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Inox Leisure Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 6225.22 Cr. P/BV 9.01 Book Value (Rs.) 56.47
52 Week High/Low (Rs.) 619/385 FV/ML 10/1 P/E(X) 0.00
Bookclosure 05/11/2019 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2022-03 

5(d). Impairment of right-of-use assets and property, plant and equipment

The Company has reviewed the carrying amounts of right of use assets and property, plant and equipment to determine whether the recoverable amount of a cash generating unit (CGU) is estimated to be less than its carrying amount by performing value in use calculation based on cash flow projections of the relevant CGU. For this purpose, each multiplex of the Company is treated as a separate CGU.

The Company, as at the date of approval of these financial statements, has used internal and external sources on the expected future performance of the Company. The Company has applied the principles of prudence in the judgements, estimates and assumptions (in respect of discount, growth rates and other assumptions) including sensitivity analysis and based on current indicators of the future economic conditions, there is no impairment in current year and preceding year.

Impainment Testing:

Goodwill is in respect of one of the multiplexes of the Company acquired through business combination. This multiplex is considered as cash generating unit (CGU). The Company has performed an annual impairment test to ascertain the recoverable amount of CGU based on a value in use calculation. The Company has used a period greater than five years since the Company has a long term lease arrangement in respect of this multiplex.

The Company, as at the date of approval of these financial statements, has used internal and external sources on the expected future performance of the Company. The Company has applied the principles of prudence in the judgements, estimates and assumptions (in respect of discount, growth rates and other assumptions) including sensitivity analysis.

Key assumptions on which the management has based its cash flow projections:

a) Budgeted footfalls are expected to grow by 5%

b) Budgeted Average Ticket Price (ATP) is expected to grow by 8%

c) Budgeted Refuel Per Person (RPP) is expected to grow by 10%

The Company has considered the impact of COVID-19 pandemic on revenue during the initial period of forecast and then applied the above growth rates for the balance period.

The discount rate used is 9.50% which is based on Weighted Average Cost of Capital (WACC) for the Company.

The calculations performed indicate that there is no impairment of CGU.

The Company held 99.29% equity shares in the subsidiary, Shouri Properties Private Limited (SPPL). During the year, the Company has acquired the balance 0.71% of shares in SPPL and consequently SPPL has become a wholly owned subsidiary of the Company with effect from 20 January 2022.

The Company has carried out a review of the recoverable amount of the investment in the subsidiary and on the basis of the review, no further impairment provision is required.

Scheme of Amalgamation (Merger by Absorption)

Shouri Properties Private Limited (SPPL) is a wholly-owned subsidiary of the Company. SPPL holds a license to operate a multiplex cinema theatre. It has taken one multiplex cinema theatre on lease and subleased the same to the Company. At the meeting of the Board of Directors of the Company held on 21 January 2022, the Board has approved the draft Scheme of Amalgamation (Merger by Absorption) (""the Scheme"") under Sections 230 to 232 of the Companies Act, 2013 (""the Act"") and relevant applicable sections of the act for amalgamation of SPPL with the Company subject to approval of the Scheme by the Shareholders and Creditors of the respective Companies (if required), Hon'ble National Company Law Tribunal, Bench at Mumbai (NCLT Mumbai) and subject to approval of any other statutory authorities as may be required. Once sanctioned, the Scheme will be effective from the Appointed date i.e., 1 February 2022. The first hearing at NCLT Mumbai was held on 12 April 2022 and the directions of NCLT Mumbai are awaited. The effect to the said Scheme will be given after obtaining the necessary approvals.

11.3 The Company has recognised deferred tax asset on tax losses comprising of unabsorbed depreciation and business losses as per the Income-tax Act, 1961. These tax losses pertain to financial year 2020-21 and 2021-22, which is consequent to the COVID-19 pandemic and the resultant lockdown. The business losses can be carried forward for a period of 8 years and the unabsorbed depreciation can be carried forward indefinitely as per the Income-tax Act, 1961. As stated in Note 1, the Board of Directors at its meeting held on 27 March 2022, approved a draft Scheme of Amalgamation (“Scheme") of INOX Leisure Limited (Transferor Company) with PVR Limited (Transferee Company). As defined in the Scheme, the appointed date means the effective date, or such other date as may be mutually agreed between the parties i.e., the appointed date of the Scheme will be determined in future. On the basis of the projections and estimates of the profitability of the Company and the legal position available, the Company expects the said business loss and unabsorbed depreciation to be utilized and consequently the Company has concluded that the said deferred tax asset is recoverable.

(ii) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of Rs 10 per share. Each shareholder is eligible for one vote per share held and entitled to receive dividend as declared from time to time. In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the Company, in proportion of their shareholding. As per the resolution passed by the shareholders of the Company in the Annual General Meeting held on 23 August 2013, GFL Limited (the holding company) is entitled to appoint majority of directors on the Board of the Company if GFL Limited holds not less than 40% of the paid-up equity capital of the Company.

Pursuant to the Composite Scheme of amalgamation of Company's subsidiary Fame India Limited (“Fame") and subsidiaries of Fame with the Company, which was operative from 1 April 2012, the Company had allotted fully paid-up 3,45,62,206 equity shares of Rs. 10 each to the shareholders of the transferor companies on 10 July 2013, including fully paid-up 2,44,31,570 equity shares of Rs. 10 each to INOX Benefit Trust (“Trust") towards shares held by Company in Fame. These shares were held by the Trust exclusively for the benefit of the Company. The Company's interest in the Trust, in accordance with its substance and economic reality, was akin to 'treasury shares'.

As at 31 March 2020, the Trust held 43,50,092 equity shares of the Company. During the preceding year, these shares were sold and the gain of Rs. 6,799.04 lakhs arising from sale of such treasury shares, net of expenses of Rs. 69.72 lakhs, was recognized in other equity as ‘Treasury shares reserve', being a transaction relating to the capital of the Company.

(ii) Securities provided for secured loans

HDFC Bank Ltd

Term loan from HDFC Bank is secured by first exclusive charge on all movable fixed assets of some multiplexes financed by the said term loan and extended charge on immovable property situated at Mumbai.

The Hongkong and Shanghai Banking Corporation Limited

Term loans from The Hongkong and Shanghai Banking Corporation Limited were secured by first exclusive charge on all movable fixed assets of multiplexes financed by the said term loans. Term loans have been repaid during the year.

(iii) There is no default on repayment of principal or payment of interest on borrowings.

(iv) See Note 48(h) for additional disclosures/regulatory information in respect of borrowings from banks, as required by Schedule III to the Companies Act, 2013.

The Company has applied the practical expedient to all COVID-19 related rent concessions that meet the conditions in paragraph 46B of the Ind AS 116: Leases, as amended by the Companies (Indian Accounting Standards) Amendment Rules, 2021 and the Companies (Indian Accounting Standards) Amendment Rules 2020 and elected not to assess whether such rent concession is a lease modification. The Company has recognised rent concessions aggregating to Rs. 14,497.99 lakhs (preceding year Rs. 22,201.40 lakhs) (after adjusting rent expenses of Rs. 1,863.84 lakhs (preceding year Rs. 758.84 lakhs)). In accordance with principles of fair presentation, the amount of rent concessions recognized has been disclosed as a separate line item in the statement of Profit and Loss.

(i) Provision for service tax is in respect of service tax payable on renting of immovable property, for the period from 1 June 2007 to 30 September 2011, which was defined as a taxable service by the Finance Act, 2010, with retrospective effect from 1 June 2007. The matter is pending before the Hon'ble Supreme Court of India.

(ii) Provision for other indirect taxes is in respect of demands/notices received under indirect tax laws and the same are contested by the Company at appropriate levels.

(ii) Securities provided for secured loans:

Overdraft facility was secured by first charge on entire current assets of the Company (except those charged against term loans).

(iii) Unsecured overdraft facility carries interest rate ranging from 7.45 % to 9.00%.

(iv) There is no default on repayment of principal or payment of interest on borrowings.

(v) See Note 48(h) for additional disclosures/regulatory information in respect of borrowings from banks, as required by Schedule III to the Companies Act, 2013.

7) Reason for shortfall in preceding year:

During the preceding year, the Company could not spent the entire amount required to be spent as per Section 135(5) of the Act as it was in process of identifying the suitable projects for CSR. The unspent CSR amount was subsequently transferred to the PM Cares Fund i.e. a fund mentioned under Schedule VII of the Act within the timelines specified.

8) The nature of CSR activities undertaken by the Company as below:

Eradication of hunger and malnutrition, promoting education and employment enhancing vocation skills, training to promote rural, nationally recognised, Paralympic and Olympic sports.

35.3 In respect of taxation matters

The Company's contention that the amount of entertainment tax exemption availed for some of its multiplexes is a capital receipt has been accepted by Hon'ble Supreme Court in respect of the exemption availed in the state of Maharashtra, West Bengal & Gujarat on the basis of Schemes pertaining to these three States. In respect of all other states, the same has been accepted by various appellate authorities. Provision for income tax, till the year ended 31 March 2015, was made on this basis, to the extent the entertainment tax exemption is held as capital receipt for such multiplexes.

36. Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and segment performance focuses on single business segment viz. theatrical exhibition. All activities of the Company are in India and hence there are no geographical segments.

A. Defined contribution plans

The Company contributes to the Government managed provident and pension fund for all qualifying employees.

During the year contribution to provident and pension fund of Rs. 552.66 Lakhs (preceding year Rs. 481.34 Lakhs) is recognized as an expense and included in ‘Contribution to Provident & Other Funds' in the Statement of Profit and Loss and Rs. 19.21 lakhs (preceding year Rs. 9.80 lakhs) is included in pre-operative expenses.

B. Defined benefit plan:

The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed by the Payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefit. The level of benefits provided depends on the employee's length of service and salary at retirement age. The Company's defined benefit plan is unfunded.

There are no other post retirement benefits provided by the Company.

The most recent actuarial valuation of the present value of the defined benefit obligation were carried out as at 31 March 2022 by M/s KP Actuaries and Consultants LLP. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

Estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

This plan typically exposes the Company to actuarial risks such as interest rate risk and salary risk.

a) Interest risk: a decrease in the bond interest rate will increase the plan liability.

b) Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, any variation in the expected rate of the salary increase of the plan participants will change the plan liability.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The average duration of the defined obligation as at 31 March 2022 is 7 years (preceding year 6.47 years)

C. Other long term employment benefits:

Leave benefits

The Liability towards Leave benefits (Annual Privilege leave) for the year ended 31 March 2022 based on actuarial valuation carried out by using Projected unit credit method resulted in decrease in liability by Rs. 13.65 lakhs (preceding year Rs 67.37 lakhs) which is included in the employee benefits in the Statement of Profit and Loss.

39. Financial Instruments (i) Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to the stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt and total equity of the Company. The Company is not subject to any externally imposed capital requirements. The Company's Board of Directors (BOD) reviews the capital structure of the entity. As part of this review, BOD considers the cost of capital and risk associated with each class of capital.

The Company's principal financial liabilities comprise of borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations including acquiring of PPE and ROU. The Company's principal financial assets include loans, trade and other receivables, cash and cash equivalents and other bank balances derived directly from its operations. The Company also holds FVTPL investments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Senior management provides assurance to the Board of directors that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Company does not enters into any derivative instruments for trading or speculative purposes. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(a) 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 comprises three types of risks: foreign currency risk, interest rate risk and other price risk. Financial instruments affected by market risk includes borrowings, investments, trade payables and loans.

(i) Foreign Currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company's import of materials and PPE are not significant to cause major exposure to foreign currency variations. Exchange rate exposures are managed within approved policy parameters utilising forward foreign currency contracts, as and when necessary.

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 is exposed to interest rate risk mainly on account of its borrowing from banks, which have both fixed and floating interest rates. Bank overdrafts are subject to variable rate of interest. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.

(iii) Other price risks

The Entity is exposed to equity price risks arising from equity investments. Equity investment in subsidiary is held for strategic rather than trading purposes. The entity does not actively trade in this investments. The Company's investment in mutual funds are in debt funds. Hence the Company's exposure to equity price risk is minimal.

(b) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining security, where appropriate, as a means of mitigating the risk of financial loss from defaults.

For trade receivables, the average credit period generally ranges from 60 to 90 days. Before accepting any new customer, Company uses information available in public domain and industry sources to assess the potential customer's credit quality and defines credit limits for respective customer. Credit Limits attributed to customers are reviewed periodically.

Customers who represents more than 5% of the total balance of trade receivable as at 31 March 2022 is Rs. 1,164.74 lakhs (as at 31 March 2021 Rs. 149.37 lakhs) are due from 4 customers (preceding year 2 customers).

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the receivables and the rates as given in the provision matrix.

In respect of counter-guarantees given by the Company:

As at 31 March 2022, an amount of Rs. Nil (preceding year Rs. 342.97 lakhs) has been recognised in the balance sheet as contingent liabilities. It was towards counter-guarantee given for bank guarantee taken by a subsidiary company, which is the Company's maximum exposure in this regard.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company's short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities and continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following tables detail the Company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

Financial instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortized cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different than the values that will be eventually received or paid.

40: Share-based payments

Details of the employee share option plan of the Company:

The Company has a share option scheme applicable to the employees and Directors of the Company, its subsidiary companies or its holding company and any successor company thereof, as determined by the Compensation, Nomination and Remuneration Committee on its own discretion. The Scheme is administered through INOX Leisure Limited - Employees Welfare Trust.

In the year ended 31 March 2006, the Company had issued 500,000 equity shares of Rs. 10 each at a premium of Rs. 5 per share to INOX Leisure Limited - Employees' Welfare Trust ("ESOP Trust") to be transferred to the employees of the Company under the scheme of ESOP framed by the Company in this regard. The Company has provided finance of Rs. 75.00 Lakh to the ESOP Trust for subscription of these shares at the beginning of the plan.

Each share option converts into one equity share of the Company on exercise. The options are granted at an exercise price of Rs. 15 per option. The option carry neither rights to dividends nor voting rights. The options granted are required to be exercised within a period of one year from the date of vesting of the respective options.

On 01 June 2021, stock options of 1,47,500 shares has been granted to employees and on 23 June 2017, stock options of 1,67,500 shares had been granted to employees. The vesting period for these equity settled options is between one to four years from the date of the respective grants. The options are exercisable within one year from the date of vesting.

The compensation costs of stock options granted to employees are accounted using the fair value method.

a. Sales of movie tickets and service transactions are made at the arms length price.

b. The amounts outstanding are unsecured and will be settled in cash. No expense has been recognised in the current or preceding year for bad or doubtful receivables in respect of the amounts owed by related parties.

c. The Company had been provided with Inter corporate deposit at rate comparable to the average commercial rate of interest. This loan was unsecured. The same has been repaid during the year.

The remuneration of directors and key executives is determined by the Remuneration Committee having regard to the performance of individuals and market trends. As the liabilities for the defined benefit plans and other long term benefits are provided on actuarial basis for the Company as a whole, the amount pertaining to KMP are not included above.

The amount of remuneration reported above includes:

A. Contribution to Provident Fund (defined contribution plan) is Rs. 7.66 Lakhs (preceding year Rs. 4.66 lakhs)

B. Share options exercised under ESOP of Rs. 14.81 Lakhs (preceding year Rs 10.77 Lakhs)

Additional disclosures required under section 186(4) of the Companies Act, 2013

The Company has given a counter guarantee of Rs. Nil (preceding year Rs. 342.97 lakhs) in respect of bank guarantee taken by its subsidiary, Shouri Properties Private Limited. This bank guarantee was towards entertainment tax exemption availed by the subsidiary. The Company has a leasing arrangement with this subsidiary to operate a multiplex from the said location.

42 Leases42.1 As a Lessee

The Company is operating most of its multiplexes under operating lease. These arrangements generally are for an initial period of 9-29 years with a minimum lock-in period of 5-15 years, after which the lessor does not have a right to terminate the arrangement. The agreements provide for escalation after pre-determined periods. Some of the agreements are fully or partially on revenue share basis. The Company does not have an option to purchase the leased premises at the expiry of lease period.

As explained in Note 21: Lease Liabilities, the Company has recognised rent concessions aggregating to Rs. 16,361.83 lakhs (preceding year Rs. 22,960.24 lakhs) and after adjusting the rent expenses of Rs. 1,863.84 lakhs (preceding year Rs. 758.84 lakhs) as above, the net amount of Rs. 14,497.99 lakhs (preceding year Rs. 22,201.40 lakhs) has been disclosed as a separate line item in the statement of Profit and Loss.

44. Contingent liabilities

(H in Lakhs)

Particulars

As at 31 March 2022

As at 31 March 2021

a. Claims against the Company not acknowledged as debt :

116.36

116.36

In the arbitration proceedings in respect of termination notice of MOU for a proposed multiplex, the arbitrator has awarded the matter against the Company and directed the Company to pay Rs. 116.36 Lakh towards rent for the lock in period. Further, the arbitrator has also directed the Company to pay the amount of difference between the rent payable by the Company as per the MOU and the amount of actual rent received by the other party from their new tenant. The differential amount is presently not determinable. The Company has challenged the arbitration award before the Hon'ble High Court of judicature at Delhi and the same is pending.

b. Entertainment Tax matters:

2,923.65

4,674.01

This includes

i Demands in respect of some multiplexes pertaining to exemption period and the same is contested by way of appeal before appropriate authorities.

2,821.33

4,571.69

ii Other demands are mainly in respect of levy of entertainment tax on

102.32

102.32

service charges and convenience fee collected.

The Company has paid Rs. 7.70 lakhs (preceding year Rs 578.43 lakhs) to the respective authorities under protest (which is included in ‘Other non current assets')

c. Service Tax matters

6,313.22

20,540.19

This includes

i In respect of levy of service tax on film distributor's' share paid by the

Company. During the year, the matter is decided in favour of the Company by CESTAT and Hon'ble Supreme Court.

14,226.97

ii In respect of levy of service tax on sale of food and beverages in multiplex

6,313.22

6,313.22

premises and the matter is being contested by way of appeal before the appropriate authorities.

The Company has paid Rs. 397.55 lakhs (preceding year Rs. 976.55 lakhs) to the respective authorities under protest (which is included in ‘Other non current assets')

d. Stamp duty matter

Authority has raised the demand for non-payment of stamp duty on Leave & License Agreement in respect of one of the multiplexes, holding the same as lease transaction. Stay has been granted and the matter is pending before Board of Revenue.

263.81

263.81

(H in Lakhs)

Particulars

As at 31 March 2022

As at 31 March 2021

e.

Custom duty matter in respect of import of projector

4.36

4.36

In addition to above, the Company had also received a show cause cum demand notice from customs on import of cinematographic films, the amount of duty is yet to be quantified.

f.

TDS matters, disputed in appeal by the Company:

43.64

21.79

The Company has paid Rs. 4.30 lakhs (preceding year Rs. Nil) to the respective authorities under protest (which is included in ‘Other non current assets')

g.

The Company may be required to charge additional cost towards electricity from 1 June 2007 to 31 March 2010 pursuant to the increase in the tariff in case the appeal made with Maharashtra Electricity Regulatory Commission ‘MERC' by the Company through the Multiplex Association of India is rejected and the case filed in the Supreme Court by one of the electricity supplier against the order of the Appellate Tribunal for Electricity, dated 19 January 2009, for change in category, is passed in favour of the electricity supplier. The Company has paid the whole amount to the respective authorities under protest (which is included in ‘Other non current financial assets')

389.83

389.83

h.

Counter-guarantee given for bank guarantee taken by a subsidiary company

-

342.98

In respect of above matters, no additional provision is considered necessary as the Company expects favourable outcome. Further, it is not possible for the Company to estimate the timing and amount of the further cash outflow, if any, in respect of these matters.

45. The Code on Social Security 2020 has been notified in the Official Gazette on 29 September 2020, which could impact the contributions by the Company towards certain employment benefits. However, the date from which the Code will come into effect has not been notified. The Company will assess and give appropriate impact in the financial statements in the period in which the Code comes into effect.

46. Exceptional Items

(H in Lakhs)

Particulars

Year ended 31 March 2022

Year ended 31 March 2021

Entertainment tax subsidy recoverable in respect of one of the multiplexes, written off

-

600.00

Less: Corresponding balance in the deferred revenue account

-

(191.89)

Total

-

408.11

47. Qualified Institutions Placement (QIP)

(i) During the year ended 31 March 2022, the Company has completed the Qualified Institutions Placement ('QJP') under Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the "SEBI ICDR Regulations"), pursuant to which 96,77,419 equity shares having a face value of Rs. 10 each were issued and allotted, at an issue price of Rs. 310 per equity share (including a securities premium of Rs. 300 per equity share), aggregating to Rs. 30,000 lakhs.

The proceeds of Qualified Institutions Placement amounts to Rs. 28,645.56 lakhs (net of issue related expenses which has been adjusted against securities premium). As per the placement document, QJP proceeds can be utilised for (i) to meet capital expenditure requirements for ongoing and future projects; (ii) to sustain growth in the business; (iii) for business expansion and to improve the financial leveraging strength of the Company; (iv) towards working capital requirements; (v) towards debt repayments including repayment of any existing or future debt incurred for any purpose including for paying

off any liability; (vi) for investments including amongst others, in subsidiary companies; (vii) to meet the current operational expenses; and (viii) for general corporate purposes including but not limited to pursuing new business opportunities, acquisitions, alliances etc. As at 31 March 2022, Rs. 10,000 lakhs of QJP proceeds are unutilised and have been temporarily invested in liquid schemes of mutual funds and fixed deposits with scheduled commercial banks.

(ii) During the previous year ended 31 March 2021, the Company had completed the Qualified Institutions Placement ('QJP') under Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, pursuant to which 98,03,921 equity shares having a face value of Rs. 10 each were issued and allotted, at an issue price of Rs. 255 per equity share (including a securities premium of Rs. 245 per equity share), aggregating to Rs. 25,000 lakhs.

The proceeds of Qualified Institutions Placement amounts to Rs. 24,655.56 lakhs (net of issue related expenses which has been adjusted against securities premium). As per the placement document, QIP proceeds can be utilised for (i) to meet capital expenditure requirements for ongoing and future projects, (ii) to sustain growth in the business, (iii) for business expansion and to improve the financial leveraging strength of the Company, (iv) towards working capital requirements, (v) towards debt repayments including repayment of any existing or future debt incurred for any purpose including for paying off any liability, (vi) for investments including amongst others, in subsidiary companies, and (vii) for general corporate purposes including but not limited to pursuing new business opportunities, acquisitions, alliances etc. As at 31 March 2022, entire QIP proceeds have been utilised.

48. Additional disclosures/regulatory information as required by Schedule III to the Companies Act, 2013a) Details of benami property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made thereunder.

b) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

c) Compliance with approved Scheme(s) of Arrangements

There is no Scheme of Arrangements that has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

d) Loans and advances granted to related party

The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties.

e) Undisclosed income

There is no income surrendered or disclosed as income during the current or preceding 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), that has not been recorded in the books of account.

f) Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in crypto currency or virtual currency during the financial year.

g) Utilisation of Borrowed funds and share premium

The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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.

h) In case of borrowings from banks

i) Utilisation of borrowed funds

At the balance sheet date, the Company has used the borrowings from banks for the specific purpose for which it was taken.

ii) Security of current assets against borrowings

The Company does not have any borrowings from banks on the basis of security of current assets.

iii) Wilful defaulter

The Company is not declared wilful defaulter by any bank or financial institution or other lender.

iv) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction of charges that are yet to be registered with Registrar of Companies beyond the statutory period.


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