1. Terms and rights attached to equity shares
a) Voting
Each holder of equity shares is entitled to one vote per share held.
b) Dividends
During the year ended March 31, 2024, the company has recorded per share dividend of Rs. Nil (previous year Nil) to its equity holders.
c) Liquidation
In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining assets of the Company, after distribution of all preferential amounts, if any.
Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.
d) Bonus
No Bonus shares have been issued by the company during the period of five years immediately preceding the reporting date.
Description of nature and purpose of each reserve:
(a) Statutory Reserve u/s 45IC
Statutory Reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms of Section 45-IC of the Reserve Bank of India Act, 1934.
(b) Share Premium
Created to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.
(c) Warrant Reserve
During the year 4,50,00,000 Fully Convertible Warrants lapsed on September 15, 2023, due to nonconversion of the warrants into fully paid equity shares of the company within the stipulated time period of eighteen-months from the date of allotment. Further, the upfront amount of 25% of the issue price paid by the allottees w.r.t. 4,50,00,000 Warrants have been forfeited by the company and amount transferred to warrant reserve in other equity.
(d) Issue of Convertible Warrants
The company allotted 7,00,00,000 convertible warrants to the promoter and non-promoter group in pursuance to the approval given by the share holders in the Extra Ordinary General meeting held on 24/02/2022. Each warrant was entitled to convert into equal number of equity shares within a period of 18 months from the date of allotment of warrant at the rate of 9.90. A warrant option @25% of application and balance 75% on conversion of warrant into equity shares within the stipulated time period. The company has received 25% application money of Rs. 17,32,50,000 on 15/03/2022 for 7,00,00,000 convertible warrants and balance 75% of Rs. 18,56,25,000 for conversation of 2,50,00,000 warrant into equity shares on 23/05/2022 which had reflected in Schedule 19 of the Balance Sheet 2022-23.The promoter and nonpromoter group did not exercisefor 4,50,00,000 fully convertible warrants hence the Board forfeited the option warrant in their Board Meeting held on 15/09/2023 and transferred a sum of Rs. 11,13,75,000 into warrant Reserve Account which has reflected in Schedule 19 of the Balance Sheet 2023-24.
(e) Retained Earnings
Retained Earnings are the accumulated profits earned by the Company till date, less transfer to general reserves, special reserves, dividend (including dividend distribution tax) and other distributions made to the shareholders.
(f) Other Comprehensive Income
The company recognises change on account of remeasurement as part of other comprehensive income which comprises of actuarial gains and losses on the investments held by the company.
The Company has elected to recognise changes in the fair value of certain investments in equity securities and debt instrument in other comprehensive income. These changes are accumulated in the FVOCI equity investments reserve. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised or sold. Any impairment loss on such instruments is reclassified to Profit or Loss.
28. Contingent liabilities and commitments
i. A demand of Rs. 2621.98 Lacs has been imposed on the Comapny by Income Tax Department as at March 31,2024 (March 31,2023 Rs. 2667.15 Lacs). The Company has filed appeal before Commissioner of Income Tax (Appeals), Kanpur, against the said demands raised by the Income Tax Department.
ii. Penalty by SEBI
SEBI initiated adjudication proceedings under Section 15HA OF SEBI Act, 1992 for vioations of Sections 12A(a), (b), (c) of SEBI Act r/w Regulations 3(a), (b), (c), (d) and Regulations 4(1) of SEBI (PFUTP) Regulations, 2003. After consideration, the adjudicating officer under Section 15-I of SEBI ACT r/w Rule 5 of the Adjudication Rules, imposed a penalty of Rs. 10,00,000 on the company through order dated May 31,2021. In response to this, the company filed an Appeal in Securities Appellate Tribunal (SAT). Consequently, SAT quashed the SEBI Adjudication order along with the penalty imposed through order dated September 12, 2023.
Level 1: It includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of financial assets and liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes of similar instruments.
b). Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- Credit risk
- Liquidity risk
- Interest rate risk
- Market/Systematic Risk Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors have authorised senior management to establish the processes and ensure control over risks through the mechanism of properly defined framework in line with the businesses of the company.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Company has policies covering specific areas, such as interest rate risk, foreign currency risk, other price risk, credit risk, liquidity risk, and the use of derivative and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis.
i. Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the balance sheet:
Particulars
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As at
March 31, 2024
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As at
March 31, 2023
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T rade Receivables
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—
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40.14
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Cash and Cash Equivalents
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4.37
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3.10
|
Bank Balances other than Cash and Cash Equivalents
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89.57
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46.96
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Investments
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2,113.60
|
1,595.53
|
Loans
|
11,088.45
|
11,566.59
|
Other Financial Assets
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105.46
|
—
|
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers.
The Company's credit risk is primarily to the amount due from customer. The Company maintains a defined credit policy and monitors the exposures to these credit risks on an ongoing basis. Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with scheduled commercial banks with high credit ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the economic environment in which it operates. The Company manages its Credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.
On adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivable. The management uses a simplified approach (i.e. based on lifetime ECL) for the purpose of impairment loss allowance, the company estimates amounts based on the business environment in which the Company operates, and management considers that the trade receivables are in default (credit impaired) when counterparty fails to make payments for receivable more than 180 days past due. However, the Company based upon historical experience determines an impairment allowance for loss on receivables.
This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors. Further, the Company does not anticipate any material credit risk of any of its other receivables.
# The Company believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk.
There was no movement in the allowance for impairment in respect of trade receivables. ii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company believes that its liquidity position, including total cash (including bank deposits under lien and excluding interest accrued but not due) of ^ 93.94 lacs as at March 31, 2024 (March 31, 2023: ? 50.06 lacs) and the anticipated future internally generated funds from operations will enable it to meet its future known obligations in the ordinary course of business.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company's policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash and funding from group companies to meet its liquidity requirements in the short and long term.
The Company's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company's liquidity position on the basis of expected cash flows.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and includes interest accrued but not due on borrowings.
The above amounts reflects the contractual undiscounted cash flows which may differ from the carrying value of the liabilities at the reporting date.
iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, the Company mainly has exposure to one type of market risk, interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
Exposure to interest rate risk
The Company's interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. During the year ended March 31,2023 & March 31,2024 the Company does not have any variable rate borrowings hence no exposure of interest rate risk.
33. Capital Management
For the purpose of the Company’s capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
To maintain or adjust the capital structure, the Company may return capital to shareholders, raise new debt or issue new shares.
34. Segment Reporting
The Company is engaged in a single segment i.e. Financial / Investment Activities, hence there is no separate reportable segment as per I nd AS 108.
35. ADDITIONAL DISCLOSURE REQUIREMENTS
(i) Relationship With Struck off Companies
The Company has not entererd into any transactions with struck off companies.
(ii) Registration of Charges or Satisfaction With Registrar of Companies (ROC)
There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(iii) Compliance With Number of Layers of Companies:
The Clause (87) of Section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable to the Company.
(iv) Utilization of Borrowed Funds and Share Premium
(A) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) 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) 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 on behalf of the Ultimate Beneficiaries.
(v) Undisclosed Income
The Company has disclosed all its Income appropriately and in the ongoing Tax Assessments as well there has not been any such undisclosed income recognised by the relavant tax authorities.
(vi) Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(vii) Disclosure of Benami Property
The Company does not possess any benami property under the Benami Transactions (Prohibition) Act, 1985 and rules made thereunder.
(viii) Disclosure of Borrowings
The Company does not have any borrowings from banks and financial institutions during the year and as at March 31,2024.
(ix) Wilful Defaulter
The Company has not been declared as Wilful Defaulter by any Bank or Financial Institution or other Lender.
(x) Title Deeds of Immovable Properties held in Name of the Company
Title deeds of immovable properties (including properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company.
(xi) Revaluation of Property, Plant and Equipment
No Property, Plant and Equipment is revalued by company during the year.
(xii) Revaluation of Intangible Asset
No Intangible asset is revalued by company during the year.
(xiv) Investment in property
No investment property is held by the company as at Balance sheet date.
(xv) Disclosure on Loans and Advances
The Company provided advance to Filmcity Media Limited during the year, which will be repaid as per the terms and conditions agreed upon. Necessary board approvals were taken for providing the adavnce to Filmcity Media Limited. The Company has not granted any other loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment, to promoters, directors, KMPs and other related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person.
Terms and conditions of transactions with the related parties:
i) The terms and conditions of the transactions with key management personnel were no more favorable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm’s length basis.
ii) All outstanding balances with these related parties are priced on an arm’s length basis and are to be settled in cash/bank. None of the balances are secured.
37. Public Deposits
The Company has not accepted any deposits from public during the year ended on 31st March, 2024 & previous year ended on 31st March, 2023.
Note : Pursuant to Taxation Laws (Amendment) Ordinance 2019, the company intends to exercise the option permitted u/s 115BAA of the Income Tax Act,1961 to compute Income Tax at the rate (i.e. 25.17%) from the current Financial Year. The Tax expense for the quarter and year ended March 31,2024 is after considering the impact of Revised Tax Rates and accordingly by revising the annual effective Interest tax rates, deferred tax assets/liabilities have been re-measured.
39. There are no borrowing costs that have been capitalised during the year ended March 31,2024 and March 31,2023.
40. There have been no events after the reporting date that require adjustment/disclosure in these Financial Statements.
41. Provision for Tax is made for both Current and Deferred Taxes. Provision for current Income Tax is made on the Current Tax Rates based on assessable Income.
42. Balance due to / from some of the parties are subject to confirmation.
43. Previous year’s figures are regrouped, reclassified and rearranged wherever considered necessary to confirm to current year’s presentation.
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