17.5 Terms/Rights attached to equity shares
The company has only one class of equity shares having a par value of Rs.2 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends 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.
During the year, the Board has not recommended any dividend (PY Rs.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.
17.6 Information on equity shares allotted without receipt of cash or allotted as bonus shares or shares bought back during the period of five years immediately preceeding the reporting date - NIL.
• Securities Premium
Securities Premium represents the difference between the face value of the equity shares and the consideration received in respect of shares issued. The issue expenses of securities which qualify as equity instruments are written off against securities premium.
• General Reserve
The Company created a General reserve in earlier years pursuant to the provisions of the Companies Act,1956 where in certain percentage of profits was required to be transferred to General reserve before declaring dividends. General reserve is a free reserve available to the Company.
• Retained Earnings
Retained earnings represent the amount of accumulated earnings of the company and adjustment arising on account of transition to Ind AS, net of taxes.
19.3 Nature of Security
The existing charges against the current assets and PPE will be discharged by the lenders as per the settlement plan (refer note 1a) and a fresh charges shall be created for the non fund based facilities and deferred payment over the existing current assets and specific immovable properties.
20.1 Disclosure as required under Micro Small and Medium Enterprises DevelopmentAct, 2006
This information as required to be disclosed under the Micro, Small and Medium Enterprises DevelopmentAct, 2006, has been determined to the extent such vendors/parties have been identified on the basis of information available with the Company and the Company could not complete the process of obtaining the status from all vendors due to the on-going financial crisis. The Company has not received any claim for interest from any supplier under the saidAct and accordingly no interest has been paid by the Company in terms of Section 16 ofthe Micro, Small and Medium Enterprises DevelopmentAct, 2006. Further, in the view ofthe management, the impact of interest, if any, that may be payable with the provisions of the aforesaid Act is not expected to be material and accordingly interest accrued and remaining unpaid at the end of the financial years is Rs. Nil/- (Rs. Nil/-).
a. No tax credits are recognized on the carry forward losses and unabsorbed depreciation, in the absence of reasonable certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized.
b. On September 20, 2019, vide the Taxation Laws (Amendment) Ordinance 2019, the Government of India inserted Section 115BAAin the Income Tax Act, 1961 which provides domestic companies anon-reversible option to pay corporate tax at reduced rates effective April 01, 2019 subject to certain conditions. The company has elected to exercise the option permitted under the Section 115 BAAas per Income Tax Act, 1961 from the financial year 2023-24.
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs forthe asset or liability.
There have been no transfers between the levels during the period.
Financial instruments carried at amortized cost such as trade receivables, loans and advances, other financial assets, borrowings, trade payables and otherfinancial liabilities are considered to be same as theirfair values, due to shortterm nature.
For financial assets & liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
36. Disclosures pursuanttoIndAS107 “Financial Instruments-Disclosures”: Financial Risk Management Objectives and Policies
The Company's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Company's operations. The Company's principal financial assets include investments, inventory, trade and other receivables, cash and cash equivalents.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The senior management ensures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives, which are summarized below:
A. Marketrisk
Market risk is the risk that the fair value of future cashflows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and commodity risk. The Company has no exposure to commodity prices as it does not deal in derivative instruments whose underlying is a commodity. Financial instruments affected by market risk include loans and borrowings.
a. 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's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term and short-term debt obligations with floating interest rates. The Company has the policy ofmanaging its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. As all the borrowings from the banks and financial institutions were restructured (CDR scheme was implemented in FY 2015 and Scheme for sustainable structuring of stressed assets-S4Aimplemented in FY 2018), the interest rates were fixed for all kinds of borrowings and hencechanges in market interest rates do not significantly affect the Statement of Profit and Loss for the years ended 31 March 2024 and 31 March 2023.
B. Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. It principally arises from the Company's Trade Receivables and contract assets including Retention Receivables, Cash & Cash Equivalents, Advances made and Other Investments. a. Trade Receivables & ContractAssets:
(i) Trade receivables are typically unsecured and are derived from revenue earned from customers. Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The company is not exposed to concentration of credit risk to any one single customer. Default on account of Trade Receivables happens when the counterparty fails to make contractual payment within the due date.
(ii) Trade receivables consist of Work done and Billed/ Certified (RA Bills), Contract assets consist of Work done unbilled, claims and expected certification. Generally, recoveries towards RA Bills are received as per the terms. Further for amounts overdue are constantly monitored by the management and provision towards expected credit loss are made in the books.
(iii) Trade receivables are impaired in the year when recoverability is considered doubtful based on the recovery analysis performed by the company for individual trade receivables or based on the interpreting on certain clauses in the Concession Agreement.
b. Cash and cash equivalents
The credit risk on cash and cash equivalents (excluding cash on hand) is limited because the counterparties are banks with good credit ratings.
c. Bank Balances otherthan Cash and cash equivalents
The credit risk on Bank Balances other than Cash and cash equivalents is limited because the counterparties are banks with good credit ratings.
d. Investments and Loan & advances
Investments and Loans are with groupcompany in relation to the project execution hence the credit risk is very limited. Where Management estimates any major risk with respect to its recovery, financial loss on such loans provided are estimated and impaired.
C. Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintain financial flexibility.This note should be read along with note 1 about commencement of CIRP.
37. Disclosures pursuant to IndAS 107 “Financial Instruments -Disclosures”:Capital Management
The Company manages its capital to ensure that the Company will be able to continue as going concern whilemaximising the return to stakeholders through optimisation of debt and equity balance. The Company is not subjectto any externally imposed capital requirements.
The capital structure of the Company consists of net debt (borrowings as detailed in Notes 19&20 and 15& 16 offset by cash and bank balances) and total equity of the Company. Equity consists of equity capital, share premiumand all other equity reserves attributable to the equity holders.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.
b) Defined Benefit plans:
The Company has one Defined Benefit Plan - Gratuity (funded through Insurance Company)
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age.
c) These plans typically expose the Company to actuarial risks such as: investment risk, longevity risk and salary risk Investment risk
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset is below this rate, it will create a plan deficit.
Longevityrisk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
Regulatory Risk
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation
d) CompensatedAbsences
During the financial year, the Company has provided for additional Employee benefit scheme in the nature of compensated absences.
40. Segment Information
The Chief Operating Decision Maker reviews the operations of the Company as a provider of construction and infrastructural service, which is considered to be the only reportable segment by the Management. Further, the Company's operations are in India only.
41. Additional information pu rsuant to IndAS 7 - Changes in liabilities arising from financing activities
As referred in Note 1 the Company had entered into settlement plan with the lenders and the discharging of liabilities completed in due course. However, the company is in the process of obtaining the No Due Certificates from the Lendorsand release of charges. Considering the above, the additional disclosure of cash flows arising from financing activities may not provide the right information in predicting claims on future cash flows by providers of capital to the entity as required in Para 17 of IndAS 7.
Financial Officer, & Sri. VG Janarthanam, Director (Operations), have not received any remuneration from the financial year 2014-15, and received part remuneration for the financial year 2013-14 due to the operating losses and negative cash-flows. As the company is out of Corporate Insolvency Resolution Process (CIRP), pursuant to the order of the Hon'ble National Company Law Tribunal (NCLT), Chennai dated January 5,2024, the Board of Directors in their meeting held on January 9,2024, decided the compensate the director for their past services and quantified the amount payable at Rs.4,569.54 lakhs for the period till December 31,2023. Further for the period from January to March 2024, the Chairman & CEO and the Managing Director & CFO are eligible for remuneration aggregating to Rs.89.76 lakhs.
Accordingly, subject to the provisions of Sections 188,196,197 & 198 of the Companies Act, 2013 and the approval of members, the board of directors has approved the recognition of the above amount in the Statement of profit and loss for the current year. As the amount is quantified and approved in the Board Meeting held during the financial year 2023-24, the entire amount is treated as current year expenditure.
*** Sri. KaushikRam has been appointed as an Additional Director with effect from January 22, 2024. He has been appointed as a Whole Time Director for a period of five years commencing from January 22, 2024. For the period from January 22, 2024 till March 31,2024 he has drawn the same salary as per the existing term which is subject to the approval of the members in the ensuing annual general meeting.
43.
|
Commitments and Contingent Liabilities
|
|
'in lakhs
|
|
SNo
|
Particulars As at March 31,2024
|
AsatMarch 31,2023
|
|
1
|
Commitments
|
|
|
|
|
(a) Capital (Cost to complete the CWIP is not estimated)
|
Nil
|
Nil
|
|
|
(b) Other
|
1,468.60
|
Nil
|
|
|
(c) The Company enters into construction contracts with its vendors. The final amounts payable under such contracts will be based on actual measurements and negotiated rates, which are determinable as and when the work under the said contracts are completed.
|
|
|
(d) The Company has made commitment to subscribe to further capital in certain subsidiaries and joint ventures based on their operational requirements.
|
|
2
|
Bank Guarantees*
|
8,683.36
|
8,627.95
|
|
3
|
Claims against the Company not acknowledged as debts#
|
571.56
|
571.56
|
|
4
|
Corporate Guarantees Provided on behalf of Subsidiaries (a) Noble Consolidated Glazings Limited
|
|
3,166.80
|
|
|
(b) CCCL Infrastructure Limited (Outstanding as per books in the absence of specific claim amount from the Bank)
|
-
|
7,471.98
|
|
|
Sub-Total
|
-
|
10,638.78
|
|
5
|
Demands raised on the Company by the respective authorities are as under# (a) Service Tax (Finance Act, 1994)
|
186.76
|
186.76
|
|
|
(b) Various VAT Acts/SalesTaxActsA*
|
2315.38
|
1,395.84
|
|
|
(c) Income Tax, 1961 **
|
16610..08
|
15,737.33
|
|
|
(d) Customs Act, 1962
|
2.93
|
2.93
|
|
|
Sub-Total
|
19,115.15
|
17,322.86
|
|
|
# Based on the expert opinions obtained / internal assessment made, the Company had not recognized any provision in the financial statements. The above amounts do not include penalties, if any, that may be levied by the authorities when the disputes are settled.
|
|
|
AThese claims mainly relate to the issues of applicability, issue of disallowance of cenvat / VAT credit and in case of Sales Tax / Valueadded tax, and also relate to the issue of submission of relevant forms.
|
|
|
## Pursuant to the onetime settlement with the lenders as detailed in Note no. 1a, the corresponding corporate Guarantees and related cases will be withdrawn by the respective parties and thus there will not be any further liability to the company.
|
|
|
$ The company received notices from GST authorities of Tamil Nadu relating to FY 2017-18 to 2022-23 proposed a tax liability of Rs.23,019 Lakhs, with respect to the difference in taxable value of service between the Returns and the audited Financial Statements. However, the company is confident that there will not beany probable outflow of economic benefits and is in the process of submitting the replies to the notices received in this regard.
|
|
|
* Subject to confirmation from banks.
|
|
|
|
|
** Rs. 7,117.32 lakhs has been adjusted against refunds pertaining to the subsequent years.
|
|
|
|
6
|
In the absence of profits during the year, the requirement of payment of Trade License Fee to the partnership firm, Samruddhi Holdings, owning the trade name/Logo (Triple C) will not arise for the year under reference.
|
44. Going Concern Status
The Standalone financial statements for the year ended March 31,2024 indicate that the working capital of the Company continues to be negative. The Company has obligations towards fund based liabilities aggregating to Rs. 6,614.40 lakhs and non-fund based exposure aggregating to Rs. 8,683.26lakhs, and further obligations pertaining to operations including unpaid creditors and statutory dues as at March 31, 2024. These indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as going concern. The Company's ability to continue as a going concern is dependent upon many factors including continued support from the operational creditors, the investments by strategic investor (the Company is in the process) and the new businesses to be brought in the ensuing year. The management is confident that there will be a turnaround in the ensuing financial year and accordingly, the standalone financial statements have been prepared on the basis that the Company is a Going Concern.
45. Others
(a) The balances of secured loans, unsecured loans, trade receivables including retention money, unbilled revenue, trade payables (including MSME)and certain bank balances including margin money accounts and amount disclosed as Bank Guarantees under Contingent Liabilities are subject to confirmation/reconciliation.Management believes that no material adjustments would be required in books of account upon receipt of these confirmations and that there will not be any material impact on loss for the year and also on state of affairs as at March 31,2024.
b) Certain statutory dues (including GST/ VAT/ PF/ TDS, etc.) could not be paid on due dates due to cash flow issues. Delayed payment charges (including penalties amount unascertainable), will be accounted for as and when settled / paid.
c) During the current year as per the past practice, the Company has assessed the financial impact on account of prolongation of the contracts' tenure which were due to reasons beyond the Company's control and the Management is confident of completing such projects without incurring any additional cost beyond what has been estimated and that chance of incurring liquidated damages is remote.
d) The approval from Central Government is pending for the excess remuneration of Rs. 118 lakhs paid to the whole-time directors during the financial year ended March 31,2014
46. Subsequent Events
There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.
47. Corporate social responsibility
The Company in view of losses incurred in the past years is not required to spend any amount towards Corporate Social Responsibility for the year ended March 31,2024.
48. Approval of standalone financial statements
As the powers of the board of directors have been restored the standalone financial statements have been approved by the board of directors.
49. Details Of Benami Property Held
No proceedings have been initiated on or are pending against any of the entities in the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
50. WilfulDefaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
51. Relationship With StruckOff Companies
The Company has no transactions with the companies struck off under CompaniesAct, 2013 or CompaniesAct, 1956.
52. Details Of Crypto Currency Or Virtual Currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year
53. Compliance With NumberOf Layers Of Companies
The Company has complied with the number of layers prescribed under the CompaniesAct, 2013.
54. Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
55. Valuation Of Property, Plant and Equipment
The Company has not revalued its property, plant and equipment during the current or previous year.
56. The Company is in the process of reconciling the monthly returns filed under the Central Goods and Services Tax Act, 2017 (“CGST Act”) and the respective State Goods and Services Tax Act with its books and records to file the annual return for FY 2023-24. Similarly, the reconciliation of refund receivable for the current year between the books of account and Form 26AS is in progress. Adjustments, if any, consequent to the said reconciliation will be given effect to in the financial statements on completion of reconciliation and filing of returns. However, in the opinion of the Management, the impact ofthe same will not be material.
57. The Company has not advanced or loaned or invested funds to any other persons or entities, 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 orthe like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any persons or entities, 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 orthe like on behalf ofthe ultimate beneficiaries.
Reason for Variances: The variance in the above ratios are on account of write back of liabilities no longer required, pursuant to the one time settlement entered with the lenders as stated in Note 1 a and accordingly the variance are not comparable with the earlier year.
59. The company uses Citrix ERP as the accounting software and is in the process of installing the feature of recording Audit trail of each and every transaction, creating an audit log of each change made in the books of accounts along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
60. Comparatives
Previous year figures have been re-grouped/ re-classified wherever necessary to conform to current year's presentation.
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