a. Aggregate carrying value of unquoted investments is ' 3,707 Million as at March 31, 2024 (as at March 31, 2023: ' 2,874 Million).
b. Aggregate amount of diminution in value of investments is ' 194 Million as at March 31, 2024 (as at March 31, 2023: ' 194 Million).
c. NCLT, through its Order dated July 17, 2023, approved the Scheme of arrangement wherein the Operating Paints Business of Gem Paints Private Limited i.e. demerged Company has been transferred to its subsidiary, namely, Esha Paints Private Limited i.e. Resultant Company and renamed as Gem Paints Private Limited (now known as Astral Coatings Private Limited) with the appointed date April 1, 2022, which was filed with Registrar of Companies on August 1, 2023 i.e. effective date.
Upon the Scheme becoming effective, the Company had withdrawn the nomination of the majority of Directors on the Board of Demerged Company, whereby the demerged Company (including its subsidiaries and associates, representing the non-operating business) had ceased to be a subsidiary of the Company.
During the financial year ended March 31, 2024, 0.0001% Optionally Convertible Debentures (OCDs) were transferred to the Resultant Company as part of Operating Paints Business of demerged Company and were fully redeemed as per the definitive agreements. Subsequently, the Company has acquired 80% equity stake (including an additional controlling stake of 29%) for a consideration of ' 2,773 Million in Astral Coatings Private Limited.
d. The Company has promoted section 8 Company, i.e Astral Foundation, under the Companies Act, 2013 for the purpose of carrying out CSR activities.
Note: Refer note 38 for detailed disclosure on the fair values.
* Includes portion of compound financial instrument and fair valuation of loan (net of impairment) of Nil as at March 31, 2024 (as at March 31, 2023: Nil)
** Loan amount given for business purposes, carries interest rate of 7% p.a. and same was received back during the current year.
3. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.
a) Rights, Preferences and Restrictions Attached to Shares
The Company has issued only one class of equity shares having value of ' 1/- per Share. Each holder of equity shares is entitled to one vote per share and are entitled to dividend as and when declared. All shares rank equally with regard to the Company's residual assets after distribution of all preferential amounts.
f) Stock Options Granted Under the Employee Stock Options Scheme
1. Details of the Employee stock option plan of the Company
Astral Limited (the Company) formulated Employees Stock Option Scheme viz. Astral Employee Stock Option Scheme 2015 ("the Scheme") for the benefit of employees of the Company. Shareholders of the Company approved the Scheme by passing special resolution through postal ballot dated October 21, 2015 and was further amended vide shareholders resolution passed in the Annual General Meeting held on August 21, 2020. Under the said Scheme, Nomination and Remuneration Committee is empowered to grant stock options to eligible employees of the Company, up to 150,000 (Ex-bonus) Minimum vesting period of stock option is one year and exercise period of stock option is one year from the date of vesting.
The Committee granted 16,282 stock options on November 14, 2015, 21,600 stock options on March 30, 2017, 22,400 stock options on November 13, 2017, 7,450 stock options (Ex-bonus) on June 29, 2019, 9,310 stock options on October 24, 2019, 12,413 stock options on August 4, 2020, 12,413 stock options on July 1, 2021, 15,996 stock options on October 8, 2022 and 15,436 stock options on October 18, 2023 totaling 135,160 stock options till date. Each stock option is exercisable into one equity share of face value of ' 1/- each.
The Company made bonus issue of shares in the proportion of 1:3 i.e. 1 (One) bonus equity shares of ' 1/- each for every 3 (Three) fully paid-up equity shares held during the financial year 2022-23. A fair and reasonable adjustment was made in respect of options unvested/yet to be exercised, options available for grant and their exercise price to give effect to the bonus in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2015. Post Bonus issue adjustment the Exercise price of all stock options available for grant and options unvested/yet to be exercised arrives at ' 22.5 share (Ex-bonus exercise price of all stock options was ' 30/-share). Each stock option is exercisable into one equity share of face value of ' 1/- each.
Further the Company has obtained in principle approval from stock exchanges for additional 37,652 equity shares under Astral Employee Stock Option Scheme, 2015 pursuant to Bonus Issue of shares by the Company as approved by shareholders vide ordinary resolution dated March 3, 2023.
The stock option outstanding at the end of the current year had a weighted average exercise price of as ' 22.50 (Previous year: ' 22.50), and weighted average remaining contractual life of 441 days (i.e. 1.21 years) (Previous year: 401 days (i.e. 1.10 years)).
Notes:
a. In August 2023 and October 2023, the dividend of ' 2.25 per share (total dividend ' 604 Million) and ' 1.50 per share (total dividend ' 403 Million) respectively, was paid to holders of fully paid equity shares.
b. In August 2022 and November 2022, the dividend of ' 1.75 per share (total dividend ' 352 Million) and ' 1.25 per share (total dividend ' 251 Million) respectively, was paid to holders of fully paid equity shares.
c. During the financial year 2022-23, the Company allotted 67,152,893 equity shares of ' 1/- each as fully paid up bonus shares by utilising securities premium amounting to ' 67 Million, pursuant to an ordinary resolution passed after taking the consent of shareholders through Extra Ordinary General Meeting.
d. Nature and Purpose of reserve Capital reserve
The Company has created capital reserve out of capital subsidies received from state Governments of ' 4 Million, further Capital Reserve of ' 91 Million created on amalgamation of erstwhile subsidiaries, Resinova Chemie Limited and Astral Biochem Private Limited, with the Company.
Securities premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium.
General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income. It can be used for distribution to equity shareholders only in compliance with the Companies Act, 2013, as amended.
Revaluation reserve
The Company has created revaluation reserve out of revaluation of land carried out during the year 2004-05.
Shares pending allotment
Shares pending allotment represents equity shares to be issued pursuant to business combination.
Stock Option Outstanding Account is used to recognise grand date fair value options vested to employees under various equity settled schemes. The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit
and Loss with corresponding credit to Stock Options Outstanding Account.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
1. Refer Note 38 for information about liquidity risk.
2. Working capital facilities of the Company from certain banks are secured by way of first Pari-Passu charge on the current asset.
3. Term Loan of IndusInd Bank Limited of ' 300 Million (as at March 31, 2023: Nil) repayable within 72 months till December 2029. Rate of Interest for Term Loan ranges from 7.50% to 8.50%.
4. Buyers Credit : Rate of interest for buyer's credit ranges from 5.00% to 7.00% p.a.
a. Axis Bank Limited buyer's credit of ' Nil (as at March 31, 2023: ' 21 Million) repaid.
33. CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR
(' in Million)
|
Sr. Particulars No.
|
As at March 31, 2024
|
As at March 31, 2023
|
Contingent Liabilities# *
|
1 In respect of Income Tax
|
16
|
33
|
2 In respect of Goods and Service Tax (GST), Value Added Tax and Central Sales Tax
|
11
|
61
|
Commitments
|
1 Capital Contracts remaining to be executed (Net of Advances)
|
1,917
|
1,084
|
2 Letters of Credits for Purchases
|
1,164
|
584
|
# The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required.
|
* Future cash outflows in respect of the above matters are determined only on receipt of judgments/decisions pending at various forums/authorities.
|
34. EMPLOYEE BENEFITS
Post-Employment Benefit
Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.
Asset liability matching risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.
Concentration risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.
Defined Contribution Plan
Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other funds" in Note 27'92 Million (Previous Year: ' 74 Million).
Defined Benefit Plan
The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to insurance service providers who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:
General Description of the Plan
The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.
The defined benefit plans typically expose to the Company to various risk such as:
Interest rate risk: A fall in the discount rate which is linked to the Government Securities. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using" 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 Balance Sheet.
There were no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The Company expects to make a contribution of ' 3 Million (as at March 31, 2023: ' 14 Million) to the defined benefit plans during the next financial year.
38. FINANCIAL INSTRUMENTS
1. Capital Management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through optimisation of debt and equity balance.
The capital structure of the Company consists of net debt (borrowings and lease liabilities as detailed in note 15 off set by cash and bank balances) and total equity of the Company.
The risk management committee of the Company reviews the risk capital structure of the Company. As part of this review the Company considers the cost of capital and the risk associated with each category of funding.
Objectives, policies or processes for managing capital are reviewed regularly to reflect changes in market conditions and the Company's activities during the years ended March 31, 2024 and March 31, 2023.
3. Financial Risk Management Objectives
The Company's financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets.
The Company's business activities are exposed to a variety of financial risks, namely market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The Company's senior management has the overall responsibility for establishing and governing the Company's risk management framework who are responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy
accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
A. Management of market risk
The Company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
- currency risk;
- interest rate risk;
- commodity risk.
i. Currency risk
The Company's activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk.
Derivative instruments:
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts and Currency Options for speculative purposes.
There are no outstnading forward contract as at March 31, 2024 and March 31, 2023.
Foreign currency sensitivity analysis
The Company is mainly exposed to the currency: USD, EUR, GBP and AED.
The following table details, Company's sensitivity to a 5% increase and decrease in the rupee 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. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. 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 rate. A positive number below indicates an increase in the profit and equity 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 and equity, and the balances below would be negative.
The Company, in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rate variations. The counter party is generally a bank. These contracts are for a period between one day and five years. The above sensitivity does not include the impact of foreign currency forward contracts and option contracts which largely mitigate the risk.
ii. Interest rate risk
Interest rate risk is the risk that the future cash flow with respect to interest payments on borrowing will fluctuate because of change 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 obligation with floating interest rates.
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.
iii. Commodity Risk
Commodity price risk for the Company is mainly related to fluctuations in raw material prices linked to various external factors, which can affect the revenue, cost and inventories.
Company effectively manages deals with availability of material as well as price volatility through:
1. Widening its sourcing base;
2. Appropriate contracts and commitments; and
3. Well planned procurement & inventory strategy.
Risk management committee of the Company has developed and enacted a risk mitigation strategy regarding commodity Price risk and its mitigation.
B. Management of credit risk
Credit risk refers to the risk that a counter party will default on its contractual obligation resulting in financial loss to the Company. 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, foreign exchange transactions and other financial instruments. The Company assesses the potential customer's creditability based on groups internal
assessment. The Company's exposure are continuously monitored and the aggregate value of transactions concluded, are spread amongst approved counter parties (Refer note 10, 11 and 12).
C. Management of liquidity risk
liquidity risk is the risk of shortage of fund that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
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.
39. LEASE
Company as a Lessee
The Company's lease asset classes primarily consist of leases for Property, Plant and Equipment.
The Company has lease contracts for land and buildings used in its operations. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases of buildings with lease terms of 12 months or less. The Company applies the 'short-term lease' recognition exemptions for these leases. There are no low value lease assets.
41. SEGMENT REPORTING
The Company has presented segment information in the Consolidated Financial Statement which is presented in the same financial report. Accordingly, in terms of paragraph 4 of Ind AS 108 - Operating Segments, no disclosure related to segments are presented in this standalone financial statement.
43. During the year ended March 31, 2022, erstwhile Resinova Chemie Limited, amalgamated with Company, had fire at storage section of factory premises, damaging Inventories and Property, Plant and Equipment (PPE) and accordingly, recognised insurance claim receivable to the extent of loss incurred. During the year ended March 31, 2023, the claim has been settled and consequently, amount of ' 18 Million has been charged off in profit and loss statement under the head 'Exceptional Items'.
44. TRANSACTIONS WITH STRUCK OFF COMPANIES
There are no transactions with struck of companies during the year ended March 31, 2024 and March 31, 2023.
45. 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 persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). Further,
No funds have been received by the Company from any parties (Funding Parties) 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 or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
46. The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software.
Audit trail feature was not enabled for direct changes to data when using certain access rights, which, subsequent to year ended March 31, 2024, the Company has initiated the process of enabling audit log at database level to cover database and table access, if any.
47. The figures for the previous year have been regrouped/ reclassified wherever necessary to confirm with the current year's classification. The impact, if any, of such regrouping is not material to the financial statements.
48. EVENTS AFTER THE REPORTING PERIOD
The Board of Directors, in its meeting held on May 17, 2024, has proposed a final dividend of ' 2.25 per equity share for the financial year ended March 31, 2024. The proposal is subject to the approval of shareholders at the Annual General Meeting and if approved would result in a cash outflow of approximately ' 604 Million.
|