b) Terms / Rights attached to Equity Shares
i) The Company has only one class of shares - referred to as - equity shares having a par value of' 10 per share. Each holder of equity shares is entitled to one vote per share.
ii) As per the Companies Act, 2013, in the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all the preferential amounts. However, no such preferential amounts exists currently. The distribution will be in the proportion to the number of equity shares
iii) The Company declares and pays the dividend in Indian Rupees ('). The payment of dividend is also made in foreign currency to the shareholders outside India. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in their ensuing Annual General Meeting (AGM), except in case of interim dividend.
Description of Nature and Purpose of the Reserves
Capital Reserve: The Capital Reserve was created out of the capital incentive received from the Sales Tax Department for setting up manufacturing plants in the State of Maharashtra. The incentive is
a) subject to certain terms and conditions, and any non - compliance with these may result in forfeiture of the incentive.
Equity Instruments through Other Comprehensive Income: This represents the cumulative gains or losses arising from the revaluation of equity instruments measured at fair value through other ) comprehensive income (FVOCI), under an irrevocable option, net of amounts reclassified to retained earnings upon disposal of such instruments.
Nature of Securities and Term of Repayments
a) Hire purchase loans from banks and financial institutions are secured by way of hypothecation of the respective vehicles financed through such borrowings. The loans are repayable as per the respective repayment schedules stipulated by the lending banks and financial institutions.
b) Term loans from related parties are unsecured and repayable on demand.
a) The term deposit overdraft facilities with IDBI Bank Limited are secured by a lien on the term deposits held by the Company with the bank. Additionally, these credit facilities are further secured by irrevocable personal guarantees provided by two of the Company's directors, Shri Harish Agrawal and Shri Dinesh Agrawal. The said overdraft facilities were fully repaid and squared off during the reporting period.
b) The term deposit overdraft facilities with Nagpur Nagrik Sahakari Bank Limited are secured by a lien on the term deposits held by the Company with the bank. These facilities are further secured by irrevocable personal guarantees of two of the Company's directors, Shri Harish Agrawal and Shri Dinesh Agrawal.
c) The working capital loan from Nagpur Nagrik Sahakari Bank Limited is secured by a first pari-passu charge by way of hypothecation over the Company’s entire inventories, book debts, receivables, and other current assets, both present and future. The facility is further secured by a first pari-passu charge on the Company’s immovable property, plants and equipment, including an equitable mortgage on the commercial land and building situated at "Plot No. 158, Behind Mehta Petrol Pump, Prabhu Steel Square, Small Factory Area, Bhandara Road, Wardhman Nagar, Nagpur", which is held in the name of the Company.
d) The working capital loan from Nagpur Nagrik Sahakari Bank Limited is further secured by irrevocable personal guarantees of all three directors of the Company, Shri Harish Gangaram Agrawal, Shri Dinesh Gangaram Agrawal, and Shri Krishanu Harish Agrawal.
** Acceptances include arrangements, whereby operational suppliers of goods and services are initially paid by banks and financial institutions. However, the Company continues to recognize the corresponding liabilities until settlement is made with the respective banks and financial institutions, which is norm.ally effected within a period of 90 days. The outstanding amount under such arrangements as at the reporting date is ^ NIL (Prev Year ^ NIL).
*** Refer "Note No. 35B" for the information of credit risk and market risk for Trade Payables.
# The Company has certain outstanding dues to suppliers registered under the Micro, S:mall and Medium Enterprises Development Act, 2006 (“MSMED Act, 2006”). The disclosures pursuant to the said Act are as follows:
Dues to Micro, Sm.all and Medium Enterprises have been determined to the extent such parties have been identified based on information and records available with the Company's management. This information has been relied upon by the auditors.
Performance Obligations
Sales of Product: The performance obligation in respect of sale of goods is satisfied upon transfer of control of the goods to the customers, which generally occurs upon delivery. Payment is typically due as per the terms of the contract with the customers.
Sales of Service: The performance obligation in respect of sale of services is satisfied over a period of time and is also based on acceptance from the customers. For such services, payment is generally due upon completion of the services and receipt of customer acceptance.
The Company does not have any remaining performance obligations as the contracts entered into for the sale of goods and rendering of services are of short duration.
During the previous reporting period, the Company disposed of one of its leasehold land parcels located at Small Factory Area, Nagpur. The disposal has not impacted the Company’s ability to continue as a going concern.
32 Consolidated Financial Statements
During the current and previous reporting periods presented under the Ind AS financial statements, the Company has neither subsidiaries nor associates or joint ventures. Accordingly, the requirements of disclosure under Ind AS 110, "Consolidated Financial Statements", are not applicable to the Company.
33 Segment Reporting
During the current and previous reporting periods presented under the Ind AS financial statements, the Company has operated in a single business segment, i.e., trading of iron and steel. Accordingly, the requirements of disclosure under Ind AS 108, "Operating Segments", are not applicable to the Company for any of the reporting periods presented.
The Company does not hold any quoted or unquoted debentures or bonds that are measured at Fair Value through Other Comprehensive Income (FVTOCI). Accordingly, the disclosure requirements under Ind AS 109, “Financial Instruments”, relating to such instruments are not applicable to the Company for any of the reporting periods presented in the financial statements.
ii) Financial Instruments measured at Fair Value through Profit or Loss
The Company does not hold any quoted or unquoted mutual funds, equity shares (other than investments in associates and other entities in which the Company has significant influence which are being measured at amortized cost), or foreign currency forward exchange contracts. Further, the Company does not hold any investments measured at fair value through profit or loss (FVTPL). Accordingly, the disclosure requirements under Ind AS 109, “Financial Instruments”, relating to fair value measurement are not applicable to the Company for any of the reporting periods presented in the financial statements. The Company holds certain unquoted equity instruments, which it has opted to measure at amortized cost, in accordance with the applicable provisions of Ind AS 109, “Financial Instruments”.
The Company does not have any financial liabilities that are measured at fair value through profit or loss (FVTPL). Accordingly, the disclosure requirements under Ind AS 109, “Financial Instruments”, relating to such measurements are not applicable to the Company for any of the reporting periods presented in the financial statements.
iii) Financial Instruments measured at Amortized Costs
The carrying amounts of financial assets and financial liabilities measured at amortized cost in the financial statements reasonably approximate their fair values, as the Company does not expect any significant difference between the carrying amounts and the amounts that would be received or settled in the normal course of business.
“Note No. - 35B” - Financial Risk Management - Objectives and Policies
The Company’s principal financial assets primarily include loans, investments, security deposits, cash and cash equivalents, other bank balances, and trade and other receivables, all of which arise directly from its business operations. The Company’s financial liabilities mainly comprise borrowings in Indian currency, retention money, trade payables, and other payables. These financial liabilities are primarily used to finance the Company’s operational activities and to provide guarantees in support of its business operations.
The Company is exposed to market risk, credit risk, and liquidity risk arising from its financial instruments. The Board of Directors (“the Board”) oversees the management of these financial risks. The Company has formulated a risk management policy, approved by the Board, which outlines the Company's approach to managing uncertainties in its pursuit of both stated and implicit objectives. The policy defines the roles and responsibilities of the management, establishes a structured framework for risk management, and sets out the processes for identifying, assessing, and mitigating financial risks. The objective of this framework is to minimize potential adverse impacts on the Company’s financial performance. Based on the available information and prevailing conditions, the Board has taken necessary actions to mitigate the identified risks.
The following disclosures summarize the Company’s exposure to various financial risks, along with information regarding the use of derivatives, if any, employed to manage such exposures. Quantitative sensitivity analyses have been provided to illustrate the potential impact of reasonably possible changes in market rates on the Company’s financial results, cash flows, and financial position.
1) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk primarily comprises three types of risk: interest rate risk, currency risk, and other price risk. Financial instruments that are impacted by market risk include loans and borrowings denominated in domestic currency, retention money, trade and other payables, trade receivables, and derivative financial instruments.
a) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash outflows of a financial instrument will fluctuate due to changes in market interest rates. An increase in interest rates would adversely impact the Company’s borrowing costs. The Company is exposed to interest rate risk on both long-term and short-term borrowings. To manage this risk, the Company regularly monitors its mix of fixed and floating rate instruments and takes appropriate actions to maintain an optimal balance. The Company has not entered into any interest rate derivative contracts during the reporting periods.
b) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial exposure will fluctuate due to changes in foreign exchange rates. As the Company operates exclusively in domestic markets and does not have any foreign currency exposures, this risk is not applicable to the Company for any of the reporting periods presented in the financial statements. (Refer “Note No. 46" for further reference).
c) Other Price Risk
Other price risk is the risk that the fair value of financial instruments will fluctuate due to changes in market-traded prices. This risk primarily arises from financial assets such as investments in quoted equity instruments. The Company is exposed to price risk mainly from its investments in quoted equity instruments measured at fair value through other comprehensive income (FVTOCI). As at March 31, 2025, the carrying value of such quoted equity instruments recognized at FVTOCI is ? 113.91 Lakhs (March 31, 2024, ? 113.91 Lakhs). Details of these investments are disclosed in “Note No. 4".
The Company is primarily exposed to fluctuations in the market - traded prices of its investments in quoted equity instruments, which are recognized in other comprehensive income. A sensitivity analysis showing the impact of reasonably possible changes in market prices of these instruments, based on their fair values as at the reporting date, is presented below:
If the equity prices had been higher / lower by 10% from the market price existing as at March 31, 2025, other comprehensive income (OCI) for the period ended would increase by ' 11.39 Lakhs (Previous Year ' 11.39 Lakhs) and decrease by ' 11.39 Lakhs (Previous Year ' 11.39 Lakhs) respectively with the corresponding increase / decrease in total equity of the Company as at March 31, 2025. 10% represents the management’s assessment of reasonably possible changes in equity prices.
The Company is not exposed to price risk arising from investments in bonds recognized at FVTOCI.
2) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in a financial loss to the Company. The Company is primarily exposed to credit risk arising from its financial assets, which include trade receivables, other balances with banks, and other financial assets such as other receivables.
The Company has adopted a policy of transacting only with counterparties that possess sufficiently high credit ratings. The credit risk exposure and creditworthiness of these counterparties are continuously monitored, and the aggregate value of transactions is reasonably distributed to avoid significant concentration of credit risk.
Credit risk arising from term deposits and other balances with banks is considered minimal, as the counterparties are banks and recognized financial institutions with high credit ratings assigned by international credit rating agencies. No collateral is held against these balances.
The average credit period for sale of products ranges from 60 to 90 days. Credit risk arising from trade receivables is managed in accordance with the Company’s established policies, procedures, and controls relating to customer credit risk management. The creditworthiness of each customer is assessed based on a detailed evaluation, and individual credit limits are defined or revised accordingly. The Company’s exposure to credit risk is diversified, as the customer base is large and not concentrated. Only a few customers represent more than 10% of the total trade receivables balance. As a practical expedient, the Company measures the expected credit loss (ECL) on trade receivables using a provision matrix. The matrix is based on historically observed default rates over the expected life of the trade receivables and is adjusted for forward - looking estimates. The provision matrix as at the end of the reporting period is as follows:
3) Liquidity Risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its financial obligations as they fall due, particularly those settled by delivering cash or another financial asset. This risk may arise from an inability to quickly liquidate financial assets at or near their fair value, or from insufficient cash flows to meet short-term and long - term commitments.
The Company has an established liquidity risk management framework to manage its short - term, medium -term, and long - term funding and liquidity requirements. Liquidity risk primarily arises due to mismatches in the maturities of financial assets and liabilities. To manage this risk, the Company maintains adequate levels of cash and cash equivalents. In addition, the Company has access to sufficient sanctioned credit facilities from banks, ensuring that it can meet its operational commitments in a timely and cost - effective manner.
The Company believes that its liquidity positions {As at March 31, 2025 ' 116.13 Lakhs (Previous Year ' 180.47 Lakhs)}, anticipated future internally generated funds from operations, and its fully available revolving undrawn credit facilities will enable it to meet its future known obligations in the ordinary course of business. However, if liquidity needs were to arise, the Company believes it has access to financing arrangements, value of unencumbered assets, which should enable it to meet its ongoing capital, operating and other liquidity requirements.
The liquidity position of the Company mentioned above, includes;
i) Cash and Cash Equivalents as disclosed in the Cash Flow Statements
ii) Current / non - current term deposits as disclosed in the other financial assets.
The Company’s liquidity management process as monitored by the managements, includes:
i) Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
ii) Maintaining rolling forecasts of the Company’s liquidity position on the basis of expected cash flows.
iii) Maintaining diversified credit lines.
“Note No. - 35C” - Capital Management
The Company adheres to a robust Capital Management framework which is underpinned by the following guiding principles.
a) Maintain the financial strength to ensure good rating domestically and investment grade ratings internationally.
b) Ensure financial flexibility and diversify the source of financing and their maturities to minimize liquidity risk while meeting its investment requirements.
c) Ensure sufficient liquidity is available (either through cash and cash equivalents, investments or committed credit facilities) to meet the needs of the business.
d) Minimize the finance costs while taking into consideration current and future industry, market and economic risks and conditions.
e) Safeguard its ability to continue as going as a going concern.
f) Leverage optimally in order to maximize shareholder’s returns while maintaining strength and flexibility of the Balance Sheet.
This framework is adjusted based on underlying macro-economic factors affecting the business environment, financial market conditions and interest rates environment.
The Board of Directors of the Company has primary responsibilities to maintain a strong capital base and reduce the cost of capital through a prudent management of deployed fund and leveraging in domestic and international financial market so as to maintain investors, creditors and market confidence and to sustain future development of the business.
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholders value.
As at March 31, 2025 and March 31, 2024, the Company has only one class of equity shares and has low debts. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or reinvestment into business based on its long - term financial plans.
The Company manages its capital on the basis of the Net Debt to Equity Ratio which is Net Debt (Total Borrowings net of Cash and Cash Equivalents) divided by total equity.
a) The Company has been entering into transactions with the related parties for its business purpose. The process followed for entering into transactions with these related parties are same as followed for unrelated parties. Vendors are selected competitively having regard to strict adherence to quality, timely servicing and cost advantage. Further related party vendors provide additional advantage in terms of:
i) Supplying products primarily to the Company.
ii) Advanced and innovative technology.
iii) Customization of products to suit the Company's specific performance.
iv) Enhancement of the Company's purchase cycle and assurance of just in time supply with resultants benefits -notably on working capital.
b) The sales to and purchases from the related parties are made on the term equivalents to and those applicable to all unrelated parties on arm's length transactions.
c) Outstanding balances of the related parties at the end of the reporting period are unsecured, interest free and will be settled in the cash on demand basis.
i) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken as at the balance sheet date. The Company has not defaulted in the repayment of principal and interest thereon on all the loans obtained from banks and financial institutions during the reporting period and previous reporting period.
ii) The title deed in respect of self - constructed building and title deeds of all other immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in the favor of the Company), disclosed in the financial statements and included under the head of property, plants and equipment are held in the name of the Company as at the Balance Sheet date. In respect of the immovable properties taken on lease by the Company, the lease agreements are in the name of the Company as at the Balance Sheet date.
iii) There are no loans and advances in the nature of loans are granted to promoters, directors, key managerial parties and the other related parties including the subsidiaries, associates and joint venture (as defined under the Companies Act, 2013), either severally and jointly with any other person that are;
a) repayable on demand or;
b) without specifying any terms or period of repayments.
iv) The Company does not have benami property held in its name. No proceeding has been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (4 5 of 1988) and the relevant Rules made thereunder.
v) The Company has been sanctioned working capital limit from bank and financial institutions on the basis of security of current assets. The monthly / quarterly returns and the statements filed by the Company with such banks and financial institutions are in agreements with the books of accounts of the Company.
vi) The Company has not been declared as a willful defaulter by the banks and the financial institutions or other lender or government or any government authorities.
vii) The Company has not been entered any transactions with the companies struck off as per the section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 2013, hence the details related to the same has not been furnished.
viii) The Company does not have any charges or satisfaction of charges which is yet to be registered with the Registrar of Company beyond the statutory period.
ix) The Company neither subsidiaries nor associates and nor joint ventures, hence the requirements with respect to the number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017 is not applicable.
x) Utilization of borrowed funds and share premium
1) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (intermediaries) with the understanding that the intermediaries shall:
a) 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;
b) Provide any guarantee, security or the like to or on behalf of the Ultimate beneficiaries.
2) The Company has not received any funds from persons or entities, including foreign entities (Funding Parties) 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 to or on behalf of the Ultimate beneficiaries.
xi) There have been no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the reporting period and previous reporting period in the tax assessments under the Income Tax Act, 1961.
xii) The Company has neither traded nor invested nor advanced in Crypto or Virtual Currency during the reporting period and previous reporting period.
42 Corporate Social Responsibility
The Company does not meet the eligibility criteria as specified under section 135 of the Companies Act, 2013. Accordingly, the provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company for any of the reporting periods presented under the Ind AS financial statements.
43 Dividend
During the current and previous reporting periods, the Board of Directors of the Company has not declared any interim dividend at their respective meetings, in accordance with the provisions of section 123 of the Companies Act, 2013. Further, the Board of Directors has not proposed any final dividend at its meeting held on May 24, 2025, for the financial year ended March 31, 2025.
46 Details of Hedge and Unhedged Exposures in Foreign Currency Denominated Monetary Items
A) Exposure in Foreign Currency - Hedged
The Company does not enter into any forward exchange contracts to hedge its foreign currency exposures arising from underlying transactions and firm commitments. Further, the Company has not entered into any derivative instruments for trading or speculative purposes during the reporting period as well as the previous reporting period presented in the financial statements.
B) Exposure in Foreign Currency - Unhedged
The Companydoes not have anyunhedged foreign currency exposure, whether in respect ofreceivables orpayables, as at the end ofthe reporting period and the previous reporting period. Accordingly, the disclosure requirements under this clause are not applicable to the Compa ny.
47 The Securities and Exchange Board of India (“SEBI”) received a Financial Reporting Quality Review Report (“FRQRR”) dated February 14, 2022, from the National Financial Reporting Authority (“NFRA”) in relation to the Company, wherein serious lapses were noted with respect to the application of accounting and auditing standards for the financial year ended on or before March 31, 2021. Pursuant to the said report, SEBI conducted an investigation to determine whether there was any misrepresentation in the financial statements of the Company under the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, or any other applicable rules, regulations, or directions issued by SEBI. Based on the findings of the investigation, SEBI initiated adjudication proceedings against the Company, Shri Dinesh Gangaram Agrawal (Director), Shri Harish Gangaram Agrawal (Director), and Smt. Akshita Agrawal (Chief Financial Officer) under section 15HB of the SEBI Act, 1992, and sections 23A(a) and 23(H) of the Securities Contracts (Regulation) Act, 1956, for violations of various provisions. After considering all relevant facts and circumstances, SEBI passed an Adjudication Order dated April 15, 2024 (Order No. Order/AS/RM/2024-25/30267-30270), imposing a penalty of ? 03.00 Lakhs each on the Company and the aforementioned individuals. The Company has filed an appeal against the said SEBI Order before the Securities Appellate Tribunal (SAT), Mumbai, which is currently pending adjudication.
The above - mentioned loans have been extended for the business purposes of the respective recipients and have been utilized accordingly. These loans are unsecured in nature and are repayable on demand.
Loans extended to employees (including directors) under various employee benefit schemes of the Company have been considered to be outside the purview of related party disclosure requirements, in accordance with the applicable accounting standards and regulatory provisions.
The Code on Social Security, 2020 (the “Code”), which subsumes various existing laws relating to employee benefits during employment and post - employment, received Presidential assent on September 28, 2020, and has been published in the Official Gazette of India. However, the effective date of implementation of the Code and the final rules thereunder are yet to be notified by the Central Government. The Company will evaluate the impact of the Code and its related rules once they are notified and will give effect to any changes in accounting of employee benefits in the period in which the Code becomes effective. Based on a preliminary assessment, the Company does not expect any material financial impact on its financial statements.
The financial statements are approved for issue by the Audit Committee at its meeting held on May 24, 2025, and by the Board of Directors on their respective meeting held on May 24, 2025.
Previous years audited figures has been regrouped / recasted / rearranged wherever necessary to make them comparable for the purpose of preparation and presentation of Ind AS financial statements.
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