(1) Terms and rights attached
The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/its share of the paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.
(2) The promoter holding of 6.66% of EDC Limited have been reclassified as public holding w.e.f 02 May 2022.
(3) The Company have bought back 3.33 lakhs shares in F.Y. 2019-20, apart from this there is no other corporate actions/changes w.r.t share capital viz, bonus issue, fresh issue, allotment of shares, change in paid up capital in the last five years.
(iii) Performance obligations
The Company satisfies its performance obligations pertaining to the sate of bus bodies and pressing segment items at point in time when the control of goods is actually transferred to the customers. No significant judgment is involved in evaluating when a customer obtains control of promised goods. The contract is a fixed price contract and does not contain any financing component. The amount receivable is generally due within 30 days. The Compnay have opted for invoice discounting facility with Tata Capital Limited. The facility is unsecured and discounting rate is 1.08% which is paid by the Compay to TML (31 March 2023 - 0.47%). There are no other significant obligations attached in the contract with customer.
(iv) Transaction price
There is no remaining performance obligation for any contract for which revenue has been recognised till year end.
(v) Determining the timing of satisfaction of performance obligations
There are no significant judgments involved in ascertaining the timing of satisfaction of performance obligations, in evaluating when a customer obtains control of promised goods, transaction price and allocation of it to the performance obligations.
(vi) Determining the transaction price and the amounts allocated to performance obligations
The transaction price ascertained for the only performance obligation of the Company (i.e. Sale of goods) is agreed in the contract with the customer. There is no variable consideration involved in the transaction price.
(vii) Cost to obtain contract or fulfill a contract
There is no cost incurred for obtaining or fulfilling contract with customers.
(v) TheHon'bLeSupremeCourtofIndia("SC”)bytheirorderdated28.02.2019,setouttheprincipLesbasedonwhichaLLowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. Further, thereareinterpretative challengesand considerableuncertainty, including estimating theamountretrospectively. Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the financial statements. The Company has also obtained a legal opinion on the matter and basis the same there is no material impact on the financial statements as at 31.03.2023 and 31.03.2024. The Company would record any further effect on its financial statements, on receiving additional clarity on the subject.
The management believes that, the aforesaid claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of these matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported year.
36) Employee Benefits A Defined benefit plan
(a) 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 to 30 days salary payable to each completed year of service as per the Company policy. Vesting occurs upon completion of 5 years of service. The Company account for the liability for gratuity benefits payable in the future based on an actuarial valuation.
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. Further more, 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 obligations liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
IX. The Company has invested in assets which are insurer managed funds.
B Defined contribution plans
I. The Company has a superannuation plan (defined contribution plan). The Company has obtained insurance policy with Life Insurance Corporation of India. The company contributes 15% eligible employees salary to the trust every year. Amount recognised as expense in respect of this defined contribution plans, aggregate to Rs. 301.90 lacs (Previous year Rs. 255.05 lacs).
II. In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary (currently 12% of employees' salary). The contributions, as specified under the law, were made to the government administrated fund. The amount recognised as expense in respect of this defined contribution plans, aggregate to Rs. 249.52 lakhs (Previous year Rs. 204.71 lakhs).
1. Maximum amount of outstanding Loans given to TML during the year is Rs. 9,200 Lakhs
2. The Return on investment of the above investment is 7.26% (previous year 6.14%).
d. There is no loans or advance in the nature of loans granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties.
38) Segment information
(a) The Company has identified business segments as reportable segments.
The Company has two reportable segments:-
i) Pressing division - Manufacturing of pressed parts, components, sub-assemblies and assemblies for various range of automobiles.
ii) Bus body building division - Manufacturing of bus bodies and component parts for bus bodies.
(b) Inter-segment
Inter-segment transfers are made at transfer price.
(c) Common Expenses
Common Expenses are allocated to different segments on reasonable basis as considered appropriate.
* Financials assets and Liabilities such as trade receivables, cash and cash equivalents, other bank balances, inter corporate deposits, advances to employees, interest accrued, subsidy receivable from Government, cash credit account, trade payables, unclaimed dividends, payable for voluntary retirement scheme and other financial liabilities are largely short term in nature. The fair value of these financial assets and liabilities approximate their carrying amount due to the short term nature of such assets and liabilities.
ii. Measurement of fair values
Level 1: level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: level 2 hierarchy includes fair value of the financial instruments that are not traded in an active market. Fair value of these financial instruments is determined using valuation, which maximise the use of observable market data and rely
as Little as possible on entity specific estimates. Investments in mutual funds are valued using the closing net assets value (NAV).
Level 3: level 3 hierarchy includes financial instruments that are not based on the observable market data.
All financial instruments are classified as level 3. iii. Risk management framework
The risk management process is coordinated by the management assurance functions and is regularly reviewed by the Company's audit committee. The audit committee meets regularly to review risks as well as the progress against the planned actions. Key business decisions are also discussed at the periodic meetings of the audit committee and the board of directors. The overall internal control environment and risk management programme including financial risk management is reviewed by the audit committee and the board.
The risk management framework aims to:
- improve financial risk awareness and risk transparency.
- identify, control and monitor key risks.
- identify risk accumulations.
- provide management with reliable information on the Company's risk situation.
- improve financial returns.
The Company has exposure to the following risks arising from financial instruments:
(i) Market risk
The Company's activities does not expose it to the financial risks of changes in foreign currency exchange rates and interest rates.
(ii) 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 and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
(iii) Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, 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.
Liquidity risk tables
The following table details the Company's remaining contractual maturity for its 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.
Note (i) - Credit facility includes cash credit from HDFC bank Ltd. of Rs. 1,000 Lakhs, non funded facility from HDFC Bank Ltd of Rs. 300 lakhs (letter of credit, bank guarantee), facility relating to invoice discounting of Rs. 8,500 lakhs from Tata Capital Limited in the current year.
IV. Capital management
For the purpose of the Company's capital management, capital (total equity) includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by adjusted equity. Net debt is calculated as total liabilities (as shown in the balance sheet) less cash and cash equivalents and other bank balances. Adjusted equity comprises all components of equity other than amounts accumulated in the hedging and cost of hedging, if any.
41) The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956
42) The Company does not have any Long - term contract including derivative contract for which provision would be required for material foreseeable losses.
43) The company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property
44) The Company do not have any charges or satisfaction which is yet to be registered with the ROC beyond the statutory period.
45) The Company have not traded or invested in Crypto currency or virtual currency during the current financial year.
46) 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 assessment under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act, 1961.
47) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
48) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
49) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
50) Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board of Directors of the Company at its meeting held on 15 February 2024, appointed Mr. Pranab Ghosh as Chief Executive officer (CEO) and Executive Director (ED) of the Company, with effect from 1 April 2024 for a tenure of 5 years, subject to completion of applicable regulatory formalities and approval of the shareholders of the Company in the ensuing Annual General Meeting.
51) The Company has not provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries
52) The Company has not advanced or loaned or invested funds to any other person(s) or entity (ies), including foreign entities (intermediaries) with the understanding that the intermediary shall : a) Directly or indirectly lend or invest in other person
(s) or entities identified in any manner whatsoever on behalf of the Company (ultimate beneficiaries). b) Provide any guarantee, any securities or the like to or on behalf of the ultimate beneficiarie
53) "The Company has not received any fund from any person (s) or entity (ies), 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 person (s) or entities identified in any manner whatsoever on behalf of the Company (ultimate beneficiaries)
b) Provide any guarantee, any securities or the like to or on behalf of the ultimate beneficiaries.
54) On 08 May 2024, the Board of Directors of the Company have proposed a final dividend of Rs. 15.00 per equity share in respect of the year ended 31 March 2024, subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately Rs. 913.29 lakhs.
55) Dividend paid during the year ended 31 March 2024 include an amount of Rs 5.00 per equity share towards interim dividend for the year ended 31 March 2024 (Rs. 2.50 per equity share towards interim dividend for the comparative year ended 31 March 2023, resulted in cash outflow of Rs 152.22 lakhs) and Rs. 15.00 per equity share towards final dividend for previous year ended 31 March 2023 which resulted in a cash outflow of Rs. 304.43 lakhs and Rs. 913.29 lakhs respectively.
56) The fire incidence took place on 8 February 2022 at Plant 1 of Goa which had affected the main stores and some property, plant and equipment. The Company had lodged the claim with the insurance company and accordingly reported the exceptional loss of Rs. 594.22 Lakhs (after netting-off of interim payment received from insurance company of Rs. 200 Lakhs) during the year ended 31 March 2022. Further, the Company has received Rs. 410.80 Lakhs, as full and final settlement towards the claim and accordingly recognised exceptional income of Rs. 296.69 Lakhs (after netting-off of expenditure in relation to repairs of such assets amounting to Rs. 114.11 lakhs) during the previous year ended 31 March 2023.
57) The company does not have any investments through more than two layers of investment companies as per section 2(87) (d) and section 186 of Companies Act, 2013.
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