Estimation of fair value
The best evidence of fair value is current prices in an active market for similar properties.
Investment properties leased out by the Company are cancellable leases. The market rate for sale/purchase of such premises are representative of fair values. Company's investment properties are at a location where active market is available for similar kind of properties. Hence fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer and consequently classified as a level 2 valuation.
On the basis of information requested from vendors with regards to their registration (filing of Memorandum) under 'The Micro, Small and Medium Enterprises Development Act, 2006. (27 of 2006)' and in view of the terms of payments not exceeding 45 days, which has been promptly paid, no liability exists as at 31 March 2024 and 31 March 2023 and hence no disclosures have been made in this regard.
i) Pursuant to approval of the Members
a) Sub-division of each existing equity share of face value of C 5 (Rupees Five only) into Five (5) equity shares of face value of C 1 (Rupees One only) fully paid- up
and consequently the number of issued capital was increased from 159,281,546 equity shares of face value of C 5 each into 796,407,730 equity shares of face value of C 1 each.
b) Authorised share capital of the Company was increased from C 100 crore consisting of 200,000,000 equity shares of face value of C 5 each to C 200 crore consisting of 2,000,000,000 equity shares of face value of C 1 each post sub-division.
ii) Subsequent to said approval, the Allotment Committee allotted 796,407,730 equity shares of face value of C 1 each as bonus shares in the proportion of one bonus equity share of face value of C 1 for every one equity share of face value of C 1 held as on the record date, by capitalising an amount of
C 79.64 crore from securities premium. The bonus shares were listed on BSE Ltd. and National Stock Exchange of India Ltd. w.e.f. 22 September 2022.
iii) Consequently, in terms of the Employee Stock Option Scheme of the Company, the grant price and the number of outstanding stock options in respect of stock options granted under the Employee Stock Option Scheme were proportionately adjusted.
b. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of C 1 per share. Each holder of equity shares is entitled to one vote per share. The interim dividend declared by the Board of Directors and the final dividend proposed by the Board of Directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will 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.
d. Shares reserved for issue at a subsequent date
137,980 equity shares of C 1 each (31 March 2023: 137,980 equity shares of C 1 each) offered by way of right in an earlier year, have been held in abeyance pending adjudication of title and subscription thereafter. In the previous year, the Company issued 619 (before sub division (split) and bonus issue) of such equity shares at the offered price of C 650, thereby collecting C 0.04 crore as premium.
During the year the Company did not issue any such equity shares.
b Nature and purpose of reserve Securities premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with section 52 and other provisions of the Companies Act, 2013.
General reserve
General reserve is free reserve available for distribution as recommended by Board in accordance with requirements of the Companies Act, 2013.
Share based payments reserve
Share based payments reserve is created as required by Ind AS 102 'Share Based Payments' on the employee stock option scheme operated by the Company.
Treasury shares
The reserve for shares of the Company held by the BFS ESOP Trust (ESOP Trust). The Company has issued employees stock option scheme for its employees. The equity shares of the Company have been purchased and held by ESOP Trust. Trust to transfer such shares to employees at the time of exercise of option by employees.
Retained earnings
Retained earnings represents the surplus in profit and loss account that the Company has earned till date, less any transfers to general reserve, special reserve, dividends or other distributions paid to shareholders, reclassification of gain/(loss) on sale of FVTOCI equity instruments and balance of remeasurement of net defined benefit plans. Retained earnings is a free reserve.
*The Company has subscribed to 1,550,000 warrants of Bajaj Finance Ltd. on preferential basis at an issue price of C 7,670 per warrant convertible into equivalent number of equity shares of the face value of C 2 each. These warrants are allotted on 2 November 2023. The Company has paid 25% of the issue price amounting to C 297.21 crore and the remaining 75% of the consideration amounting to C 891.64 crore shall be payable on the exercise of warrants or within a period of eighteen months from the date of allotment, whichever is earlier.
# The Company has agreed to invest a sum of C 325 crore in Bajaj Finserv Health Ltd., a wholly owned subsidiary of the Company to complete the acquisition of Vidal Healthcare Services Pvt. Ltd.
30 Employee benefit plans
Liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Ind AS 19, the details of which are as hereunder.
Funded schemes Gratuity
The Company provides for gratuity payments to employees. The gratuity benefit payable to the employees of the Company is greater of the provisions of the Payment of Gratuity Act, 1972 and the Company's gratuity scheme. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The gratuity plan is a funded plan and the Company makes contributions to approved gratuity fund.
Sensitivity analysis
Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following table summarises the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.
These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analysis.
Funding arrangement and policy
The money contributed by the Company to the fund to finance the liabilities of the plan has to be invested.
The trustees of the plan have outsourced the investment management of the fund to insurance companies.
The insurance companies in turn manage these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations.
There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company's philosophy is to fund the benefits based on its own liquidity and tax position as well as level of under funding of the plan.
ii) Fair value hierarchy
This section explains the basis of estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and
(b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value,
the Company has classified its financial instruments into the three levels prescribed under the Accounting Standard, which are explained herein below.
Valuation principles
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.
In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as explained below
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in active markets. Quotes would include rates/values/valuation references published periodically by BSE, NSE etc. basis which trades take place in a linked or unlinked active market. This includes traded bonds and mutual funds, as the case may be, that have quoted price/rate/value.
Level 2: The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which maximise the use of observable market data (either directly as prices or indirectly derived from prices) and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
Valuation techniques used to determine fair value
Valuation techniques used to determine fair value include
• Open ended mutual funds and certain bonds and debentures at NAV's/rates declared and/or quoted.
• Close ended mutual funds at NAV's declared by AMFI.
• For other bonds and debentures, values with references to prevailing yields to maturity matching tenures, quoted on sites of credible organisation such as ICRA (Investment Information and Credit Rating Agency).
• Commercial papers and certificate of deposits, being short-term maturity papers, amortised cost is assumed to be the fair value.
The carrying amounts of certificate of deposits, trade receivables, trade payables, other financial assets/liabilities and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.
The Company operates, at present, only in India. Whilst risk is inherent in the Company's activities, it is managed through a risk management framework, including ongoing identification, measurement and monitoring subject to risk limits and other controls. The Company's activities expose it to credit risk, liquidity risk and market risk.
This note explains the sources of risk which the Company is exposed to and how the entity manages the risk.
The Board of Directors provide guiding principles for overall risk management, as well as policies covering specific areas, such as, credit risk, liquidity risk, and investment of available funds. The Company's risk management is carried out by its Risk Management Committee as per such policies approved by the Board of Directors. Accordingly, Company's Risk Management Committee identifies, evaluates and manages financial risks.
A. Credit risk
Credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost, financial assets measured at FVTPL and trade receivables.
Credit risk management
In regard to Trade receivables, which are typically unsecured, credit risk is managed through credit approvals, establishing credit limit and continuously monitoring the credit worthiness of customers to whom credit is extended in the normal course of business.
With regards to financial assets represented substantially by investments, the Company has an Investment Policy which allows the Company to invest only with counterparties having a credit rating equal to or above AA and P1 . The Company reviews the creditworthiness of these counterparties on an on-going basis. Counter party exposure limits maybe updated as and when required, subject to approval of Board of Directors.
B. Liquidity risk
The Company's principal sources of liquidity are cash and cash equivalents, investments in money market instruments and cash flows that are generated from operations. The Company believes that its working capital is sufficient to meet the financial liabilities within maturity period.
C. Other risk (Market risk)
The Company has deployed its surplus funds in debt and money market instruments (including through funds). The Company is exposed to price risk on such investments, which arises on account of movement in interest rates, liquidity and credit quality of underlying securities.
As an unregistered CIC, the Company must invest at least 90% of its net assets in Group companies, of which at least 60% must be through equity instruments. The Company invests in certificate of deposits and liquid mutual funds to ensure adequate liquidity is available. Temporary market volatility, if any is not considered to have material impact on the carrying value of these instruments.
Nevertheless, the Company has invested its surplus funds primarily in debt instruments of its subsidiary with CRISIL AAA and STABLE A1 rating and thus the Company does not have significant risk exposure.
a) Objectives, policies and processes of capital management
The Company is cash surplus and has only equity capital. Under Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, the Company is termed as an unregistered core investment company (CIC) as per Reserve Bank of India guidelines dated 13 August 2020 and is not exposed to any regulatory imposed capital requirements.
The cash surpluses are currently invested in debt and money market instruments (including through mutual funds) depending on economic conditions in line with the CIC guidelines set out by the RBI and Investment Policy set by the Management. Safety of capital is of prime importance to ensure availability of capital for operations. Investment objective is to provide safety and adequate return on the surplus funds. The Company does not have any borrowings.
b) Analytical ratios
The Company is termed as an unregistered core investment company (CIC) as per Reserve Bank of India guidelines dated 13 August 2020 and is not exposed to any regulatory imposed capital requirements. Thus, the following analytical ratios are not applicable to the Company:
38 Share-based payments (Employee stock option plan)
The Company has established employees stock options plan, 2018 (ESOP Scheme) for its employees pursuant to the special resolution passed by shareholders at the annual general meeting held on 19 July 2018. The employee stock option plan is designed to provide incentives to the employees of the Company and for its subsidiaries to deliver long-term returns and is an equity settled plan. The ESOP Scheme is administered by the Compensation Committee of the Board. Participation in the plan is at the Compensation Committee's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Options granted under ESOP scheme would vest in not less than one year and not more than five years from the date of grant of the options. The Compensation Committee of the Company has approved grant with related vesting conditions. Vesting of the options would be subject to continuous employment with the Company and hence the options would vest with passage of time. In addition to this, the Compensation Committee may also specify certain performance parameters subject to which the options would vest.
Such options would vest when the performance parameters are met.
Once vested, the options remain exercisable over period of eight years from the date of vesting or such period as may be decided by the Compensation Committee at its sole discretion from time to time. Options granted under the plan are for no consideration and carry no dividend or voting rights. On exercise, each option is convertible into one equity share.
39 Other notes
a. The Company has performed an assessment to identify transactions with struck off companies as at 31 March 2024 and no such company was identified.
b. No funds (which are material either individually or in the aggregate) 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, whether recorded in writing or otherwise, that the Intermediary shall, 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 provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
c. No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ('Funding Parties'), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
d. The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
f. Figures for the previous periods have been regrouped, wherever necessary, to make them comparable with the current period.
40 Events after reporting date
There have been no events after the reporting date that require disclosure in these financial statements.
41 Miscellaneous
Amounts less than C 50,000 have been shown at actual against respective line items statutorily required to
be disclosed.
The accompanying notes are an integral part of the standalone financial statements
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