(C) Terms and rights attached to equity shares
The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
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 preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(A) Capital Reserve
I t represent the gain of capital nature which mainly include the excess of value of net assets acquired over consideration paid by the company for business combination in earlier years.
(B) Securities Premium
Securities premium is used to record the premium on issue of shares. This reserve is utilized in accordance with the provisions of the Act.
(C) General Reserve
The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
(D) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends paid or other distributions out of reserves to shareholders.
(E) Other Comprehensive Income - Others
It represent gain/(loss) on Unquoted Long Term Investments recognised on fair value through other comprehensive income.
Security and Repayment terms:
(a) The classification of loans between current liabilities and non-current liabilities continues based on repayment schedule under respective loan agreements as no loans have been recalled due to non compliance of conditions under any of the loan agreements.
(b) Secured rupee term loans from banks: Secured against first and exclusive charge over the assets purchased out of loan. Secured collaterally by extension of charge over remaining block assets and current assets of the company. Further secured by personal guarantee of promoter director of the company (Mr Mukhtarual Amin, Mr. Zafarul Amin & Mrs Sahina Mukhtar).
(c) Loans availed from banks in INR carry interest rate of One year MCLR spread-concession (i.e 10.35% as at March 31, 2025) and repayable in 54 Equated Monthly Instalments (EMIs) starting from April 2024.
(d) Scheduled repayments: Contractual repayments in case of loans from banks (including Current maturities disclosed under other Current financial liabilities:
(a) Government Grant under IDLS, the deferred grant income is recognized in Statement of Profit and Loss on a systematic basis over the useful life of asset on which such grant is received subject to compliance of other terms & conditions of the scheme.
(b) Under EPCG scheme, the Company is committed to export prescribed times of the duty saved on import of capital goods over a specified period of time apart from maintaining average export growth. In case such commitments are not met, the Company would be required to pay the duty saved along with interest to the regulatory authorities. The deferred grant income is recognized in Statement of Profit and Loss on a systematic basis over the periods in which the related performance obligations are fulfilled.
(A) Security
Working Capital Loans are primarily secured by hypothecation of present and future Current Assets and Actionable Claims (viz. Inventories, trade receivable / book debts, outstanding monies, receivable claims, bills and materials in transit.
These are further collaterally secured by extension of charge over moveable and immoveable properties of the company.
Further secured by personal guarantee of promoter director of the company (Mr Mukhtarual Amin, Mr. Zafarul Amin & Mrs Sahina Mukhtar).
(B) Rate of Interest
INR working capital credit facilities carry interest rates ranging from 6.35% to 10.35% p.a. (as at March 31,2024: from 6.50% to 9.50% p.a.) net of interest subvention. Foreign Currency Loan (Buyers Credit) carry interest rate of 4.55% p.a. (as at March 31, 2024: 4.55% p.a.)
Unsecured Loan from associate and other related parties carries interest ranging from 7% to 12%
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33. Contingent liabilities
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(Rs. in Lacs)
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Particulars
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2024 - 25
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2023 - 24
|
|
Rs. in Lacs
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Rs. in Lacs
|
|
i. Claim against the company not acknowledged as debt
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NIL
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NIL
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ii. Contingent Liabilities in respect of:
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|
|
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(a) Corporate Guarantee(s) to bank(s) against credit
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|
|
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facilities extended to Wholly Owned Subsidiaries
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|
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in UAE, UK and Spain
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1,267.92
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587.34
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(b) Bank Guarantee outstanding
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1,820.77
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1,012.39
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Above claims are likely to be decided in favour of the company, hence not provided for.
The amount shown above represents the best possible estimates arrived on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of the different legal process which have been invoked by the company or the claimants as the case may be and therefore it cannot be estimated accurately. The Company does not expect any reimbursement in respect of above contingent liabilities.
34. Disclosure pursuant to Ind AS 19 “Employee Benefits”:
(a) Defined Contribution Plan
The employees of the Company are members of a state-managed retirement benefit plans namely Provident fund and Pension and Employee State Insurance (ESI) operated by the Government of India. The Company is required to contribute a specified percentage of payroll costs to the retirement benefit and ESI schemes.
The only obligation of the company with respect to such retirement and other benefit plan is to make the specified contributions.
The Company has recognized the following amounts in the Income Statement during the year under 'Contribution to staff provident and other funds' (refer note 27)
(H) Risk Exposure - Asset Volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities.
These are subject to interest rate risk and the fund manages interest rate risk derivatives to minimize risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments % which have low correlation with equity securities.
The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit.
ii) Mortality rates considered are as per the published rates in the India Assured Lives Mortality (2012-14).
iii) Leave policy: Leave balance as at the end of the calendar year is encashed and balance leaves earned thereafter to the extent not availed by the employees are provided in the accounts.
iv) The discount rate should be based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities.
v) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over entire life of the related obligation.
vi) The assumption of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion, supply and demand and other relevant factors.
vii) Short term compensated absences have been provided on actual basis.
d) Security provided:
The company has not provided any other security to/for any of its subsidiaries and associates excepting the corporate guarantee
as mentioned at para (c) herein above.
36. The company has investment of Rs. 1,785.39 Lacs as at 31.03.2025 (As at 31.03.2024: Rs. 1,785.39 Lacs ) in the shares of Linea De Seguridad SLU, a wholly owned subsidiary of the company (WOS). Further the company has Trade Receivable amounting to Rs. 130.86 Lacs (As at 31.03.2024: Rs. 366.99 Lacs) & Advance of Rs. 22.10 Lacs (As at 31.03.2024: Rs. 49.65 Lacs) from/ to the WOS. The net worth of WOS has substantially eroded due to operational losses and in view of the fact, the management has considered that there may be possibility of impairment in carrying value of investment. Accordingly, the management has performed an impairment assessment and estimated the recoverable amount of its Investment in WOS using 'Discounted Cash Flow Valuation Model' (DCF). DCF is complex and involve the use of significant estimates and assumptions of the management that are dependent on expected future market and economic conditions. As per the assessment done by the management and valuation specialist there is no impairment, accordingly, no provision is considered necessary for any diminution in value of investment.
40. Financial Instruments
(i) Capital Management
The Company's capital management is intended to create value for shareholders by facilitating the meeting of long-term and short-term goals of the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity and other long-term/short-term borrowings. The Company's policy is aimed at combination of short-term and long-term borrowings.
The Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
(ii) Categories of financial instruments
Calculation of Fair Values
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and
assumptions were used to estimate the fair values of financial instruments:
a) The fair values of investment in quoted investment in equity shares is based on the current bid price of respective investment as at the Balance Sheet date.
b) The fair value of the long-term borrowings carrying floating-rate of interest is not impacted due to interest rate changes and will not be significantly different from their carrying amounts as there is no significant change in the under-lying credit risk of the Company (since the date of inception of the loans).
c) The fair value of loans from banks and other financial indebtedness as well as other non current financial liabilities is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.
d) Cash and cash equivalents, trade receivables, other financial assets, trade payables, and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
Fair value measurements recognized in the balance sheet:
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair
value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2 fair value measurements are those derived from 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 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(iv) Financial risk management objectives:
The Company's principal financial liabilities comprise of loan from banks and financial institutions, and trade payables. The main purpose of these financial liabilities is to raise finance for the Company's operations. The Company has various financial assets such as trade receivables, cash and short term deposits, which arise directly from its operations.
The main risks arising from Company's financial instruments are foreign currency risk, credit risk, market risk, interest rate risk and liquidity risk. The Board of Directors review and agree policies for managing each of these risks.
(a) Credit risk:
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 trade and other receivables, cash and cash equivalents and other bank balances. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.
Trade and Other receivables
Customer credit is managed by each business unit subject to the Company's established policies, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on credit term upto 30 to 150 days. Credit limits are established for all customers based on internal rating criteria. Outstanding customer receivables are regularly monitored.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.
Other financial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks and derivative contracts.
The Company held cash and cash equivalents of Rs. 760.51 Lacs at March 31,2025 (March 31,2024: Rs. 1199.19 Lacs). Cash and cash equivalents are held with reputable and credit-worthy banks.
I ndividual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Management of the Company.
Other than trade and other receivables, the Company has no other financial assets that are past due but not impaired
(b) Market risk:
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk.
(I) Foreign currency risk
The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee. Company's exposure is mainly denominated in USD, GBP and Euro. The exchange rates have changed substantially in recent periods and may continue to fluctuate substantially in the future. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks. The Company uses derivative instruments (mainly foreign exchange forward contracts) to mitigate the risk of changes in foreign currency exchange rate.
The Company do not use derivative financial instruments for trading or speculative purposes.
(II) Interest rate risk:
I nterest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company's cash flows as well as costs. The Company also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short-term loans.
Interest rate sensitivity analysis:
As at March 31, 2025 interest bearing financial liability stood at Rs. 13,821.40 Lacs (March 31 2024: 13696.05 Lacs), was subject to variable interest rates. Increase/decrease of 50 basis points in interest rates at the balance sheet date would result in decrease/increase in profit before tax of Rs. 69.11 Lacs (March 31, 2024: Rs. 68.48 Lacs).
The risk estimates provided assume a parallel shift of 50 basis points interest rate. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant."
Fair value of financial instruments:
All financial assets are initially recognized at fair value of consideration paid. Subsequently, financial assets are carried at fair value or amortized cost less impairment. Where non-derivative financial assets are carried at fair value, gains and losses on re-measurement are recognized directly in equity unless the financial assets have been designated as being held at fair value through profit or loss, in which case the gains and losses are recognized directly in the standalone statement of profit and loss. Financial assets are designated as being held at fair value through profit or loss when it is necessary to reduce measurement inconsistency for related assets and liabilities. All financial liabilities other than derivatives are initially recognized at fair value of consideration received net of transaction costs as appropriate (initial cost) and subsequently carried at amortized cost.
(III) Liquidity risk:
The Company follows a Conservative policy of ensuring sufficient liquidity at all times through a strategy of profitable growth, efficient liquidity at all times through a strategy of profitable growth, efficient working capital management as well as prudent capital expenditure. The Company has a overdraft facility with banks to support any temporary funding requirements.
The Company believes that current cash and cash equivalents, tied up borrowing lines and cash flow that is generated from operations is sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.
Liquidity table:
Liquidity tables drawn up based on the cash flows of financial liabilities based on the earliest date on which the Company can be required to pay is disclosed at Note no. 50.
(IV) Other price risk:
The Company is not exposed to any significant equity price risks arising from equity investments, as on 31st March 2025. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.
(V) Equity price sensitivity analysis:
There is no exposure to equity price risks as at the reporting date or as at the previous reporting date.
42 . There is no amount due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2025.
43. Disclosure pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent assets”:
The company has recognised contingent liabilities as disclosed in Note 33 above and as such no provision is required to be made. No provision was outstanding as at the beginning and at the end of the year.
44. Disclosure pursuant to Ind AS 105 “Non-current assets held for sale and discontinued operations”:
There are no such asset held for sale and discontinued operations.
46. Financial Statements of the subsidiary companies and related detailed information will be made available to the investors, of the company and subsidiary companies, seeking such information. The financial statements of the subsidiary companies are also kept at Registered Office of the company and that of subsidiary companies for inspection of investors of the company and subsidiary companies.
(E) Key Managerial Personnel are entitled to post-employment benefits and other long term employee benefits recognized as per Ind AS 19 - 'Employee Benefits' in the financial statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above. Further, the value of perquisite, as per Income Tax law, has not been included in aforesaid disclosure.
(F) No amount has been written off/back or provided as doubtful debts during the year in respect of related parties. (vi) Terms & Conditions and Settlement
The transactions with the related parties are made on term equivalent to those that prevail in arm's length transactions.
The assessment is under taken each financial year through examining the financial position of the related party and in the market in which the related party operates. Outstanding balances at the year end are un-secured and settlement occurs in cash.
The company has made donation to its related party in line with the requirement of Section 135 of the Companies Act, 2013. The expenditure has been approved by the CSR committee of the company.
51. Additional Regulatory Information
Additional Regulatory Information pursuant to Clause (6L) of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements.
(b) Fair Value of Investment Property
The Company do not have any Investment property.
(c) Revaluation of Property, Plant & Equipment and Intangible Assets
The Company has not revalued any of its Property, Plant & Equipment and Intangible Asset, during the year.
(d) Details of Benami Property held
The company do not have any Benami Property, where any proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
(e) Borrowings from banks or financial institutions on the basis of security of current assets
The Company has a Working Capital limit of Rs 21793 Lacs from PNB, comprising of Fund-based limits of Rs. 19393 Lacs and non-fund-based limits of Rs 5800 Lacs. For the said facility, the Company has submitted Stock and debtors statement to the bank on monthly basis as also the Quarterly Information Statements. The difference between value as per books of accounts and as per quarterly statements submitted with lenders are as under:
(f) Wilful Defaulter
The Company has not been declared as a willful defaulter by any lender who has powers to declare a company as a willful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.
(g) Relationship with Struck off Companies
The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act,1956.
(i) Compliance with number of layers of companies
There is no non-compliance of provisions regarding the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(j) The company has not advanced or loaned or invested funds to any other person(s) or entity (is), including foreign entities (intermediaries), with the understanding 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.
(k) The Company has not received any funds 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 to or on behalf of the Ultimate Beneficiaries.
(l) Undisclosed income
The Company does not have any transactions which is not recorded in the books of accounts but 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).
(m) Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
(n) Compliance with approved Scheme(s) of Arrangements
During the year, no Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
(01) Variation in ratio is on account of lower debt service requirement during the current year as compared to previous year.
(02) Variation in ratio is on account of higher profit during the year as compared to previous year.
(03) Variation in ratio is on account of lower trade payables and higher purchases during the year as compared to previous year.
(o3) Variation in ratio is on account of no dividend received in current year from Subsidiaries & Associates. Most of Investments are made in Subsidiary and Associates for business purposes.
52. Events occurring after the balance sheet date:
No adjusting or significant non adjusting events have occurred between the reporting date and date of authorization of financial statements.
53. Audit Trail (Edit log)
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further no instance of audit trail feature being tampered with was noted in respect of accounting software(s) where the audit trail has been enabled at the database level.
Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
54. Exceptional Item
Exceptional Item amounting to Rs. 620.17 Lacs represent profit on sale of Land and Building (property). Operation of one of the unit along with entire plant & machinery has been shifted to another location for better synergies and efficiency in operations; and the property has been disposed off to have additional liquidity for business operations of the company.
55. Figures of the previous year have been regrouped/rearranged wherever required in order to make them comparable with those of current year; however, such regrouping/rearrangement is not material. Figures have been rounded off to the nearest rupees in lacs.
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