Estimation of fair value
The best evidence of fair value is current prices in an active market for similar properties. Investment properties leased out by the Company are cancellable leases. The market rate for sale/purchase of such premises are representative of fair values. Company's investment properties are at a location where active market is available for similar kind of properties. Hence in previous year, fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer. Management estimates that there is no major change in fair valuation as on 31st March, 2023 and 31st March, 2024.
@ The above mentioned Properties have been transferred to the Company pursuant to the Scheme of Amalgamation between the Company and Ashim Investment Company Limited and its 4 wholly owned subsidiaries and Netflier Finco Limited and its 4 wholly owned subsidiaries, sanctioned by the Hon'ble High Court of Delhi in the year 2008. (Hereinafter referred to as “the Scheme”). All properties have been transferred in the name of the Company. The title deeds of these properties are in the name of the merged entities, however, mutation has been done in the name of BACL.
A Unsecured loans
(i) ' 312.30 Lakhs (Previous Year ' 600.75 Lakhs) net off of ' 21.03 Lakhs ( Previous Year ' 65.92 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 1 yearly instalments of ' 333.33 Lakhs each.
(ii) Previous year ' 800 Lakhs payable to a body corporate in Aug 23 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.
(iii) ' 2,000 (Previous Year ' 6,500 Lakhs) payable to a Subsidiary Company as follows with interest @ 9% p.a. (Previous Year @ 9% p.a.) payable quarterly :-
F.Y. 2025-26 - ' 1,000 Lakhs payable at the year end.
F.Y. 2026-27 - ' 1,000 Lakhs payable at the year end.
(iv) Previous Year ' 1,500 Lakhs payable to body corporate (related party) in Feb, 2024 with interest @ 9.00% p.a. (Previous Year 9.00% p.a.) payable at maturity.
G. Rights and preferences attached to Equity Shares :
a. The Company has only one class of Equity Shares having a par value of ' 10 per share. Each shareholder is entitled to one vote per share.
b. 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.
c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend.
H. Term/rights attached to preference shares:
I. Culumulative redeemable preference shareholders have,
- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital
- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and
- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.
- Voting right will be as per the Companies Act, 2013
II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK
Enviro-Tech Limited) will be redeemed in 3 installment of ' 20 crore, ' 20 crore and ' 25 crore at the end of 8th year,
9th year and 10th year along with premium of ' 32.50 , ' 38.00 and ' 43.50 per share respectively.
NOTES for shareholding position as on 31/03/2024:
(i) *9,25,871 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.
(ii) **16,27,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.
(iii) #14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.
(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))
Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.
(ii) General reserve
Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.
(iii) Capital redemption reserve
Represents the statutory reserve created at the time of redemption of Preference Share Capital, which can be applied for issuing fully paid-up bonus shares.
(iv) Preference share redemption reserve
Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.
(v) Retained earnings
Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.
(vi) Equity instruments at fair value through other comprehensive income
The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associates) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.
(vii) Security premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.
# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in it's financial statement. The Company does not expect the outcome of these procedings to have a materially adverse effect on its financial position.
28 Segment Information
The Company is essentially a Holding and Investment Company focusing on earning income through dividends, interest and Sale of investment held. Hence, the Company's business activity falls within a single business segment i.e. investments.
29 (a) JK Tyre & Industries Ltd., subsidiary of the Company ceased to be a subsidiary of the Company w.e.f. 23rd December, 2023 and became an 'Associate' consequent to allotment of equity shares to eligible qualified institutional buyer under QIP.
(b) The Scheme of Arrangement ('the Scheme') amongst Umang Dairies Limited ('UDL'), a Subsidiary Company, Panchmahal Properties Limited ('PPL'), a Wholly-owned Subsidiary Company and Bengal & Assam Company Limited for (a) Demerger of dairy business of UDL with and into PPL and (b) Amalgamation of residual business of UDL into and with the Company, w.e.f. 1st April, 2023 (Appointed Date) has been filed with National company Law Tribunal (NCLT) Kolkata and Allahabad Bench, after receipt of No Objection from the Stock Exchanges. Hon'ble NCLT, Allahabad Bench, has ordered Meetings of Equity Shareholders and Unsecured Creditors of UDL through Video Conferencing on 3rd August, 2024 and dispensed with the Meetings of the Secured Creditors of UDL and Equity Shareholders and Creditors of PPL. Pending approval, no impact of the Scheme has been given in the results.
34 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction 2016 are enclosed at Annexure 1.
35 The disclosures required under Ind AS 19 “Employee Benefits” notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :
(A) Defined Contribution plan
The Company makes contributions towards provident fund and superannuation fund to a defined contribution benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of specified employment benefit expenses to the benefit plans.
(B) Defined Benefit Plan :
Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of ? 20 Lakhs at the time of separation from the Company. The most recent actuarial valuation for gratuity was carried out as at March 31, 2021. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.
The above sensitivity analysis is based on change in an assumption while holding all other assumption constant in practice, this is unlikely to occur, and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumption the same method [projected unit credit method] has been applied as when calculating the defined benefit obligation recognized within the balance sheet.
The following methods and assumptions were used to estimate the fair values
a Fair value of cash and bank, loans and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
b Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities. c Fair value of investments in associates and subsidiaries are measured at cost hence not disclosed in above table.
36 (B) Fair Value hierarchy
All financial assets and liabilities for which fair value is measured in the financial statements are categorised within the fair valuehierarchy, described as follows Level 1 - Quoted prices in active markets
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly Level 3 - Inputs that are not based on observable market data.
The following table presents the fair value measurement hierarchy of financial assets and liabilities, which have been measured subsequent to initial recognition at fair value as at 31st March, 2024 and 31st March, 2023
During the year ended 31st March, 2024 and 31st March, 2023, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements.
Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference
shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.
37 Financial risk management objectives and Policies
The Company's activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company's overall risk management policy seeks to minimize potential adverse effects on Company's financial performance.
(i) 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 includes interest rate risk and foreign currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.
(b) 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 has long term investment in foreign group company. Therefore, Company's exposure to foreign currency risk is limited.
(ii) Credit risk: The Company being an Investment Company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost, financial assets measured at fair value through profit or loss and from financial assets such as loans and other receivables and other balances with banks.
The major investments of the Company is in the group companies which includes investment in subsidiaries companies and in associates. The Company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.
The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost
(iii) Liquidity Risk: Liquidity risk is the risk, where the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes the maturity profile of Company's financial liabilities based on contractual undiscounted payments :-
(iv) Price risk
The Company's exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Company's exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the Company diversifies its portfolio.
38 Capital risk management
The Company operates as an Investment Company and consequently registered as a Non-Banking Financial Institution -Core investment Company-Non deposit taking- systemically important (NBFC-CIC-ND-SI) with The Reserve Bank of India (RBI). The Company's policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company's capital management is to maintain an optimal structure so as to maximize the shareholder's value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.
a) Total amount representing any direct or indirect capital contribution made by one CIC in another CIC (including name of CIC) - Hari Shankar Singhania Holdings Pvt. Ltd. amounting ' 2,455.52 Lakhs (Previous Year ' 2,915.99 Lakhs).
b) Number of CICs with their names wherein the direct or indirect capital contribution exceeds 10% of owned Funds -Hari Shankar Singhania Holdings Pvt. Ltd.
c) Number of CICs with their names wherein the direct or indirect capital contribution is less than 10% of Owned Funds - NIL
a) Registration / licence / authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17
b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL
c) if the auditor has expressed any modified opinion(s) or other reservatiion(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - NA
i) How the modified opinion(s) or other reservations(s) has been resolved; or - NA
ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter - NA
42 Disclosure of details as required by RBI/2019-20/88/DOR.NBFC (PD) CC. NO. 102/03.10.001/2019-20 dated November 4, 2019 regarding Liquidity risk management framework for non-banking financial Companies and Core Investment Companies as on 31st March, 2024.
(vi) The Company's Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Management Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits. The risk management policies and systems are reviewed regularly to reflect change in market conditions and the company's activities.
44 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide Notification dated March 24, 2021;
a. Details of Benami Property held:
There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
b. Wilful Defaulter:
The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.
c. Relationship with Struck off Companies :
During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
d. Compliance with number of layers of companies:
The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
e. Utilisation of Borrowed funds and share premium:
During the financial year ended 31st March, 2024, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.
(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 on behalf of the Ultimate Beneficiaries.
(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. Undisclosed Income:
The Company does not have any transactions not recorded in the books of accounts 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). Also, there are nil previously unrecorded income and related assets.
g Details of Crypto Currency or Virtual Currency:
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
45 Disclosure as required under annexure VII of Master direction - Reserve Bank of India (Non - Banking Financial Company -Scale Based Regulation) Direction, 2023
45.1 Exposure to real estate sector - NIL
45.2 Exposure to Capital Market
45.3 Sectoral exposure - NIL
45.4 Intra-group exposures -NIL
45.5 Unhedged foreign currrency exposure - NIL
45.6 Related Party Disclosure refer Note no. 32
45.7 Disclosure of Complaints - NIL
46 Previous year figures have been reclassified/ regrouped wherever necessary.
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