(A) Rights, Preferences and Restrictions attached to shares
(i) The company has one class of equity shares having a par value of Rs.5 each.
(ii) Each holder of the Equity Share is entitled to one vote per Share. The Company declares and pays dividend in Indian Rupees.
(iii) 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.
(iv) The company has issued convertible share warrants with the validity of 18 months on 19th November, 2022 after receipt of 25% of the subscription money to the promoters and non promoter category . The number of warrants outstanding as on 31.03.2024 is 7,70,000.
(i) The Company, as per the Board Resolution passed in its Board Meeting held on February 14, 2024 has converted 4,47,000 warrants and issued 4,47,000 equity shares of face value of Rs. 5 each on 14th February 2024. The Company has received 75% of the subscription money on allotment of such converted equity shares. Further, along with the said allotment, the Company has allotted 1,48,999 bonus equity shares to the eligible allottees who were entitled for bonus shares reserved for outstanding convertible warrants in the ratio of 1:3 post conversion of warrants.
(ii) The Company, as per the Ordinary Resolution passed by Postal Ballot dated 07 December, 2023 has made issue of bonus shares which was alloted by Board of Directors on 23rd December, 2023. Details of the Bonus issue are as under:
The bonus issue of shares was from the balance of Securities Premium Account as on that date (Rs. 469.96 lacs) and surplus in Profit & Loss Account (Rs. 115.65 lacs).
(iii) The company, as per the approval of members in its Extra Ordinary General Meeting held on November 11, 2022 has issued 25,00,000 convertible share warrants with the validity of 18 months on 19th November, 2022 after receipt of 25% of the subscription money to the promoters and non promoter category. The company converted 12,83,000 warrants and issued 12,83,000 equity shares on 19th November 2022. The number of warrants outstanding as on 31.03.2023 is 12,17,000.
(iv) The company, as per the approval of members in its Annual General Meeting held on August 26, 2022 has made a Bonus issue of Shares on 22 September, 2022. Details of the Bonus Issue are as under:
Bonus Ratio: 1:2
(1 Bonus Share alotted for each 2 held)
No of Shares Issued: 1,12,86,589
The bonus issue of shares was from balance in Securities Premium Account as on that date (Rs. 488.54 lacs) and surplus in Profit and Loss Account (Rs. 75.79 Lacs).
(v) The company as per the special resolution passed in its Extra Ordinary General Meeting held on 11 January, 2022 has made prefrential allotment of 20,31,000 equity shares of face value Rs.5 each at an issue price of Rs. 29.55 each.
(vi) The company on 6 October, 2021 has made sub-division of equity shares having a face value of Rs.10 each into 2(Two) equity shares having a face value of Rs.5 each.
(vii) The company, as per the approval of members in its Annual General Meeting held on July 30, 2021 has made a Bonus issue of Shares on 11 August, 2021. Details of the Bonus Issue are as under:
Bonus Ratio: 27:10
(27 Bonus Shares allotted for each 10 held)
No of Shares Issued: 74,95,119
The bonus issue of shares was from balance in Securities Premium Account as on that date (Rs. 515,90 lacs) and surplus in Profit and Loss Account (Rs. 233.61 lacs).
(viii) The company had a Rights Issue of Shares as on March 31, 2019. Details of the Rights issue are as under:
No. of Shares Issued :35,998 Issue Price (Per Share) : Rs. 165 Face Value (Per Share) : Rs. 10 Securities Premium (Per Share) : Rs. 155 Issue Proceeds : Rs. 59.40 lacs Towards Share Capital : Rs. 3.60 lacs Towards Securities Premium : Rs. 55.80 lacs
The consideration for the issue of shares was adjusted against loan from directors outstanding as on that date.
(ix) The company, as per the Special Resolution passed in its Extraordinary General Meeting held on June 15, 2019 has made a Bonus issue of Shares on 26 June, 2019. Details of the Bonus Issue are as under:
Bonus Ratio: 14:1 (14 Bonus Shares alotted for each 1 held)
No of Shares Issued: 19,03,972
The bonus issue of shares was from balance in Securities Premium Account as on that date (Rs. 55.80 lacs) and surplus in Profit and Loss Account (Rs. 134.60 lacs).
(x) The company has made a Public Issue of Shares during August 2019. The company has its shares listed on the Start Up platform of the Bombay Stock Exchange. Details of the Public issue of Shares are as under:
No. of Shares Issued : 7,36,000
Issue Price (Per Share) : Rs. 84
Face Value (Per Share) : Rs. 10
Securities Premium (Per Share) : Rs. 74
Issue Proceeds : Rs. 618.24 lacs
Towards Share Capital : Rs. 73.60 lacs
Towards Securities Premium : Rs. 544.64 lacs
27. 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 provided for the gratuity as retirement benefits of employees. The impact of the same has been reported in financials.
28. Segment Reporting
The Company has identified business segments as reportable segments. The business segments comprise:
1) Services
2) Sale of Goods
3) Investment
4) Manufacturing
Revenue and expenses directly attributable to segments are reported under each reportable segment. Similarly, assets and liabilities directly attributable to segments are reported under each reportable segment. The assets and liabilities which are not directly identifiable to each reporting segment have been disclosed as unallocable corporate assets and liabilities.
32. Tax provision is governed by using tax laws, rules, notifications, circulars, instructions, etc. that are enacted as on the balance sheet date.
33. 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 forwarding-looking 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,
iii. 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 judgement 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.
36. 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.
37. The company has not received any intimation from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Based on information available with the Company outstanding to small-scale industrial undertakings are Rs. Nil (previous year Nil). There are no micro, medium enterprises to whom company owes dues, which are outstanding more than 45 days during the year and also as at 31st March, 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.
39. Ratio Analysis - Refer Annexure40. 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.
vi. 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 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 assessments under the Income T ax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
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.
41. Previous year's figures have been regrouped, rearranged, reworked & reclassified wherever necessary.
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