1.15 Provisions and contingencies
Provisions :
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that is reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a 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 interest expense.
Provision for onerous contracts:
The provision is recognised if, a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a 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 interest expense.
Contingent liabilities :
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation or it cannot be measured with sufficient reliability. The Company does not recognise a contingent liability but discloses its existence in the financial statements.
Contingent assets :
Contingent assets are neither recognised nor disclosed. However, when realisation of income is virtually certain, related asset is recognised.
1.16 Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost of raw materials includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on first in, first out basis. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
1.17 Finance income and expense
Finance income consists of interest income on funds invested. Interest income is recognized as it accrues in the statement of profit and loss, using the effective interest method.
Finance expenses consist of interest expense on loans and borrowings. Borrowing costs are recognized in the statement of profit and loss using the effective interest method.
Foreign currency gains and losses are reported on a net basis.
1.18 Income tax
Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.
(a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.
(b) Deferred income tax: Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax asset are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
1.19 Earnings per share (EPS)
Basic EPS is calculated by dividing the net profit or loss for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period.
Diluted EPS is computed by dividing the profit attributable to the equity shareholders (after adjusting for interest on the convertible preference shares, if any) by the weighted average number of equity shares considered for deriving basic EPS plus the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares into equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue that have changed the number of equity shares outstanding, without a corresponding change in resources.
1.20 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.
1.21 Leases
Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Company has concluded that no changes are required to lease period relating to the existing lease contracts.
The Company’s lease asset classes primarily consist of leases for building and vehicles. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the
use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.
Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.
The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
1.22 Cash flow statement
Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future operating cash receipt or payments, and items of income or expenses associated with investing or financing cash flows. In the cash flow statement, cash and cash equivalents includes cash in hand, cheques on hand, balances with banks in current accounts and other short- term highly liquid investments with original maturities of 3 months or less, as applicable.
Note: Fixed deposits with original maturity period of less than 3 months are classified as “Cash and cash equivalents” and fixed deposits with original maturity period of greater than 3 months, but with a maturity date of less than 12 months from balance sheet date are classified as “Other bank balances.” These margin money deposits are given as lien to obtain bank guarantees. These bank guarantees are issued to customers as collateral for execution of contracts.
* An amount of INR 565 Lakhs has been recovered from the Margin Money held in current account by IndusInd Bank towards the loan repayment post commencement of CIRP. The Resolution Professional was of the opinion that the said recovery is in violation of the provisions of the Insolvency and Bankruptcy Code (“Code”) as no debits can be made from the current accounts of the Corporate Debtor without express authorisation of Interim Resolution Professional / Resolution Professional and all liabilities as at CIRP commencement date has to be claimed by the Financial creditor as per provisions of the code. Necessary steps are being taken for reversal of the said amounts recovered by IndusInd Bank to the current account of the Company.
During the year, Pristine Malwa Logistics Park Private Limited (Promoter) sold 24,74,514 equity shares of face value Rs. 10/- each of the company (representing 3.79% of the total issued and paid-up share capital of the company) in accordance with the comprehensive guidelines on Offer for Sale of shares through the stock exchange mechanism issued by the Securities and Exchange Board of India and the applicable notices and circulars issued by the stock exchanges, for achieving the minimum public shareholding requirements. With the sale of 24,74,514 equity shares by the promoter, the shareholding of the promoter and promoter group in the company has reduced to 90% from 93.79% of the total issued and paid-up share capital of the Company thereby achieving the minimum public shareholding to 10% as mandated under Rule 19A (5) of the Securities Contracts (Regulations) Rules, 1957 as amended, read with Regulation 38 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended.
(iv) The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date nor has issued shares for consideration other than cash except for allotment of shares to the resolution applicant as detailed in note 37.
(v) There are no shares for which calls remain unpaid.
(vi) Capital management policies and procedures
The Company’s capital management objectives are:
- to safeguard the Company’s ability to continue as a going concern, and continue to provide optimum returns to the shareholders and all other stakeholders by building a strong capital base.
- to maintain an optimum capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the Company may adjust the return capital to shareholders, issue new shares, or sell investments / other assets to reduce debt.
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders plus its borrowings and cash credit facility, if any, less cash and cash equivalents as presented on the face of the balance sheet. 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. The amounts managed as capital by the Company for the reporting years are summarized as follows:
**As per the resolution plan the total assigned debt to the successful Resolution Applicant viz. Pristine Malwa Logistics Park Private Limited is Rs. 17,17,54,92,510 and the consideration paid through bank transfer is Rs. 65,00,00,000, the same totals to a total consideration of Rs. 17,82,54,92,510 against 6,19,86,626 shares of Rs. 10 each resulting in securities premium of Rs. 17,20,56,26,250 during the previous year.
Pursuant to the approved resolution plan, the share capital of the erstwhile promoters were completely extinguished and the shares held by the public shareholders were reduced and reconstituted so as to constitute 5% of the post-paid up capital of the Company after issue of shares to the successful Resolution Applicant.
(a) Securities premium comprises of the amount of share issue price received over and above the face value of 1 10 each.
(b) General reserve represents an appropriation of profits by the Company.
(c) Represents remeasurement of defined benefit liability which comprises of actuarial gains and losses, excluding amounts included in net interest on the net defined benefit liability.
(d) Retained earnings represents the amounts of accumulated earnings/losses of the Company.
In addition to the above, the surplus cash balance of Rs. 4,101 lakhs is to be paid to the financial creditors along with the upfront debt payment menioned in point 1 of above table.
[f] The upfront disbursement of the funds to the financial creditors were not made in full as at 31 March 2023 as one of the lenders viz RBL Bank Ltd has filed an Interim Application before the Honourable NCLT, Chennai Bench for staying the disbursement process due to disagreement in the manner of settlement. Honourable NCLT, decided in favour of the Monitoring Committee’s manner of disbursement which has been further appealed by RBL Bank as at 31 March 2024. Also, as per the approved resolution plan, revised agreement for final settled amount are yet to be signed with each of the financial creditors and the modification to charges is yet to be completed with Registrar of Companies. However, the Company has deposited the required amount as per the approved resolution plan in the bank account that is earmarked and operated by the ex-Committee of Creditors and ex-Resolution Professional for the purpose of remittance to finacial creditors till 31 March 2024. Further, the Company has also deposited, during the year ended 31st March 2025, a principal amount of Rs. 105 Crores in the bank account earmarked for the purpose of settlement to the financial creditors as per the approved resolution plan.Interest on borrowings are duly accured under finance costs in accordance with the approved resolution plan and the interest has been remitted to the financial creditors during the year amounting to Rs. 27.55 crores as required by the approved resolution plan.
30 Corporate Social Responsibility
As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The Provision of CSR are not applicable since the company has not earned profits.
31 Financial risk management
The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include advances, trade and other receivables, and cash and short-term deposits that derive directly from its operations.
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
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 receivables from customers. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The expected credit loss model takes into account available external and internal credit risk factors and the Company’s historical experience for customers.
Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. Due to the dynamic nature of the underlying businesses, treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, processes and policies related to such risks are overseen by senior management.
The table below provides details regarding the contractual maturities of significant financial liabilities:
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk primarily include borrowings and derivative financial instruments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exchange risk arises from its foreign currency revenues and expenses (primarily in U.S. dollars, and Euros), foreign currency payable (in Euro) and foreign currency receivables (in USD). The following tables present foreign currency risk:
34 Fair value hierarchy
This explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. Derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
35 Implementation of the approved resolution plan
The Hon’ble NCLT passed the order approving the resolution plan submitted by the successful resolution applicant, “M/s Pristine Malwa Logistics Park Private Limited” (“RA”)on December 08, 2022. Pursuant to the above order, M/s Pristine Malwa Logistics Park Private Limited has infused the prescribed funds of Rs. 6,500 lakhs and Re.1 into the Company and implemented the resolution plan through the Monitoring Committee constituted with the nominations of the M/s Pristine Malwa Logistics Park Private Limited, erstwhile RP and financial creditors of the Company on the date of order viz. 08th December, 2022 and upto the effective date i.e. on January 11,2023.
b) Shares held by promoters at the end of the year and Changes during the year - Refer Note 10
c) Disclosure on CSR - Refer Note -30
(i) The amount of shortfall at the end of the year out of the amount required to be spent by the Company during the year; -Nil
(ii) The total of previous years’ shortfall amounts; -Nil
(iii) The reason for above shortfalls by way of a note;- Nil
(iv) The nature of CSR activities undertaken by the Company- Nil
d) The title deed of the immovable properties held in the name of the Company, refer Note-2.
e) The Company does not have any investment property and hence dislcosures pertaining to the same is not applicable.
f) The Company does not hold any benami properties and therefore are no proceedings that has been initiated or
pending against the Company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988). - Also, Refer Note- 2
g) The Company does not have any capital work-in-progress and intangibles under development as at the 31 March 2025 and 31 March 2024 and hence, disclosures w.r.to the ageing of such assets are not applicable. - Also, Refer Note-2
h) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. - Also, Refer Note - 3.1
i) Details of facilities availed based on current assets and its quarterly statements.
Details of facilities availed based on current assets and its quarterly statements is not applicable as the Company is
under CIRP from 10-Mar-2021. Further, no credit facilities were extended by the Banks / Financial Institutions during the financial year under review.
j) The Company has not serviced debt on due dates to the banks and financial institutions and consequently the Company has been classified as wilful defaulter by all the banks and financial institutions. The Corporate insolvency resolution process was completed consequent to the order of Hon’ble NCLT Chennai Bench dated 08 December 2022 and by virture of the order the Company is not wilful defaulter post the approval of the order.
k) The Company has duly registered all the creation and satisfaction of the charges with the Registrar of Companies on or before the prescribed time limit. However, pursuant to the order, the charges are to be modified in accordance with the approved resolution plan dues to be paid and such charge is to be in favour of the trustee to be appointed by the banks and pooling all the assets of the Company.
l) Details of transactions not recorded in books but has been disclosed as income in the tax assessments during the current year is nil
m) Loans or advances to the related persons that are either repayable on demand or without any specific repayment terms details - Refer Note-28
n) The Company has neither advanced nor received any funds, guarantees, securities etc., to/ from any entity which shall be further invested or advanced on behalf of the Ultimate Beneficiaries.
o) - Analytical Ratios, refer note 39
p) The Company has not revalued its Property, Plant and Equipment during the current and previous year, hence the disclosure as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.
q) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013, hence the disclosure w.r.to the same is not applicable.
r) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year and hence disclosure under the same is not applicable.
A - Current year, B - Previous year References
i. Total of current assets ii. Loss after tax iii. Loss before tax plus finance cost iv Total of current liabilities v. Average of trade receivables vi. Average of working capital vii. Average of total equity viii.Loss after exceptional items Finance costs ix.Total equity x.Lease liabilities and Borrowing xi. Average of inventories xii. Net Credit Purchases during the year xiii. Average of trade payables xiv. Total equity, total borrowings and total lease liabilities
(a) The negative movement is on account of entire liabilities to financial creditors being classified as current amounting to Rs. 26,078 lakhs.
(b) The movement is account of decrease in revenue from operations during the year.
(c) The movement is on account of reduction in equity due to losses in current year and marginal increase in the borrowings.
(d) The movement is on account of reduction in equity due to losses in current year.
(e) Movement due to decline in revenue from operations and reduction in equity due to losses during the year.
(f) The movement is account of decrease in revenue from operations during the year resulting in losses during the year.
39 The Company is primarily engaged in providing integrated logistics services which is considered as single business segment in terms of segment reporting as per AS 108. There being no services rendered outside India there are no separate geographical segments to be reported on.
40 (a) Corresponding figures for the previous year presented have been regrouped, where necessary, to conform to the
current year’s classification.
40 (b) The Company uses an accounting software for maintaining its books of accounts 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.
for SRSV & Associates for and on behalf of the Board of Directors of
Chartered Accountants Sical Logistics Limited
Firm registration number : 015041S
R Subburaman S.Rajappan Sanjay Mawar
Partner Whole time Director Director
Membership No. 020562 DIN:00862481 DIN: 00303822
Place: Chennai Place: Chennai Place: New Delhi
K. Rajavel Vaishali Jain
Chief Financial officer Company Secretary
Place: New Delhi Membership No: A58607
Place: New Delhi
Date: May 28, 2025
|