(a) The Company entered into Memorandum of Undertaking ( MOU) dated August 10,2010, with Government of Gujarat (GOG) for the Land lease which expired on July 31,2018 and the Company had made an application for renewal on December 28, 2017. As per the MOU with GOG, the lease term can be further extended for a duration and conditions as mutually agreed at that time. There is also a GOG circular no 1597/1372/D dated October 9, 2017 which states that such leases can be extended for a period of thirty years. The company has also been receiving demand note annually for the revised lease rents as per GoG circular and the company has been meeting this payment. Management made an assessment of the facts disclosed above and taking into consideration of similar experiences during renewal in group company, is confident of obtaining the renewal of land lease. The Useful life of PPE and ROU assets have been determined by the management considering that the lease would be extended. The entire production facility is located on this leased land.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables by adopting a simplified approach by using provision matrix which is based on historical credit loss experience. The expected credit loss allowance is based on the ageing of the days the receivables are due, the rates as given in the provision matrix and other factors. The range of provision created as a percentage of outstanding under various age groups below 180 days past due comes to 0% - 20%. The Company as a policy provides for 100% for outstanding above 180 days past due taking into account other factors.
The Company has completed the Initial Public Offer (IPO) of 3,59,28,869 Equity shares of face value of '2 each at an issue price of '407 per equity share comprising offer for sale of 1,61,50,000 equity shares by selling shareholders and fresh issue of 1,97,78,869 shares. The equity shares of the Company were listed on National Stock Exchange of India Limited (“NSE”) and Bombay Stock Exchange of India limited (“BSE”) on November 21,2022.
Pursuant to resolution of the Board dated October 22, 2022, the Company had converted 6,72,000 CCDs into 69,40,715 equity shares of face value of ?2 each for an aggregate consideration of ?672 lakhs, which was paid at the time of allotment of CCDs.
Pursuant to the resolution passed by the Board and resolution passed at the Nomination Remuneration Committe on October 07,2022 the Company has granted the issuance of 4,91,400 Employee Stock Options (ESOP's) to the eligible employees of the Company in accordance with Archean Chemical - Employee Stock Option Plan 2022. The Vesting Period of ESOP is between 12 months to 60 months. The first lot of shares (3,43,980) were exercised and allotted on November 03,2023 and December 02, 2023.
Note 12.2: Terms / Rights attached to Equity Shares
The Company has only one class of Equity shares having a par value of '2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential accounts, in proportion to their shareholding.
12.4 The Company has issued Stock options to employees under ESOP Scheme 2022.(Refer Note 33D)
12.5 The Company does not have any bonus share issued and shares bought back during the period of five years immediately preceding the reporting date March 31, 2024 and March 31, 2023.
12.6 The loans from the following promotors were converted into equity shares of '10 each with a premium of '38.41 per share in the financial year 2018-19.
Nature and purpose of other reserves
(a) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act 2013.
(b) Retained earnings
Retained earnings represents company's cumulative earnings since its formation less the dividends/ Capitalisation, if any.
(c) Debenture Redemption Reserve
Pursuant to Rule 18(7)(b)(iv) of the Companies (Share Capital and Debentures) Rules, 2014, as amended vide the Companies (Share Capital and Debentures) Amendment Rules dated August 16, 2019, the Company, being an unlisted company, is required to create a Debenture Redemption Reserve out of profits of the company available for payment of dividend,at the rate of ten percent of outstanding value of debentures. Post IPO, the debentures have been redeemed fully and balance in DRR account has been transferred to General Reserve.
(d) Share Options Outstanding Account
Pursuant to the resolution passed by the Board and resolution passed at the Nomination Remuneration Committe on October 07,2022 the Company has granted the issuance of 4,91,400 Employee Stock Options (ESOP's) to the eligible employees of the Company in accordance with Archean Chemical - Employee Stock Option Plan 2022. The amount of options(difference between fair value and exercise price) granted under the ESOP scheme has been recognized in the share options outstanding account.
a) Post IPO, the Company has redeemed Non - Convertible debentures on November 19,2022. The delisiting of redeemed debentures from BSE was completed on January 02,2023.
b) Pursuant to resolution of the Board dated October 22, 2022, the Company had converted 6,72,000 CCDs (Note 16) into 69,40,715 equity shares of face value of ? 2 each for an aggregate consideration of ? 67.20 million, which was paid at the time of allotment of CCDs.
c) Term Loan from Banks: The Loan is repayable over a period of five years as per the agreement entered with bank at an interest rate of 8.90%p.a.. The loan is secured by wayof hypothecation of specific vehicle.
d) Term Loan from Others: The Loan is repayable over a period of four years as per the agreement at an interest rate of 12%p.a.The Loan is secured by way of hypothecation of specific vehicle.
e) Loan repayable on demand from Banks: The Loan is secured by
i) Exclusive charge on fixed deposits of '15 Crs,
ii) Second paripaasu charge on the buildings and plant & equipment of the Company,
iii) First pari Passu charge on the current assets of the Company. Rate of Interest - 8.75% p.a.
Note 22.1: Disaggregation of Revenue information
The table below presents disaggregated revenues from contracts with customers which is recognised based on goods transferred at a point of time by geography and offerings of the Company. As per the management, the below disaggregation best depicts the nature, amount, timing and uncertainty of how revenues and cash flows are affected by industry, market and other economic factors.
Note 22.2: Trade receivables
The Company classifies the right to consideration in exchange for deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods are delivered to the customer.
Trade receivable are presented net of impairment in the Balance Sheet.
Note 31 Segment Reporting
The Company is engaged in the activities related to manufacture of marine chemicals. The Chief Operating Decision Maker (Board of Directors) review the operating results as a whole. For purposes of making decisions about resources to be allocated and assess its performance, the entire operations are to be classified as a single business segment, namely Marine Chemicals. The geographical segments considered for disclosure are - India and Rest of the World. All the manufacturing facilities are located in India. Accordingly, there is no other reportable segment as per Ind AS 108 Operating Segments.
31.1 Geographical information
The Company's revenue from external customers by location of operations and information about its non current assets** by location of operations are detailed below. The geographical segments considered for disclosure are - India and Rest of the World. All the manufacturing facilities are located in India.
Note 31.2: Information about revenue from major customers
Two external customer contributed more than 10% of total revenues of the Company. The share of the revenue for the year ended March 31, 2024 is 38.2% (FY 22-23 -23.4%.).
Note 33: Employee benefit plansA. Defined contribution plans
The Company makes Provident fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised '178.87 lakhs (Previous year ended March 31, 2023 - '148.28 lakhs) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to the plans by the Company are at rates specified in the rules of the schemes.
B. Defined benefit plans Gratuity
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India(LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk : The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
I nvestment Risk : The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Longevity risk: The present value of the defined benefit obligation is calculated by reference to the best estimate of the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
The company has generally invested the plan assets with the insurer managed funds. The insurance company has invested the plan assets in Government Securities, Debt Funds, Equity shares, Mutual Funds, Money Market Instruments and Time Deposits. The expected rate of return on plan asset is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.
(i) The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations
(ii) The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
(iii) The entire Plan Assets are managed by Life Insurance Corporation of India (LIC). The data on Plan Assets has not been furnished by LIC.
(iv) Experience adjustments has been disclosed based on the information available in the actuarial valuation report
Please note that 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 assumptions 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 of assumptions used in preparing the sensitivity analysis from prior years.
The company's best estimate of the contribution expected to be paid to the plan during the next year is '58.95 lakhs (2022-2023: '47.18 lakhs).
D. Share Based Payments
Pursuant to the resolution passed by the Board and resolution passed at the Nomination Remuneration Committe on October 07,2022 the Company has granted the issuance of 4,91,400 Employee Stock Options (ESOP's) to the eligible employees of the Company in accordance with Archean Chemical -Employee Stock Option Plan 2022. The Vesting Period of ESOP is between 12 months to 60 months.
Each Employee Stock Options converts into one equity share at an exercise price of '2 per share. The fair value of options granted as on the date of grant is '407.
An amount of '871.05 lakhs ('757.77 lakhs) has been recognized as employee stock options expenses in statement of profit or loss.
Note 34: Financial Instruments Note 34.1: Capital Management
TThe company manages it's capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. The company is not subject to any externally imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings as detailed in note 14 and note 16 (accrued interest and offset by cash and bank balances) and total equity of the Company.
The Company during the year has put in place the risk management policy and the same is being reviewed periodically post implementation.
Note 34.3: Financial risk management objectives
The Company's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Company has implemented a hedging policy during the period /year, to minimise the effects of foreign exchange fluctuations.
The Corporate Treasury function reports quarterly to the Chief Financial Officer and overseen by the board.
Note 34.4: Market Risk
The company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
Market risk exposures are measured using sensitivity analysis.
There has been no change to the Company's exposure to market risks or the manner in which these risks are being managed and measured.
The Company is exposed to foreign exchange risk arising from foreign currency transactions on account of sale / purchase of goods. Foreign exchange risk arises from recognised assets denominated in a currency that is not the Company's functional currency ('). The risk is measured through a forecast of foreign currency cash flows that would arise due to the underlying assets and liabilities held.
The Company has entered into futures contracts to manage a portion of foreign currency risk arising out of realisation of foreign currency receivables. The strategy followed by the Company is tracking the foreign currency exchange rates and settlement of the payables at the time when the exchange rates are favourable.
The company is mainly exposed to the currency of USD and EURO.
The following table details the company's sensitivity to a 5% increase and decrease against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit where the rupee strengthens 5% against the relevant currency. For a 5% weakening of the rupee against the relevant currency, there would be a comparable impact on the profit.
Note 34.6: Interest rate risk management
The long term borrowings appearing in the balance sheet carries a fixed rate of interest and hence the company is not exposed to interest rate variability. However a portion of customer advances appearing as non current liabilities is carries a variable rate and is exposed to rate fluctuations. The sensitivity analysis is carried out on customer advances and is shown below.
The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.
If interest rate had been 50 basis points higher/lower and all other variables were held constant, the Company's 'Profit for the year ended March 31,2024 would not have any impact as there are no liabilities with floating rate as at March 31, 2024. This is mainly attributable to the Company's exposure to interest rates on its variable rate borrowings.
Note 34.8: 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. The company uses other publicly available financial information and its own trading records to rate its major customers. The company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved on a regular basis. Also majority of sales are carried out through letter of credit and secured.
The Company does not have significant credit exposure to any single customer. Concentration of Credit Risk to single customer did not exceed 10% of receivables in FY 2023-24 except for four customers whose outstanding balance was '8601.62 Lakhs. (FY 2022-23 - '3632.16 Lakhs).
Note 34.9: Liquidity risk management
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-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Note 34.9.2 below sets out details of facilities that the Company has at its disposal.
34.9.1 Liquidity and interest risk tables
The following tables detail the company's remaining contractual maturity for its non-derivative 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. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.
The following table details the Company's expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company's liquidity risk management as the liquidity is managed on a net asset and liability basis.
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.
Note 34.9.2: Financing facility
As per the debenture trust deed, NCD's of '73,970 lakhs issued under tranche I programme during the year 2018-19 and the company has issued NCDs worth of '4,030 lakhs under tranche III programme and NCDs worth '6,000 lakhs towards bromine expansion under tranche II programme during the 201920. Post IPO, the Company has redeemed Non - Convertible debentures on November 19, 2022. The delisiting of redeemed debentures from BSE was completed on January 02,2023.
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
34.10.1 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The fair values of the financial assets and financial liabilities included in the level 1 and level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
Note 37.1: Contingent liabilities and commitments (to the extent not provided for)
|
Particulars
|
As at
March 31, 2024
|
As at
31 March 2023
|
Contingent liabilities
|
|
|
a. Disputed Service tax, Sales tax and Income tax dues under appeal (refer Note 37.1 (a))
|
5,679.10
|
654.68
|
b. Corporate Guarantee given to Acume Chemicals Private Limited (WOS)
|
16,700.00
|
-
|
c. Capital Commitments
|
504.36
|
2,187.90
|
d. Minimum demand charges payable to PGVCL*
|
156.86
|
-
|
Total
|
23,040.32
|
2,842.58
|
* Appeal has been filed against the demand raised by PGVCL. An amount of'156.86 lakhs has been paid under protest.
|
Note 38 : Dues to Micro, Small and Medium Enterprises:
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the 'Micro, Small and Medium Enterprises Development Act, 2006' ('the Act'). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2024 and March 31, 2023 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet date.
Note 39: Events after the reporting date
Nil
Note 40: Others
A. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whetherrecorded in writing orotherwise,thatthe Intermediary shalllendorinvestin partyidentified byoronbehalfoftheCompany(UltimateBeneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
B. The borrowings from banks and financial institutions have been used for the purposes for which it was taken at the balance sheet date.
C. The Company does not have any Benami property, where any proceeding has been initiated or pending against the company and benami property.
D. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.
E. The Company has not traded or invested in Crypto currency or virtual currency during the financial period.
F. The Company does not have any transaction which is not recorded in the books of account that has been surrendered, disclosed as income during the year in the tax assessments under the income tax act, 1961 (such as, search or survey or any of the relevant provisions of the Income tax Act, 1961.)
G. Relationship with Struck-off Companies: The Company has searched for transactions with Struck-off companies by comparing company's counter parties with publicly available database of struck-off companies through a manual name search. Based on such a manual search, there are no transactions with the struck off comapnies for the FY 2023-24.
H. Final Dividend of Re.1 per equity share amounting to '1233.97 Lakhs for the Financial Year 2023-24 recommended by Board of Directors which is subject to approval of shareholders at the ensuing Annaul General Meeting is not recognized as liability at the Balance Sheet date.
41. Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 14, 2024
42. The implementation of the Code on Social Security, 2020 is getting postponed. The Company will assess the impact thereof and give effect in the Financial Statements when the date of implementation of the codes and the Rules / Schemes thereunder are notified.
43. The previous year figures have been regrouped / rearranged to conform to current period classification.
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