(B) Rights, Preferences and Restrictions attached to shares
(i) The company has one class of equity shares having a par value of Rs.10 each.
(ii) Each shareholder is eligible for one vote per share held.
(iii) Each holder of the Equity Share is entitled to one vote per Share. The Company declares and pays dividend in Indian Rupees.
(iv) In the event of liquidation of the Company, the holders of Equity Shares shall 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. No preferential amounts exist as on the Balance Sheet date.
(E) In the period of five years immediately preceeding March 31, 2024
(i) The Company, as per the Special Resolution passed through postal ballot e-voting process declared on 18th November, 2023 has made allotment of bonus shares on 02nd December, 2023. Details of the bonus issue are as under:
Bonus Ratio : 1:1
No. of Shares Issued : 50,94,600 equity shares
The bonus issue of shares was from the balance of Securities Premium Account as on that date (Rs. 509.46 lakhs).
(ii) The Company has made a Public Issue of Shares on 14th July, 2023. The Company has its shares listed on the SME Platform of the BSE Limited. Details of the Public Issue of shares are as under:"
No. of Shares Issued : 13,41,600 equity shares Issue Price (per share) : Rs. 96 Face Value (per share) : Rs. 10 Securities Premium (per share) : Rs. 86 Issue Proceeds : Rs. 1,287.94 lakhs Towards Share Capital : Rs. 134.16 lakhs Towards Securities Premium: Rs.1,153.78 lakhs
(iii) The Company, as per the Special Resolution passed in its Extraordinary General Meeting held on 15th May, 2023 has made a bonus issue of shares on 18th May, 2023. Details of the bonus issue are as under:
Bonus Ratio : 11:1
No. of Shares Issued : 34,40,250 equity shares
The bonus issue of shares was from the balance of Securities Premium Account as on that date (Rs. 144.11 lakhs) and surplus in Profit & Loss Account (Rs. 199.91 lakhs).
(iv) During the financial year 2022-23, the company has made an allotment of 1,16,672 equity shares of Rs.10 each amounting to Rs.11.67 lakhs by way of Rights Issue. The shares were issued at a premium of Rs.105 per share amounting to Rs.122.51 lakhs.
No. of shares issued : 1,16,672 equity shares Issue Price (per share) : Rs. 115 Face Value (per share) : Rs. 10 Securities Premium (per share) : Rs. 105 Issue Proceeds : Rs. 134.17 lakhs Towards Share Capital : Rs. 11.67 lakhs Towards Securities Premium : Rs. 122.51 lakhs
(v) During the financial year 2021-22, the company has made an allotment of 96,078 equity shares of Rs. 10 each amounting to Rs. 9.61 lakhs by way of Rights Issue. The shares were issued at a premium of Rs. 28.5 per share amounting to Rs. 27.38 lakhs.
No. of shares issued : 96,078 equity shares Issue Price (per share) : Rs. 38.50 Face Value (per share) : Rs. 10 Securities Premium (per share) : Rs. 28.50 Issue Proceeds : Rs. 36.99 lakhs Towards Share Capital : Rs. 9.61 lakhs Towards Securities Premium : Rs. 27.38 lakhs
24. Segment Reporting
The whole business of the Company is treated as a single segment.
26. Tax provision is governed by using tax laws, rules, notifications, circulars, instructions, etc that are enacted as on the balance sheet date.
27. Financial Risk Management:
A. Credit Risk:
Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information."
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on
asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwardinglooking information such as:"
i. Actual or expected significant adverse changes in business,"
ii. Actual or expected significant changes in the operating results of the counterparty,"
ii. Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,
iv. Significant increase in credit risk on other financial instruments of the same counterparty,
v. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements."
Financial assets are written off when there are no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company.
B. Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows.
C. Capital Risk Management (a) Risk Management
The Company aim to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to our shareholders.
The capital structure of the Company is based on management’s judgment of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares."
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
29. Fair Value Measurement - Annexure enclosed
30. Earnings Per Share
Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The Company did not have any potentially dilutive securities in any of the years presented.
The Basic and Diluted earnings per share is restated for the comparative period after taking into consideration the effect of Bonus issue as on 02nd December 2023 and 18th May, 2023.
31. Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received from the management. The Company owes dues to micro, small and medium enterprises, which are outstanding for more than 45 days as at 31st March, 2024. Interest in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 is payable as at March 31, 2024. This information as required to be disclosed under the Micro, Small & Medium Enterprises Development Act 2006 has been
determined to the extent such parties have been identified on the basis of information available with the company.
32. Related Party Disclosures List of Related Parties
i. Promoter
? Holding Company: Alphalogic Techsys Limited
ii. Key Managerial Personnel
? Mr. Vedant Goel, Managing Director
? Mr. Anshu Goel, Non-Executive Director
?Mr. Montubhai Gandhi, Executive Director & Chief Executive Officer
? Mrs. Krina Gandhi, Executive Director & Chief Financial Officer
?Mr. Rohan Wekhande, Independent Director
? Mr. Amar Raykantiwar, Independent Director
? Ms. Aayushi Khandelwal, Company Secretary and Compliance Officer
?Ms. Vanshika Sharma, Company Secretary and Compliance Officer of Holding Company
iii. Relative of Director
? Mrs. Angrejobai Goel
iv. Entities over which Key Managerial Personnel or their relatives are able to exercise significant influence:
? Alphalogic Techsys Limited - Holding Company
? Shree Krishna Engi Corp - An Entity in which Director is Proprietor
? Neo Mega Steel LLP - A firm in which Director is Partner
v. Subsidiary of Promoter Company
? Faraday Digital Inc. (Liquidated as on 22nd December, 2023)
33. Ratio Analysis - Refer Annexure
34. 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 does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iii. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year."
iv. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), 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."
The Company has not received any fund from any person(s) or entity(is), 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"
vi. Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."
vii. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax
Viii. The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India."
Ix. The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
x. The Company has not revalued any of its Property, Plant and Equipment during the year."
35. Contingent Liabilities
The company has not been registered under PF and ESIC Acts. The liability arising out of the same cannot be ascertained.
The company has not provided for the retirement benefits of employees as per "IND AS 19: Employee Benefits". The impact of the same cannot be ascertained.
36. Previous year’s figures have been regrouped, rearranged, reworked & reclassified wherever necessary."
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