O. Provisions and Contingencies:
A provision is recognised when:
• The Company has a present obligation as a result of a past event;
• It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
• A reliable estimate can be made of the amount of the obligation.
Provisions are measured at the management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as finance costs.
The Company does not recognise contingent liabilities but it is disclosed in the financial statements unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent asset is not recognised in the financial statements.
P. Earnings per Share:
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share after considering the income tax effect of all finance costs associated with dilutive potential equity shares, and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
The Company has not issued any dilutive potential equity shares.
Q. Exceptional items:
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.
3. USE OF JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
While preparing financial statements in conformity with Ind AS, the management has made certain estimates and assumptions that require subjective and complex judgments. These judgments affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses, disclosure of contingent liabilities at the statement of financial position date and the reported amount of income and expenses for the reporting period. Financial reporting results rely on the management estimate of the effect of certain matters that are inherently uncertain. Future events rarely develop exactly as forecasted and the best estimates require adjustments, as actual results may differ from these estimates under different assumptions or conditions. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.
Judgment, estimates and assumptions are required in particular for:
a) Determination of the estimated useful life of tangible assets
Useful life of tangible assets is based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful life are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers' warranties and maintenance support.
b) Recognition and measurement of defined benefit obligations
The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Due to complexities involved in the valuation and its long-term nature, defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.
c) Recognition of deferred tax liabilities
Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilized business loss and depreciation carryforwards and tax credits. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.
d) Discounting of financial assets / liabilities
All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial assets / liabilities which are required to be subsequently measured at amortized cost, interest is accrued using the effective interest method.
3. A. Critical accounting judgments and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions about the reported amounts of assets and liabilities, and, income and expenses that are not readily apparent from other sources. Such judgments, estimates and associated assumptions are evaluated based on historical experience and various other factors, including estimation of the effects of uncertain future events, which are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on¬ going 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.
The following are the critical judgements and estimations that have been made by the management in the process of applying the Company's accounting policies and that have the most significant effect on the amount recognised in the financial statements and/or key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
(i) Assets acquired under finance lease
During the year 1991-92, the Company acquired under a finance lease from G.I.D.C., land situated at plot No.2, G.I.D.C. estate, N.H.No.8, Palej, Dist. Bharuch, Gujarat (India). The lease period is for 99 years which can be extended for another 99 years at the option of the Company.
(ii) Property, plant and equipment hypothecated as security
Equitable Mortgage(EM) over the entire fixed assets ranking pari- passu. First pari - passu charge over the entire existing fixed assets of the Company including EM over leasehold right ( leased by GIDC palej) over factory and admeasuring 241775 SQ MTR in Palej Industrial area consisting of 13, 14, 15, 16, 18, 20, 21, 22, 24tp, 25, 26, 27, 28tp, 35tp, 36/p. 37. 38, 39, 40tp, 43 44 45 46, 47and factory building premises situated thereon within the Village limit of Palej, Baruch , Gujarat Lease period is 99 years. residual period of lease 79 years.
(vi) Estimation of fair value
The fair values of the investment properties have been carried out by an independent valuer. The best evidence of fair value is current prices in an active market for similar properties. The investment properties have been fair valued using the sales comparison method in which due weightage has been given to property rates as evident from sales instances of comparable land and building found upon market enquiry, area, location, nearby civic amenities available etc. This is a Level 2 measurement as per the fair value hierarchy set out in fair value measurement disclosures.
• As per NCLT Order ,the Existing Paid up Equity and Preference Shares issued to promoters and their Associates/Nominees amounting to Rs.78,86,80,220/- (Equity Share of 3,19,21,366 of Rs.10 /-each amounting to Rs.3192.14/- Lakhs, 3,28,20,000 12.5% Cumulative Redeemable Non Convertible Preference Share of Rs.10/-each amounting to Rs. 3282.00/- Lakhs and 34,86,200 7% Cumulative Redeemable Non-Convertible Preference Shares of Rs.10/-each amounting to Rs. 348.62/- Lakhs) have been reduced to “NIL”.
Out of the Equity Share Capital of Rs. 496.60/- Lakhs, Public share holding was Rs. 26.60/- Lakhs Keeping the minimum Public holding requirement as per Regulation 19A (d) of the Securities Contract Regulation, Rule 1957, listed Companies are allowed to maintain at least 5% of the Capital instead of minimum required shareholding of at least 25% as the Company’s share capital is being restructured as per the Order of NCLT. However,the same is required to be raised to at least 10% within 12 months and subsequently at least 25% Public Share Holding to be achieved within maximum period of 3 Years from the date of short fall.
• As per Resolutions Plan, SRA (Successful Resolution Applicant) was allowed to infuse a sum of Rs.86.15 Crores in the form of capital and loan along with its associates and nominees. Out of the total authorised capital of Rs.5 Crores, SRA along with its affiliates /nominees is required to hold at least 51% equity of the company which will be under lock- -in period for a period of 3 Years. Pursuant to Resolution Plan and NCLT Order, out of total infusion of Rs.86.15 Crores, part of that amount i.e Rs.4.7 Crores was converted in to equity and allotted to SRA / its affiliates /lenders and Rs.26.60/- lakhs remains to Public.
(i) Loan from corporate (Security details )
(a) Primary : Hypothecation of entire current assets including Raw Metrial, Work in process, Finished goods, spares and consumables and receivables etc on pari-passu basis. Extension of Hypothecation of entire current assets (present and future on pari- passu basis).
(b) Collateral : Equitable Mortgage(EM) over the entire fixed assets ranking pan passu. First pari - passu charge on factory building and plant and machinery Pari- passu first charge over the entire existing fixed assets of the Company including EM over leasehold right ( leased by GIDC palej) over factory and admeasuring 241775 SQ MTR in Palej Industrial area consisting of 13, 14, 15, 16, 18, 20, 21, 22, 24tp, 25, 26, 27, 28tp, 35tp, 36/p. 37. 38, 39, 40tp, 43 44 45 46, 47and factory building premises situated thereon within the Village limit of Palej, Baruch , Gujarat Lease period is 99 years. residual period ot lease 79 years.
Risk Management framework
The Company is exposed to various risks in relation to financial instruments. The Company's financial assets and liabilities are summarised by category in note 35. The main types of risks to which the Company is exposed are market risk, credit risk, and liquidity risk. The Company's risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the Company's short to medium-term cash flows by minimizing exposure to volatile financial markets. The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options. The most significant financial risks to which the Company is exposed are described below.
(A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial assets such as trade receivables, security deposits, other receivables, etc. The Company's maximum exposure to credit risk is limited to the carrying amount of the following types of financial assets.
-Trade receivables -Fixed deposits with banks -Cash and cash equivalents
-Other financial assets measured at amortised cost
The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this 'information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained and used. The
a) Credit risk management
Cash and cash equivalent and Fixed deposits with banks
Credit risk related to cash and cash equivalents is managed by selecting highly rated banks and diversifying bank deposits and accounts in different banks across the country. Trade receivables
In the case of export sales, credit risk related to trade receivables is mitigated by taking letters of credit from overseas customers or making sales against advances where credit risk is high. The Company closely monitors the credit-worthiness of the customers and only sells goods to credit-worthy parties.
Other financial assets measured at amortized cost
Other financial assets measured at amortized cost include security deposits, export incentives receivables, and others. The Company does not see any credit risks from export incentives receivables since the counterparty involved is government authorities. Credit risk related to other financial assets is managed by 'monitoring the recoverability of such amounts continuously, while at the same time, internal control systems in place ensure the amounts are within defined limits.
b) Expected credit losses
Company provides expected credit losses based on the following
(B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which it operates. In addition, the Company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements, and maintaining debt financing plans.
(C) Market Risk
a) Foreign currency risk
Most of the Company's transactions are carried out in INR. Exposures to currency exchange rates arise from the Company's loan from the holding company, trade receivables in case of export sales, and trade payables denominated in Euro and USD. To mitigate the Company's exposure to foreign currency risk, non-INR cash flows are monitored in accordance with the Company's risk management policies. Generally, the Company's risk management procedures distinguish short-term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
b) Interest rate risk
The Company's policy is to minimize interest rate cash flow risk exposures on long-term financing. As at 31 March 2025, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates. Other borrowings i.e. loans from holding companies and redeemable preference shares are at fixed interest rates. The Company does not have any investments in bond or money markets and hence it is not exposed to any interest rate changes in financial assets. The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of /- 1% for the year ended 31 March 2025 (31 March 2024: /- 1%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
33. Capital management
The Company' s capital management objectives are
- to ensure the company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of the balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
36.Segment Reporting
Ind AS 108 Operating Segments requires Management to determine the reportable segments for the purpose of disclosure in financial statements based on the internal reporting reviewed by Chief Operating Decision Maker (CODM) to assess performance and allocate resources.
Operating segments are defined as 'Business Units' of the Company about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker or decision making group in deciding how to allocate resources and in assessing performance.
The Company is engaged in only one business segment. The Company is operating in a single geographical segment i.e. India. The management considers that these business units have similar economic characteristic nature of the product, nature of the regulatory environment etc. Based on the management analysis, the Company has only one operating segment, so no seperate segment report is given. The principle geographical areas in which company the Company operates is India.
37. In the opinion of the Board of Directors, Current Assets, Loans & Advances have value at which they are stated in the Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all know liabilities is adequate and not in excess of the amount reasonably necessary.
38. The company has no any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 in F.Y 2023-2024.
39. The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
40. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
41. The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
42. 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.
43. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
44. The Company do not have any such transaction which is not recorded in the books of accounts and 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).
45. The Company has paid / provided for excess remuneration to the managing director during FY: 2016-17, 2017-18 and 2018-19 without obtaining the approvals in accordance with Section 197 of the Act. The excess remuneration reversed is shown as recoverable from the Managing Director. The matter is disclosed under report on other legal and regulatory requirements section of independent auditor's audit report. The Company has filed suit against the Managing Director for the recovery of the excess amount of remuneration.
46. The company holds all the title deeds of immovable property in its name.
47. There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
48. The company is not declared as wilful defaulter by any bank or financial Institution or other lender.
49. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification / disclosure.
Reason for variance in the above ratios
Increase & decrease in ratio is because of adjustments (write off / write back) of assets and liabilities post take-over of the operations of the Company by the New Management pursuant to the NCLT order.
For M Sahu & Co. For Steelco Gujarat Limited
Chartered Accountants
Firm Registration No. 130001W
Anshoo Raj Khare Anoop Saxena
Director Managing Director
Partner (Manojkumar Sahu) DIN : 10311752 DIN : 10311727
M. No. 132613
UDIN : 25132623BMGYUQ2507
Parag Dave Mahendra Parekh
Company Secretary Chief Financial Officer
Vadodara : 26th May, 2025 Vadodara : 26th May, 2025
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