Pursuant to the scheme of demerger approved by NCLT dated January 05, 2023, 24,56,95,524 equity shares of ' 2 each face value are issuable to the shareholders of Allcargo Logistics Limited as per 1:1 share exchange ratio as consideration for the transfer of assets and liabilities to the Company.
* The Shareholders of the Company at its Extra Ordinary General Meeting held on March 01, 2023, approved the sub-division (split) of the face value of the equity shares of the Company from ' 10/- to ' 2/- Per equity Share. Along with issuance and allotment of equity shares by the TRL in accordance with the scheme of demerger as above, the initial issued and paid-up equity capital of TRL comprising of 35 equity share of ' 2 each amounting to ' 70 have been cancelled subsequently.
Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of ' 2 per share post sub-division (Split) during the current year from ' 10/- per share to ' 2/- per share. Each holder of equity shares is entitled to one vote per share. The equity shares are entitled to receive dividend as declared from time to time. Voting rights cannot be exercised in respect of shares on which any call or other sums payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares.
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.
Nature and purpose of reserves
a) Capital reserve (pursuant to demerger) (refer note 32)
This reserve represents the difference between assets - liabilities taken over from Allcargo Logistics Limited and Share Capital issuable pursuant to demerger.
b) Retained earnings
Retained earnings represents all accumulated net income netted by all dividends paid to shareholders.
c) Remeasurements of gains / (losses) on defined benefit plans (OCI)
It comprises of actuarial gains and losses, differences between the return on plan assets and interest income on plan assets and changes in the asset ceiling (outside of any changes recorded as net interest).
Term loans from banks (secured)
Rupee term loans from banks are secured against immovable properties of the Company and carry interest ranging from 6.25% - 7.25% p.a. (31 March 2022: Nil) and are repayable within a period ranging from 2-5 years. As per the terms of borrowing it is secured against land and buildings of Allcargo Logistics Limited , pursuant to demerger scheme, these assets have been transferred to the TRL. The Borrowing is disclosed as secured. The Company is in the process of transfer of borrowing in name of TRL.
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. The Company has not defaulted in Loan payable.
Consequent to demerger scheme the Axis Bank Limited term loan has been allocated between the Company, Allcargo Terminals Limited and Allcargo Logistics Limited.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on November 13, 2020 draft rules were published and invited for stakeholders' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
*As referred in note 33B basis satisfaction of conversion closing milestone as per definitive documents, there is loss of control to the tune of 90% shareholding over specified subsidiaries consequent to which the Group has recognised aforesaid gain. Further inflow from the transaction is subject to final determination and which will be recorded on completion of balance obligation towards conditions subsequent.
23 Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
24 Net employee defined benefit liabilities
(a) Defined Contributions Plans
For the Company, an amount of ' 34 lakhs (Continuing operations) (' 30 Lakhs towards discontinued operation) contributed to provident and other funds (refer note 18) is recognised by as an expense and included in "Contribution to Provident and other funds” under "Employee benefits expense” in the Statement of Profit and Loss.
(b) Defined Benefit Plans
As per the Payment of Gratuity Act, 1972, the Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on resignation or retirement at 15 days salary (last drawn salary) for each completed year of service.
The following table summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans of the Company.
Terms and conditions of trade transactions with related parties
The services provided to and services received from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.
* The Company has entered into Long term lease contract with Allcargo Logistics Limited wherein the rent is receivable with effect from 1 April 2022 for lease of 6th floor Allcargo house.
*On 28 April 2023, the Company has entered into Long term lease contract with Allcargo Terminals Limited wherein the rent is receivable with effect from 1 April 2022 for lease of land and building at certain locations.
** Value less than ' 1 lakh
The management assessed that cash and cash equivalents, trade receivables, trade payables, short-term borrowings and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
29 Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company's risk assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the policies and processes. Risk assessment and policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the management is responsible for overseeing the Company's risk assessment and policies and processes.
i) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, and all short term and long-term debt. The Company is exposed to market risk primarily related to interest rate risk. Thus, the Company's exposure to market risk is a function of investing and borrowing activities and it's revenue generating and operating activities.
ii) 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.
iii) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. The Company has diversified customer base considering the nature and type of business.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 7.1. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
(iv) Liquidity risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank term loans etc. 37% of the Company's borrowings including current maturities of non-current borrowings will mature in less than one year at 31st March 2023 based on the carrying value of borrowings including current maturities of non-current borrowings reflected in the financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
(iv) Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings.
The company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
(d) Lease payments for less than 1 year lease contracts as well as for low value items for the year ended 31 March 2023 is ' 36 lakhs (31 March 2022: Nil) (Refer Note 22)
(e) Rental income given on operating leases to Companies in which Key managerial personnel or their relatives exercises significant influences was ' 3,359 lakhs for the year ended 31 March 2023 (31 March 2022: ' Nil).
(f) The Company had total cash flows for leases of ' 152 lakhs for the year ended 31 March 2023 (31 March 2022: ' Nil). The Company does not have non-cash additions to right - of - use assets and lease liabilities for the said period. There are no future cash outflows relating to leases that have not yet commenced.
31 Other Statutory Information
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) The Company has not advanced or loaned or invested funds to any other persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
iii) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
iv) The Company has not entered any such transaction which is 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.
v) The Company do not have any transactions with companies struck off.
vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
32 Demerger
Acquisition of construction & leasing of Logistics Parks, leasing of land & commercial properties, Engineering Solutions (hiring and leasing of equipment's) businesses of Allcargo Logistics Limited through Scheme of Demerger
The Company along with Allcargo Logistics Limited and Transindia Realty and Logistics Parks Limited had filed a Scheme of Demerger ("Scheme”) with the National Company Law Tribunal ("NCLT”) whereby business of Leasing of land and Commercial Properties, Logistics Park, Warehousing, real estate development and leasing activities, Engineering and equipment hiring solutions and other related businesses of Allcargo Logistics Limited would be transferred to the Company with effect from appointed date April 01, 2022. As a consideration, 24,56,95,524 equity shares of the Holding Company of ' 2 each fully paid up would be issued to the shareholders of Allcargo Logistics Limited (Share Exchange Ratio 1:1). The Company in its Board Meeting held on April 24, 2023 has allotted 24,56,95,524 equity shares to the shareholders of Allcargo Logistics Limited holding as on record date April 18, 2023.
Further, with issuance and allotment of equity shares by the Company, in accordance with the Scheme the initial issued and paid-up equity capital comprising of 7 equity share of ' 10 each, aggregating to ' 70 shall stand cancelled. Also the Shareholders of the Company at its Extra Ordinary General Meeting held on March 01, 2023, approved the sub-division (split) of the face value of the equity shares of the Company from ' 10 to ' 2 per share. NCLT vide its order dated January 05, 2023 approved the Scheme. Certified Copy of the Scheme was filed with ROC on April 01, 2023.
As per the accounting treatment specified in the Scheme and Ministry of Corporate Affairs General Circular No. 09/2019 dated 21st August 2019 ("”MCA circular””), assets and liabilities relating to warehousing and equipment hiring have been recognised (at book values as appearing in the books of the Allcargo Logistics Limited) in the books of Holding Company from the appointed date. Pending legal formalities for issue of shares, the face value of equity shares to be issued has been credited to "Equity Shares issuable Pursuant to Demerger” and balance is credited to Capital Reserve.
During the year ended 31st March, 2023, the authorised share capital of the Holding Company has been increased to ' 5,500 Lakhs.
(A) Sale of crane business
The Board of directors of TRL in its meeting held on 28 April 2023 has approved and signed Business Transfer Agreement with Premier Heavy Lift Private Limited on April 27, 2023, for sale of Crane Division as a going concern on a slump sale basis to Premier Heavy Lift Private Limited, at a lump sum cash consideration of ' 12,100 lakhs, subject to completion of conditions precedent including approval from shareholders of TRL and such other approvals as may be necessary from the regulatory/statutory authorities. The Business Transfer Agreement has been executed in this regard on 27 April 2023. The management is confident of obtaining the requisite favorable assent from shareholders on the said resolution and considered it as highly probable event and hence meet the criteria prescribed in Ind AS 105 "Non-current Assets Held for Sale and discontinuing Operations”. Accordingly, 'Equipment hiring (Crane business)' has been disclosed as 'discontinuing operations' in the financial statement.
(B) Transaction with BRE Asia Urban Holdings Limited:-
(i) During the financial year ending 31 March 2020, Allcargo Logistics Limited ('"'ALL'"' or '"'Demerged Company””) and its wholly-owned subsidiaries viz. Malur Logistics and Industrial Parks Private Limited, Venkatapura Logistics and Industrial Parks Private Limited, Madanahatti Logistics and Industrial Parks Private Limited, Allcargo Logistics & Industrial Park Private Limited, Kalina Warehousing Private Limited and Panvel Warehousing Private Limited (collectively referred to as "'Specified Companies””) entered into definitive documentation with BRE Asia Urban Holdings Limited ("the Investor”) for transfer of its majority shareholding and controlling stake in the Specified Companies in favour of the Investor, for the consideration and subject to the satisfaction of the closing conditions and achievement of certain milestones (together the 'Obligations') and upon the other terms and conditions therein mentioned. In terms of the definitive documentation, the Investor was entitled to a call option whereby the Investor was entitled to purchase ALL's shareholding in Allcargo Multimodal Private Limited, to be exercised within 24 months of the closing of the aforesaid transaction. Accordingly, ALL transferred majority shareholding and control in Madanahatti Logistics and Industrial Park Private Limited, Allcargo Logistics & Industrial Park Private Limited, Kalina Warehousing Private Limited and Panvel Warehousing Private Limited in favour of the Investor and retained a minority stake in the Specified Companies as at 31 March 2020. In the case of Malur Logistics and Industrial Parks Private Limited and Venkatapura Logistics and Industrial Parks Private Limited , the compliance with customary closing conditions were delayed due to outbreak of the Coronavirus (COVID-19) pandemic globally and in India as well as due to other operational/commercial reasons and accordingly the date for Closing the transaction of the sale of the majority stake was, by mutual consent of the parties, extended from time to time. During the current financial year pursuant to Scheme of Arrangement for Demerger entered amongst Allcargo Logistics Limited (Demerged Company), Allcargo Terminals Limited (Resulting Company 1) and TransIndia Realty & Logistics Parks Limited (Resulting Company 2), approved by the National Company Law Tribunal (NCLT) as per Order dated January 05,2023, the shareholding pertaining to the Specified Companies as referred above were transferred to the Resulting Company 2 with effect from the appointed date i.e 01 April 2022. The Resulting Company 2 has subsequently re-acquired the 100% shareholding in Madanahatti Logistics and Industrial Parks Private Limited as referred in Note no.36 (below) as per the commercial arrangements with the Investor.
(ii) By subsequent definitive documentation, ALL sold its 90% shareholding in Malur Logistics and Industrial Parks Private Limited and Venkatapura Logistics and Industrial Parks Private Limited to the Investor on February 01, 2023 for the cash consideration of ' 411 lakhs on satisfaction of conditions precedent and conditions subsequent, and accordingly a closure letter dated 01 February 2023 was executed between the parties.
(iii) The Investor has called upon the Resulting Company 2 to sell and transfer its 100% shareholding in Allcargo Multimodal Private Limited to the Investor in terms of the aforesaid definitive documentation.
(iv) The Board of Directors of the Resulting Company 2 at its meeting held on June 02, 2023, has considered and approved the proposal for divestment of its balance 10% shareholding in the Specified Companies as well as sale of its 100% share in Allcargo Multimodal Private Limited to the Investor subject to shareholders' approval and other statutory approvals/compliances, if any. The management is committed to execute definitive documentation in this regard in the coming financial year and is also confident of obtaining the requisite favourable assent from the shareholders on the said resolution. Since this is 'firm commitment' on the part of the management and considered as a highly probable event and meets the criteria prescribed in Ind AS 105 '"'Non-current Assets Held for Sale and discontinuing Operations””; hence, the same is classified as "''Assets held for sale”” in the financial statements.
35 Segment reporting
Disclosure of segment reporting as per the requirements of Ind AS 108 "Operating Segment” is reported in the consolidated financial statements of the Company. Therefore, the same has not been separately disclosed in the standalone financial statements in line with the requirement of Ind AS 108.
36 TRL has entered into a Securities Purchase Agreement ("SPA”) on February 21, 2023, with BRE Asia Urban Holdings Ltd. (the "Seller”) to acquire: (a) 5,40,000 (Five Lakhs and Forty Thousand) equity shares (representing 90% of the equity share capital), and (b) 1,07,78,147 (One Crore, Seven Lakhs, Seventy Eight Thousand, One Hundred and Forty Seven) Class A Optionally Convertible Debentures ("Class A OCDs”) of Madanahatti Logistics and Industrial Parks Private Limited (the "Target”'). The same has been accounted for as Investments in subsidiary company as at 31st March 2023.
37 A Scheme of Arrangement was approved between two of the subsidiaries, Allcargo Inland Park Private Limited (Demerged company) and Allcargo Multimodal Private Limited (Resulting company), and their respective shareholders to demerge their warehousing business (the demerged undertaking.) The Application was filed with NCLT on February 2, 2021. Subsequent to that NCLT passed the interim order on 08th April 2021 mentioning the further course of action to be followed by the applicant companies. The NCLT vide its final order dated 01st March 2022 approved the Scheme of Arrangement and the entire "Demerged Undertaking” of Allcargo Inland Park Private Limited has been merged with Allcargo Multimodal Private Limited, on a going concern basis along with all its rights, privileges and obligations. The said order stated that the appointed date for the said Arrangement to be April 01, 2021.
In the current year, the management of the demerged company has observed a correction to be made in the Annexure of the aforesaid order which specifies the list of assets to be transferred under the scheme of arrangement and accordingly they are in the process of filing a rectification application to the NCLT order. The leasehold land got inadvertently included in the list of assets (Annexure to the scheme of arrangement) to be transferred to the resulting company. The same asset was never intended to form part of the merger scheme and it continued to be a part of demerged company's assets. There is no impact to the accounting treatment nor a change in the share exchange ratio due to the rectification application being made to the NCLT order. The said matter will also be taken in Board meeting which will be carried out in the current financial year 2023-24.
38 Corporate Social Responsibility
As the Company do not have the profits for immediately preceding year (which is the year of formation). The threshold as specified in Section 135 of the Companies Act, 2013 is not applicable to the Company.
39 Previous year figures
Previous year figures have been regrouped/reclassified, where necessary, to conform to this year's classification.
40 As per management assessment there are no adjusting event subsequent to 31st March 2023 other than those disclosed in the financial statements.
|