested equity settled shared based payments instruments are later forfeited or not exercised.
(D) Equity-Settled share-based payment reserve
This reserve is created by debiting the statement of profit and loss account with the value of share options granted to the employees by the Company. Once shares are issued by the Company, the amount in this reserve will be transferred to Share capital, Securities premium or retained earnings.
Note (a):
The company has entered into an Official Partner Agreement. In terms of this agreement, a bank guarantee has been issued for securing
the Company's obligation to make Rights fees as well as performance of the other obligations.
Note (b):
Above disputed income tax demands not provided for includes:
(i) H 93.91 million on account of disallowance made as speculation loss for A.Y. 2009-10 considered by ITAT in favour of the Company. Department filed an appeal before Hon'ble High Court of Bombay on 25 July, 2018;
(ii) H 7.53 million on account of disallowance made as speculation loss for A.Y. 2012-13 vide reassessment order dated 15 December, 2017 passed by Assessing Officer. Company filed an appeal before CIT(A) on 17 January, 2018;
(iii) H 1.99 million on account of disallowance made under section 14A for A.Y. 2020-21 vide assessment order dated 27 September, 2022 passed by Assessing Officer. Company filed an appeal before CIT(A) on 25 October, 2022;
(iv) H 0.11 million demand for F.Y. 2017-18 made by GST officer, Punjab vide order dated 20 December, 2023. Company filed an appeal before Appellate Authority on 20 March, 2024; and
(v) H 1.42 million demand F.Y. 2017-18 made by GST officer, Telangana vide order dated 22 December, 2023. Company filed an appeal before Appellate Authority on 22 March, 2024.
Above disputed demands does not include interest under the Income Tax Act, 1961 and GST Act, 2017 as the same is not determinable
till the final outcome. The management believes that the ultimate outcome of the above proceedings will not have a material adverse
effect on the Company's financial position and result of operations.
(B) Defined benefit plans
Gratuity payable to employees
The Company's liabilities under the Payment of Gratuity Act,1972 are determined on the basis of actuarial valuation made at the end of each reporting period using the projected unit credit method.
The gratuity benefit is provided through unfunded plan and annual contributions are charged to the statement of profit and loss. Under the scheme, the settlement obligation remains with the Company. Company accounts for the liability for future gratuity benefits based on an actuarial valuation. The net present value of the Company's obligation towards the same is actuarially determined based on the projected unit credit method as at the Balance Sheet date.
The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. The actuarial risks associated are:
Discount rate
Discount Rate for this valuation is based on government bonds having similar term to duration of liabilities. Due to lack of a deep and secondary bond market in India, government bond yields are used to arrive at the discount rate.
Mortality/ disability
If the actual mortality rate in the future turns out to be more or less than expected then it may result in increase / decrease in the liability.
Employee turnover/withdrawal rate
If the actual withdrawal rate in the future turns out to be more or less than expected then it may result in increase / decrease in the liability.
Salary escalation rate
More or less than expected increase in the future salary levels may result in increase / decrease in the liability.
42 EMPLOYEE STOCK OPTION PLAN
(a) - On 26 April, 2018, the board of directors approved the Angel Broking Employee Stock Option Plan 2018 ("ESOP Plan 2018") for
issue of stock options to the key employees and directors of the company and its subsidiaries. According to the ESOP Plan 2018, the employee selected by the Nomination and Remuneration Committee from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions, viz., continuing employment and subject to performance parameters defined in the ESOP Plan 2018.
- On 28 January, 2021, the Board of Directors approved the Angel Broking Employee Long Term Incentive Plan 2021 ("LTI Plan 2021") for issue of Options, equity settled Restricted Stock Units (RSU) and Performance Stock Units (PSU) to the eligible employees of the Company and its subsidiaries to attract, retain and motivate key talent, align individual performance with the Company objective by rewarding senior management and key high performing employees, subject to the approval of shareholders . The shareholders approved the LTI Plan 2021 through Postal ballot on 05 March, 2021. According to the LTI Plan 2021, the Nomination and Remuneration Committee ("Committee") will decide which of the eligible employees should be granted Award units under the plan and accordingly, the Committee would offer the Award units to the identified employees under the LTI Plan 2021 to the extent permissible by applicable laws. Selection of participants for a given year will be based on and include role scope, level, performance and future potential, manager recommendation and any other criteria as approved by the Committee for the given year subject to satisfaction of the prescribed vesting conditions, viz., continuing employment in case of options, continuing employment and performance parameters in case of PSUs.
No rent is charged on property taken from one of the directors which is used as an office by the Company. H 7.50 million pertains to security deposits paid against the same property.
Provision for post-employment benefits like gratuity fund and leave encashment are made based on actuarial valuation on an overall Company basis hence are not included in remuneration to key management personnel.
Amounts recoverable from group companies and other receivable from director are unsecured and receivable in cash.
44 SEGMENT REPORTING
The Company's operations predominantly relate to equity, currency and commodity broking and its related activities business and is the only operating segment of the Company. The Chairman and Managing Director of the Company has been indentified as Chief Operating Decision Maker (CODM) as defined under IND AS 108, reviews the operations of the Company as one operating segment. Hence no separate segment information has been furnished herewith.
The Company does not have non-current assets outside India
No customer individually accounted for more than 10% of the revenues in the year ended 31 March, 2024 and 31 March, 2023.
45 LEASES
Information about lease
The Company has taken office premises at certain locations and Vehicles on operating lease. The agreements are executed for a period ranging from 24 months to 120 months.
The changes in the carrying value of right of use assets for the period ended 31 March, 2024 and 31 March, 2023 has been disclosed in Note 13.
The aggregate depreciation expense on right of use assets is included under depreciation and amortisation expense in the statement of Profit and Loss.
The movement in lease liabilities has been disclosed in Note 21.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
The total cash outflows for leases are H 23.56 million for the period ended 31 March, 2024 (31 March, 2023: H 19.24 million).
Short term and low value lease:
Rental expense incurred and paid for short term leases was H 0.51 million (31 March, 2023 : H 1.22 million).
Rental expense incurred and paid for Low value leases was H NIL (31 March, 2023 : H NIL million).
(B) Fair Value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
The carrying amount of cash and bank balances, trade receivables, loans, trade payables, borrowings and other receivables and payables are considered to be the same as their fair values due to their short term nature. The fair values of borrowings (lease liability) and security deposits were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own and counterparty credit risk.
"Valuation techniques used to determine fair value
Specific valuation techniques used to value financial instruments includes investment in equity investment valued at quoted closing price on stock exchange / other basis based on materiality.
47 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.
(A) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises following types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include borrowings.
(i) Interest rate risk
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 is exposed to interest rate risk arising mainly from borrowings with floating interest rates. The Company is exposed to interest rate risk because the cash flows associated with floating rate borrowings will fluctuate with changes in interest rates. The Company manages the interest rate risks by maintaining a debt portfolio comprising a mix of fixed and floating rate borrowings.
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value for future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. As at each reporting date, the Company does not have exposure in foreign currency, therefore it is not exposed to currency risk.
(B) Credit risk
Credit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge their contractual obligation. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties, and by monitoring exposures in relations to such limits.
The maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented in the financial statements. The Company's major classes of financial assets are cash and cash equivalents, loans, term deposits, trade receivables and security deposits.
Cash and cash equivalents and term deposits with banks are considered to have negligible risk or nil risk, as they are maintained with high rated banks / financial institutions as approved by the Board of directors. Security deposits are kept with stock exchanges for meeting minimum base capital requirements. These deposits do not have any credit risk.
The management has established accounts receivable policy under which customer accounts are regularly monitored. The Company has a dedicated risk management team, which monitors the positions, exposures and margins on a continuous basis.
Expected credit loss A) Trade receivables
The Company applies the Ind AS 109 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance (ECL) for all trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics as follow:
• Receivable from Brokerage (Secured by collaterals mainly in form of Securities of listed Company)
• Receivable from Exchange (Unsecured)
• Receivable from Depository (Secured by collaterals mainly in form of Securities of listed Company)
Receivable from Exchange (Unsecured) : There are no historical loss incurred in respect of Receivable from exchange. Entire exposure/receivable as at each reporting period is received and settled within 7 days from reporting period. Therefore, no ECL is recognised in respect of receivable from exchange.
Receivable from Brokerage and depository: Company has large number of customer base with shared credit risk characteristics. As per policy of the Company, trade receivable to the extent not covered by collateral (i.e. unsecured trade receivable) is considered as default and are fully written off as bad debt against respective trade receivables and the amount of loss is recognised in the Statement of Profit and Loss. Subsequent recoveries of amounts previously written off are credited to the income statement as bad debts recovered. Trade receivable of the company are of short duration with credit period ranging up to maximum 30 days. In case of delay in collection, the Company has right to charges interest (commonly referred as delayed payment charges) on overdue amount for the overdue period. However, in case of receivable from depository, the Company doesn't have right to charge interest. Though credit period given to customer in respect of receivable from depository is very short, generally there is significant delay in ultimate collection. The Company has computed expected credit loss due to significant delay in collection. Incremental borrowing rate is considered as effective interest rate on these trade receivable for the purpose of computing time value loss.
B) Margin Trading facilities:
In accordance with Ind AS 109, the Company applies expected credit loss model (ECL) for measurement and recognition of impairment loss. The expected credit loss is a product of exposure at default (EAD), probability of default (PD) and Loss given default (LGD). The financial assets have been segmented into three stages based on the risk profiles, primarily based on past due.
Company has large number of customer base with shared credit risk characteristics. Margin trading facilities are secured by collaterals. As per policy of the Company, margin trading facilities to the extent covered by collateral and servicing interest on a regular basis is not considered as due/default. Accounts becoming due/default are fully written off as bad debt against respective receivables and the amount of loss is recognised in the Statement of Profit and Loss. Subsequent recoveries of amounts previously written off are credited to the Statement of Profit and Loss as bad debts recovered.
As per Ind AS 109, the maximum period to consider when measuring expected credit losses is the maximum contractual period (including extension options) over which the entity is exposed to credit risk and not a longer period, even if that longer period is consistent with business practice. Therefore, the maximum period to consider when measuring expected credit losses for these trading facilities is the maximum contractual period (i.e. on demand/one day).
The company does not have any margin trading facilities which may fall under stage 2 or stage 3.
ECL is computed as follow assuming that these receivables are fully recalled by the Company at each reporting period:
EAD is considered as receivable including interest (net of write off).
PD is considered at 100% for all receivables being the likelihood that the borrower would not be able to repay in the very short payment period.
LGD is determined based on fair value of collateral held as at the reporting period. Unsecured portion is considered as LGD. Collaterals
The Company holds collateral and other credit enhancements against certain of its credit exposures. The following table sets out the principal types of collateral held against different types of financial assets.
(C) 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.
49 CAPITAL MANAGEMENT
Risk Management
The Company manages its capital structure and makes necessary adjustments in light of changes in economic conditions and the requirement of financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return on capital to shareholders, issue new shares or raise / repay debt.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximize the shareholder value and to ensure the Company's ability to continue as a going concern. There is no non compliance with any covenants of borrowings. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March, 2024 and 31 March, 2023.
50 CORPORATE SOCIAL RESPONSIBILITY (CSR) EXPENSES
As per section 135 of The Companies Act 2013, a company meeting the activity threshold needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The company undertook two initiatives to channelize efforts to empower the underprivileged constituents of society through programmes designed in the domains of Financial and Digital Literacy, Skilling and placement of youth in Maharashtra, Rajasthan, Karnataka, Gujarat, Delhi NCR and Andhra Pradesh.
To implement the programmes the Company partnered with six credible Non-For-Profit Organizations namely Raah Foundation, NIIT Foundation, Shram Sarathi, Aajeevika Bureau Trust, Kherwadi Social Welfare Association and Trust for Retailers & Retail Associates of India.
Gross amount required to be spent by the Company during the year H 160.36 million (Previous year H 89.48 million )
Gross amount approved by board to be spent by the Company during the year H 160.40 million (Previous year H 89.50 million)
51 Pursuant to SEBI's Operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August, 2021 to the extent applicable to Commercial Papers, information as required under Regulation 52(4) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 for the year ended 31 March, 2024 is as mentioned below:
53 REGROUPING AND RECLASSIFICATION
Based on review of commonly prevailing practices, the management considers below changes to be relevant:
(a) The Company has lease liabilities towards premises and vehicles which was previously disclosed under borrowings (other than debt securities) in Balance sheet presentation. However, these lease liabilities are now disclosed on the face of the balance sheet. Prior year comparatives as at 31 March, 2023 have been reclassified by H 38.31 million from Borrowings (other than debt securities) to Lease liabilities on the face of the Balance Sheet.
(b) Interest accrued but not due on borrowings was previously disclosed under other financial liabilities for the presentation in the balance sheet. However, the same is now disclosed under Borrowings (other than debt securities). Prior year comparatives as at 31 March, 2023 have been reclassified by H 6.66 million from other financial liabilities to borrowings (other than debt securities).
(c) Interest expenses on income taxes was previously disclosed under other expenses for the presentation in the statement of Profit and Loss. However, the same is now disclosed under Finance costs. Prior year comparatives as at 31 March, 2023 have been restated by reclassifying H 7.50 million from other expenses to finance costs.
The management believes that these reclassification does not have any material impact on information presentated in the balance
sheet at the beginning of the preceding period, viz., 01 April, 2022. Accordingly, the Company has not presented third balance sheet
in the financial statements
54 OTHER STATUTORY INFORMATION
(a) Additional regulatory information required under (WB) (xiv) of Division III of Schedule III amendment, disclosure of ratios, is not applicable to the company for current and previous financial year as it is in broking business and not an NBFC registered under section 45-IA of Reserve Bank of India Act, 1934.
(b) During the year ended 31 March, 2024 and 31 March, 2023, there were no charges or satisfaction yet to be registered with Registrar of companies beyond the statutory period.
(c) During the year ended 31 March, 2024 and 31 March, 2023, the Company did not have any transactions which had not been recorded in the books of accounts that had been surrendered or disclosed as income during the current and previous 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).
(d) The company does not hold any benami property and no proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder during the year ended 31 March, 2024 and 31 March, 2023.
(e) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended 31 March, 2024 and 31 March, 2023.
(f) During the year ended 31 March, 2024 and 31 March, 2023, the Company is not declared wilful defaulter by any bank or financial institution or other lender.
(g) During the year ended 31 March, 2024 and 31 March, 2023, 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 Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(h) During the year ended 31 March, 2024 and 31 March, 2023, 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 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 to or on behalf of the Ultimate Beneficiaries.
(i) During the current and previous year the Company has complied with the requirements of the number of layers prescribed under Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
(j) During the current and previous year the Company has no transactions with the companies struck off under section 248 of Companies Act, 2013.
(k) For the current and previous financial year, quarterly statements of current assets filed with banks and financial institutions for fund borrowed from those banks and financial institutions on the basis of security of current assets are in agreement with the books of accounts.
55 RESTRUCTURING
The Board of Directors of the holding Company, at their meeting held on 09 August, 2023, approved the scheme of arrangement ("Scheme”) for transferring and vesting certain business undertakings of the Company, to its two wholly owned subsidiaries, Angel Securities Limited ("ASL”) and Angel Crest Limited ("ACL”) as a going concern, on slump sale basis, pursuant to which the broking business and depository participant operations of the Company being conducted through its two Business Undertakings (as defined in the said Scheme document), shall be transferred to Angel Securities Limited and Angel Crest Limited, respectively. The Scheme is subject to receipt of requisite approvals from the Stock Exchanges, the shareholders of the Company, its creditors, National Company Law Tribunal and other regulatory and statutory authorities, if any, under applicable laws.
56 The Company has used accounting software i.e. Oracle, Class and In-house, for maintaining its books of account and masters. The Company uses Oracle Fusion application (SaaS), cloud-based service for Oracle. The aforesaid accounting software have a feature of recording audit trail (edit log) facility and the audit trail was enabled and operated throughout the year for relevant transactions recorded therein. Further, there were no instance of tampering of such audit trail noted in above software. In respect to the underlying database for Oracle, any change to the supporting database can only be made using a service request to Oracle support team. The Company had not raised any such request to make any changes in supporting database. Further, Oracle being a SaaS provider, do not provide documentation to demonstrate the audit trail feature for direct data base changes at their end. For database supporting Class and In-house, the audit trail feature was partially enabled during the year. We assert that, we have strict user access control for accessing these applications i.e. Class and In-house. The access control includes authentication via VPN and robust approval mechanism.
57 SUBSEQUENT EVENTS
• The Board of Directors of the Company at its meeting held on 22 February, 2024 and a special resolution passed by the shareholders at the Extra-Ordinary General Meeting held on 15 March, 2024 approved the issue of securities through Qualified Institutional Placement. In accordance with the same Securities Issuance Committee at its meeting held on 02 April, 2024 allotted 5,870,818 equity shares of H 10 each at an issue price of H 2,555.01 per share (including securities premium of H 2,545.01 per share) aggregating to H 14,999.99 million. The net proceeds from the issue will be utilised towards funding working capital requirements of the Company and general corporate purposes. In accordance with IND AS 32, the cost that are attributable directly to the above transaction, will be recognised in equity.
• On 05 April, 2024, 21,247 equity shares are alloted towards exercise of ESOPs by employees under the LTI Plan 2021.
58 The standalone financial statements of the company were approved for issue in accordance with a resolution of the Board of
Directors on 17 April, 2024.
|