l) Provisions and Contingencies
The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.
If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.
m) Cash and Cash Equivalents
Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity is three months or less and other short term highly liquid investments.
n) Gratuity and other post-employment benefits
a) Short-term obligations:
Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit and Loss of the year in which the related services are rendered.
b) Post-employment obligations:
The Company operates the following post-employment schemes:
- Defined benefit plan such Gratuity and
- Define Contributions plans such as Provident Fund:
The liability or asset recognized in the Balance Sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized at amount net of taxes in the period in which they occur, directly in Other Comprehensive Income. They are included in retained earnings in the statement of changes in equity and in the Balance Sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in the Statement Profit and Loss as past service cost.
o) Defined contribution plans:
The Company contributes to Employee’s State Insurance Corporation, Provident Fund which are considered as defined contribution plans. A contribution is made to Regional Provident Fund Commissioner for certain employees. In case of other employees covered under the Provident Fund Trust of the Company, the management does not expect any material liability on account of interest shortfall to be borne by the Company. The said contributions are charged to the Statement of Profit and Loss.
p) Other long-term employee benefit obligations:
The liabilities for leave are not expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the Statement of Profit and Loss.
The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
q) Earnings per share
The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the weighted average number of equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. The diluted potential equity shares have been arrived at, assuming that the proceeds receivable was based on shares having been issued at the average market value of the outstanding shares. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per share or increase loss per share, are included.
r) Cash dividend to equity holders of the Company
The Company recognizes a liability to make cash distributions to equity holders of the Company when the distribution is authorized and the distribution is no longer at the discretion of the Company. Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.
s) Reclassification of financial assets
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.
t) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
u) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Group.
Note 2.31 (i)
The Cash credit and Bank Guarantee facility availed by the Company are payable on demand and are secured by:-
(a) Hypothecation of book debts of the company.
(b) Collateral:
i) EMT of Office premises at Swastik Chambers, Office No.514 and 515, 5th floor, Umarshi Bappa Chowk, Chembur, Mumbai - 400071 Standing in the name of the company.
ii) EMT of Office Premises at Prabhadevi Unique Industrial Premises Co-op Soc. Ltd, Unit No.5, Ground Floor, Off Veer Savarkar Marg, Prabhadevi, Mumbai - 400025 standing in the name of the company.
iii) EMT of Office Premises at ABM House, Unit No. 801, Eighth Floor, Plot no. 268, Linking Road, Bandra West, Mumbai - 400050 standing in the name of the company.
iv) Three Fixed deposits in Canara Bank of Mr. Prakash B. Rane amounting to ' 3.13 Lakh hypothecated to the bank.
v) 5 KDR's having face value of ' 2.60 lakh in the personal names of director Mr. Prakash B. Rane.
vi) Personal guarantee from director - Mr Prakash B. Rane.
Note 2.31 (ii)
The service tax amount shown of '9.06 lakh pertains to the show cause notices received by the company for i) disallowances of cenvat credit for the F.Y. 2014-15 to 2017-18, ii) Common Cenvat Credit as per Rule 6(3A) of the Cenvat Credit Rules, 2004 in proportionate to income from Investment in Mutual Fund and Sale of Motor Car.
The Company has filed appeals regarding the aforesaid disputed matters before the authorities. The management is hopeful that these matters will be decided in the Company's favor.
Note 2.31 (iii)
The Company at a Board Meeting held on January 23, 2017 approved a strategic investment in InstaSafe Technologies Private Limited ("Instasafe"). Instasafe Provides innovative cloud based security-as-a-service solutions. ABM has executed definitive agreements including Share Purchase Agreement and Share Subscription & Shareholders' Agreement. The transactions will be completed subject to satisfactory fulfillment of certain conditions precedent. The aggregate investment would be upto INR 13.32 crore. As of March 31, 2024 the Company completed an aggregate investment of ' 9.32 Cr in Instasafe Technologies Pvt Limited. Pursuant to the rights conferred on ABM under the Shareholder's agreement and nomination of two Non-executive Directors on the Board of Directors of Instasafe, the said Company has become a subsidiary of the company.
Note 2.31 (iv)
The Company at a Board meeting held on September 30, 2022 has approved strategic investment in ScanIT. Company has entered into definitive agreements for investment up to ' 50 crores (approx.) for acquiring 52% shareholding in Scanit Technologies, Inc (“ScanIT”), California, Silicon Valley, USA. ScanIT is developing a Solution to solve a critical unmet need in agriculture by providing a way to physically detect airborne disease before infection enabling preventive action. In accordance with the definitive agreements the indicative time period for completion of acquisition of approx. 52% shareholding stake would be 24 months subject to the achievement of certain milestones. As of March 31, 2024, Company has invested ' 22.02 Cr. in ScanIT.
Note 2.33 Employee Benefits
A) Defined contribution plans
Provident fund:
The company operated defined benefits contribution retirement benefits plans for all qualifying employees.
The total expensse recognised in the statement of profit and loss of '144.23 Lakh (for the year ended March 31,2023 : ' 123.06 Lakh) represents contributions paid to Provident fund by the Company at rates specified in rules of the plans.
(A) Name of related parties and description of relationship
(i) Key Management Personnel (KMPs):
Mr. Prakash Baburao Rane, Managing Director Mr. Paresh Golatkar, Chief Financial Officer Mrs. Sarika Ghanekar, Company Secretary
(ii) Non-Executive Directors
Mrs. Supriya Prakash Rane Mr. Sharadchandra Abhyankar Mr. Sumit Dutta Chowdhary Mr. Devendra Kamalakar Parulekar Mr. Ashokkumar Vitthal Dugade Mr. Punit Kumar Jain
(iii) Subsidiary
InstaSafe Technologies Private Limited
(iv) Fellow subsidiary
InstaSafe Inc. (wholly owned subsidiary of InstaSafe Technologies Private Limited)
(v) Associate
Scanit Tecnnologies Inc
(vi) Enterprises over which Directors and Relatives of such personnel exercise significant influence:
Khaitan & Company LLP, Mumbai
Saffron Studios Private Limited
Lipsita Projects & Services Private Limited
Note 2.35 Capital management Risk management
The company’s objectives when managing capital are to:
(i) Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
(ii) Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the group monitors capital on the basis of the following gearing ratio:
Net debt (total borrowings net of cash and cash equivalents) divided by
Total ‘equity’ (as shown in the balance sheet, including non-controlling interests).
The Company's strategy is to maintain a gearing ratio within 1:1. The gearing ratios were as follows :
(i) Mehtod and assumptions used to estimate the fair value
"The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs are 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 are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range."
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole. The fair value hierarchy is described as below:
Financial Risk Management
The board of director has overall responsibility for the establishment & oversight of the company's risk management framework. The Board of director has established a risk management policy to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risk and adherence to limits. Risk management systems are reviewed periodically to reflect changed market conditions and the company's activities. The audit committee oversees how management monitors compliances with the company's risk management policies and procedures, and reviews the risk management framework. The audit committee is assisted in its oversight role by Internal Audit. Internal Auditor undertakes reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
Note 2.37 Details of Corporate Social Responsibility (CSR) expenditure
As per Section 135 of the Companies Act, 2013, company is require to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, and rural developement projects. A CSR committee has been formed by the company as per the act and the CSR funds are used in the areas mentioned above to some extent.
Note 2.38
The Company's business activity falls within a single business segment i.e. software and services and hence no additional disclosure other than those already made in the financial statements are required under Accounting Standard 108, "Operating Segments". The Company at present, operates in India only and therefore analysis of geographical segment is not applicable.
Note 2.39
Balance of Sundry Creditors, Debtors, Loans & Advances and Deposits are subject to confirmation and reconciliation if any. For the year, letters for confirmation of balances have been sent to various parties by the Company which have not been responded to. The Management however, does not expect any material changes therein. The balances are as per records available with the company.
Note 2.40 Additional Disclosure
Note 2.40(a) Relationship with Struck off Companies
The Company has not entered into any transactions with the Companies struck off under section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
Note 2.40(b): Details of Benami Property held
No proceedings have been initiated during the year or are pending against the Company as at March 31,2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
Note 2.40 (c): Loans or Advances in the nature of loans
No Loans or Advances in the nature of loans are granted to Promoters, Directors, KMPs and the related parties (as defined
under Companies Act, 2013), either severally or jointly with any other person.
Note 2.40(d) - Utilisation of Borrowed funds and share premium
a. The company has not advanced or invested funds (either borrowed funds or share premium or any other source or kind of funds) to any person(s) or entity(ies), including foreign entities (intremidiaries) with the understanding (whether recorded in writing or otherwise) that the intermidiary shall: (i) directly or indirectly lend or invest in other persons or entiities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
b. The company has not received any funds from any person(s) or entity(ies), including foreign entities (funding parties) with the understanding, whether recorded in writing or otherwise, that the company shall, directly or indirectly lend or invest in other persons or entiities identified in any manner whatsoever by or on behalf of the funding party (the ultimate beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
Note 2.40 (e) - Registration of Charges or satisfaction with Registrar of Companies
The Company does not have any charge or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
Note 2.41 Previous year's figures
The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The previous year's figures have been regrouped / reclassified wherever necessary, to
As per our report of even date For and on behalf of the Board of Directors
For Borkar & Muzumdar - Prakash B. Rane - Managing Director
Chartered Accountants (DIN : 00152393)
Firm Registration No-:101569W Sharadchandra D. Abhyankar - Director
DeePak Kumar Jain (Din : 00108866)
Partner
Membership No.: 154390 Sarika A- Ghanekar - Company Secretary
Mumbai Paresh M. Golatkar - Chief Financial Officer
May 24, 2024
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