Loans are non-derivative financial assets carried at amortised cost which generate a fixed interest income for the Company. The carrying value may be affected by changes in the credit risk of the counterparties.
There are no loans given to directors or firms / private companies where directors are interested for the periods presented.
For the ICD, in line with the Ind AS standards, adequate provision for expected credit loss amounting to Rs 14.00 crores has been accounted for.
No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person.
Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member. Trade receivables are non-interest bearing and are generally on terms of 0-90 days.
For terms and conditions relating to related party receivables, refer note 35.
See note 40 on credit risk of trade receivables, which explains how the Company manages and measures credit quality of trade receivables that are neither past due nor impaired.
The Company has only one class of equity shares having a par value of INR 10/- each. Each equity shareholder is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting.
The Board of Directors has not recommended any dividend on the equity shares during the year ended March 31,2024 (March 31,2023: NIL).
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.
The Redeemable Preference Shares (RPS) carry a fixed non-participating non-cumulative dividend of 0.1% per annum. The RPS will be redeemed on or before completion of 20 years from the date of allotment at the discretion of the Board of Directors of the Company. The RPS shall be redeemed out of profits of the Company which would otherwise be available for dividend distribution or out of proceeds of fresh issue of shares made for the purpose of such redemption. The RPS are unsecured and do not carry any voting rights subject to the provisions for Section 48 of the Companies Act 2013. The RPS are subject to the other terms and conditions as specified in the business transfer agreement.
Securities premium: Securities premium is used to record the premium on issue of shares. This reserve will be utilised in accordance with the provisions of the Companies Act 2013.
General reserve: General Reserve is a free reserve and is available for distribution as dividend, issue of bonus shares, buyback of the Company's securities. It was created by transfer of amounts out of distributable profits, from time to time Mandatory transfer to general reserve is not required under the Companies Act 2013.
Retained earnings: This reserve represents the cumulative profits of the Company and the effects of remeasurment of defiend benefits obligations. The reserve can be utilised in accordance with the provisions of the Companies Act 2013.
Capital reserve on slump sale: During acquisition of PPI division from Bilcare Limited, the excess of net assets acquired, over the cost of consideration paid is treated as Capital Reserve.
Revaluation Reserve: This reserve represents the cumulative gains and losses arising on the revaluation of Property, Plant and Equipement (PPE) as on the balance sheet date measured at fair value. The reserves accumulated will be reclassified to retained earnings when such assets are disposed.
Employee benefits obligations
a) Gratuity
The Company provides gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of five years are eligible for gratuity. The amount of gratuity is payable on retirement or termination whichever is earlier. The level of benefits provided depends on the member's length of service and salary. The gratuity plan is funded plan.
b) Compensated absences
The leave obligation cover the Company's liability for earned leaves.
Also refer note 33 for detailed disclosure.
NOTE 32 (B): EARNINGS PER SHARE
Basic EPS amounts are calculated by dividing the profit for the year by the weighted average number of equity shares outstanding during the year. The earnings considered in ascertaining the Company's earnings per share ('EPS') comprise the net profit after tax attributable to equity shareholders.
A. Defined contribution plans:
Amount of INR 2.24 Crores pertaining to contribution to PF and ESIC (March 31,2023: INR 2.14 Crores) is recognised as expenses and included in note 24 "Employee benefit expense".
B. Defined benefit plans:
The Company has a defined benefit gratuity plan. The fund is administered by ICICI Prudential Life Insurance Company Ltd. The following table summarises the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for gratuity.
The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligations as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
Gratuity amount of Rs. 0.38 Crores has became due to be paid in the year 2023-24, however the same has been paid in the year 2024-25.
NOTE 34: COMMITMENTS AND CONTINGENCIES
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a. Capital and other commitments
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Particulars
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March 31, 2024
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March 31, 2023
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Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for
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1.53
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1.69
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(net of advances)
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b. Contingent liabilities
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Particulars
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March 31, 2024
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March 31, 2023
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Contingent liabilities not provided for
a. Demands of Excise authorities which are disputed in appeals by the Company
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0.62
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0.62
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b. Other excise notices pending adjudication
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0.92
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0.92
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a. Demands of GST which are disputed in appeals by the Company
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0.79
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0.79
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c. Demands of Income tax authorities which are disputed in appeals and not provided for
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5.29
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5.29
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d. Claims against the company not acknowledged as debts - estimated
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5.12
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5.00
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12.75
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12.62
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Terms and conditions of transactions with related parties
Outstanding balances are unsecured and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
NOTE 38: FAIR VALUE DISCLOSURES FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Management believes that the fair values of non-current financial assets (loans and others), current financial assets ( e.g., cash and cash equivalents, trade and other receivables and loans), non-current financial liabilities and current financial liabilities (e.g.,trade payables and other payables and others) approximate their carrying amounts and accordingly, separate disclosure have not been made.
NOTE 40: FINANCIAL INSTRUMENTS
A. Accounting classification and fair values
The Company's principal financial liabilities comprise of trade and other payables and other financial liabilities. The Company's principal financial assets includes loans, trade receivables, cash and bank balances, other assets and other financial assets that derive directly from its operations.
* For certain unquoted equity investments categorized under level 3, cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represent the best estimate of fair value within that range.
Measurement of fair values
The basis of measurement in respect to each class of financial asset / liability is disclosed in Note 2.2 (iii) of the financial statements.
B. Financial risk management
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees and advises on these risks.
The Company's senior finance team advises on financial risks and provides assurance that the Company's financial risk are identified, measured, managed and mitigated in accordance with general risk mitigation policies and objectives. All derivative activities are carried out by senior finance team who has the appropriate skills, expertise and experience and is being overseen by the Managing Director from time to time as per business needs. It is the Company's policy that no trading in derivatives for speculative purposes be undertaken. The Board of Directors review and agree policies for managing each of these risks, which are summarised below:
(a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include deposits, trade and other receivables and trade and other payables.
The sensitivity analysis in the following sections relate to the position as at March 31,2024 and March 31, 2023.
The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place at March 31, 2024.
The analysis exclude the impact of movements in market variables on: the carrying values of gratuity, pension and other post-retirement obligations and provisions.
The following assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.
NOTE 40: FINANCIAL INSTRUMENTS
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company generally utilises fixed rate borrowings and therefore not subject to interest rate risk, since neither the carrying amount nor the future cash flows will fluctuate because of change in the market interest rates.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in a foreign currency).
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rate, with all other variables held constant. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company's exposure to foreign currency changes for all other currencies is not material and have not covered in sensitivity analysis.
Commodity price risk
The Company is affected by the price volatility of resin, base raw material for manufacturing PVC Films and being sourced from both domestic and international suppliers. The price volatility is due to demand-supply position in international market and exchange impact arising due to delivery lead time. The upward or downward trend in raw material is generally being passed on to the end customer other than exceptional cases as per business needs and therefore neutralising the exchange risks arising therefrom and as such the impact of such volatility, is difficult to be quantified or measured.
(b) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. A provision is created for a counter party whose payment is due more than 180 days after its due date.
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limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit or other forms of credit insurance.
An impairment analysis is performed at each reporting date on an individual basis for major clients. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 11. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's MANAGEMENT in accordance with the Company's policy.
The Company's maximum exposure to credit risk for the components of the Balance Sheet as at March 31,2024 and March 31, 2023 is the carrying amounts as illustrated in note 11 and note 12. The Company's maximum exposure relating to financial instruments is noted in the liquidity table below.
(c) Liquidity risk
Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations. The Company monitors its liquidity position on the basis of expected cash flows. The Company's approach is to ensure that it has sufficient liquidity to meet its obligations at all point in time.
NOTE 41: CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.
1) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
2) The Company does not have any transactions with struck off companies.
3) During the year the Company has created charge beyond the statutory period of thrity days in respect of loan availed from banks.
Registration of charges or satisfaction with Registrar of Companies
4) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
5) The Company have 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 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;
6) 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 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,
7) The Company does not have any such 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 Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
8) The Company has filed monthly statements of current assets with the banks in agreement with the books of accounts except for quarter ended March 2024 for which there is a difference of Rs. 6.41 Crores due to impact of revenue recognition as per Ind AS 115.
9) The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the Company.
10) The Company has not made any Loans or Advances in the nature of loans that are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment
11) The company has not been declared as a wilful defaulter
In the previous year ended, the Company had acquired PPI (Pharma Packaging Innovation) division of M/s Bilcare Limited (Ultimate Holding Company) on March 27, 2023 as a business undertaking on a going concern basis by way of a Business Transfer Agreement for a net purchase consideration of Rs. 213.00 Crores by issue of 21,30,00,000 0.1% Non-Cumulative, Non-Participating Redeemable Preference Shares of Rs.10/-each (face value). The said transaction has been accounted under common control as per IND AS-103, based on which the carrying value of assets amounting to Rs.591.62 Crores and liabilities amounting to Rs. 845.35 Crores have been taken over and consequently Capital Reserve of Rs. 466.73 Crores has been recorded on acquisition in the books of the Company.
Pursuant to the above, the Company has restated the financial information of previous years in the statement of profit and loss, statement of cash flows and balance sheet to include the income, expenses, assets, liabilities and cash flows relating to the acquired business. The difference in net asset arising out of the above has been adjusted with retained earnings (as at March 31, 2022) resulting in a credit of Rs. 42.21 Crores in retained earnings. Similarly, the impact of restatement included in the current financial year (for the period April 01,2021 to March 27, 2023) has resulted into a debit of Rs. 47.88 Crores in retained earnings.
NOTE 45:
Consequent to the Slump-sale that was effected on 27.03.2023 wherein the PPI division was acquired by the Company, there was a transition period wherein some business transactions were done in the name of Bilcare Limited in the capacity of "facilitator".
NOTE 46:
In respect of the arrangement with Bilcare Limited for the repayment of principal and interest on the public fixed deposit liability taken over by the Company as per the Business Transfer Agreement, the outstanding as at March 31, 2024 is Rs 79.69 crores(including interest). The statutory compliances related to Public fixed deposit is the responsibility of Bilcare Limited. Out of the total loan amount of Rs 57 crores disbursed by the bank to repay the said public fixed deposits, Rs 18.52 crores has been earmarked in term deposit with the lead bank and the amount of Rs 7.53 crores is in escrow account with the lead Bank.
NOTE 47:
Exceptional Items are as under:
a) Exceptional Items represents loss on sale of office premises, for the year ended March 31, 2024.
For the year ended March 31, 2023:
b) The company has sold the investment property for consideration of Rs.7.70 Crores and profit of Rs.7.11 Crores has been recorded.
c) The company has assigned its receivable of Rs.2.46 Crores (Outstanding since 2005) from disposal of assets of the activities identified as non core (referrred to as Non Core Assets) of the company to M/s Durable Stationery Pvt.Ltd. at a consideration of Rs.0.64 Crores due to prolonged litigation. Further, the company entered into a Share Purchase Agreement with M/s Durable Stationery Pvt.Ltd. for sale of 2,34,000 Equity shares of Rs.10 each of Roha Paper Mills Ltd. (under voluntary winding up) for a consideration of Rs.0.23 Crores. The net loss is Rs.1.58 Crores has been recorded in the books.
d) Consequent upon business transfer of Assets and Liabilities, Rs.20.48 Crores on account of additional compensation paid to capital creditor, stamp duty for conveyance deed and expenses relating to acquisition of PPI division.
e) Consequent upon business transfer of Assets and Liabilities, gain of Rs.141.77 Crores has been recorded on account of One time settlement of term loan and working capital loans of various banks, Asset Reconstruction Company and Other lenders.
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility however, the same was not operated throughout the year for all relevant transactions recorded in the software and database level. The Company is in the process of enabling the audit trail for all relevant transaction.
Company is also in the process of maintaining daily back up of audit trail (edit logs).
NOTE 49:
The previous years numbers relating to income tax assets / liabilities have been regrouped to correspond with the current year's classification for better presentation.
NOTE 50:
The previous years numbers has been restated wherever application for better presentation.
2) Security
(i )Term loans from consortium banks are secured as under -
MSC bank - secured by exclusive charge on the fixed assets at Nasik plant and pari-passu charge on the fixed assets at Thane and Shiroli.
JSBL - secured by exclusive charge on the Fixed Deposits of Rs. 30 Cr.and pari-passu charge on the fixed assets at Thane and Shiroli.
VSBL - secured by exclusive charge on the Fixed Deposits of Rs. 15 Cr.and pari-passu charge on the fixed assets at Thane and Shiroli.
Cosmos Bank - secured by exclusive charge on the Fixed Deposits of Rs. 30 Cr., Land at Gat No. 321/322 at Pimpri Budruk, sindh society bunglow and pari-passu charge on the fixed assets at Thane and Shiroli.
(ii) Guarantees -
1) Personal guarantee from promoters :
a) Mr. Mohan Bhandari
b) Ms. Ankita Kariya
c) Mr. Shreyans Bhandari
(i) The working capital loans from bank include cash credit facility which are renewed annually. This facility carries an interest rate ranging from 10% to 15% p.a.
(ii) Working capital loans from banks are secured as under -
Cosmos Bank - secured by exclusive charge on the Fixed Deposits of Rs. 32 Cr., Land at Gat No. 321/322 at Pimpri Budruk, sindh society bunglow and first pari-passu charge on the current assets of the company.
BOM - secured by first pari-passu charge on the current assets of the company.
The working capital loans are also secured by -
1) Personal guarantee from promoters
a) Mr. Mohan Bhandari
b) Ms. Ankita Kariya
c) Mr. Shreyans Bhandari
2) Corporate guarantee from Bilcare Limited
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