Rights, preferences and restrictions attached to shares
The Company has only one class of equity shares having a par value of Rs.10/- per share (previous year Rs.10/- per share). Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except in case of interim dividend.
In the event of liquidation of the Company, the holder of equity shares are eligible to receive remaining assets of the Company in proportion to their shareholding.
@ 3,85,61,898 Equity Shares of Rs. 10/- each amounting to Rs.3856.19 lakh was the proposed share capital of the Company post its restructuring effective from 1 April 2022. As at 31 March 2023, the Company was in the process of listing its shares with the recognized Stock Exchange of India and accordingly, the share capital stands unallotted and disclosed under "Equity Share Suspense Account". During the current year, shares of the Company got listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) with effect from 10 January 2024 and accordingly shares lying under equity share suspense account stands transferred to equity share capital account.
* The amount due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006“ has been determined to the extent such parties have been identified on the basis of information available with the Company. Basis the information available, Company has not entered into any transaction with MSME during the year ended 31 March 2024 and 31 March 2023 and accordingly the disclosures relating to Micro and Small Enterprises is not given.
Disaggregation of revenue from contracts with customers
In the following table, revenue from contracts with customers is disaggregated by primary geography market, major products and timing of revenue recognition. The Company believes that this disaggregation best depicts how the nature, amount, timing of our revenues and cash flows are affected by geography and other economic factors:
A receivable is a right to consideration that is unconditional upon passage of time. Revenue from the sale of products is recognised at the point in time when control is transferred to the customer.
Performance obligation
The following table provides information about the nature and timing of performance obligation in contracts with customers, including significant payment terms and related revenue recognition policies
The tax rate used in the above reconciliation for the year 2023-24 and 2022-23 is the tax rate of 25.17% (22% surcharge @ 10% and education cess @ 4%) payable on taxable profits under the Income Tax Act, 1961.
20 Fair value measurements
(i) Fair value hierarchy
This section explains the judgements and 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. An explanation of each level follows below:
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.
The fair value of trade receivables, cash and cash equivalents, other bank balances, trade payables and other financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. The fair values of unquoted equity instruments were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk. There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has classified certain financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2 during the year ended 31 March 2024.
21 Financial risk management
The Company has a system-based approach to risk management, anchored to policies and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks (such as market risk, credit risk and liquidity risk) that may arise as a consequence of its business operations as well as its investing and financing activities.
Accordingly, the Company's risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliance with applicable regulations. It also seeks to drive accountability in this regard.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
(A) Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Company is exposed to credit risk from its operating activities (primarily Trade Receivables) and from its investing activities (primarily Deposits with Banks).
Trade receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk is managed subject to the Company's policy and procedures which involve credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. The Company's customer base is large and diverse limiting the risk arising out of credit concentration. Further, credit is extended in business interest in accordance with business-specific credit policies. The Company's exposure to trade receivables on the reporting date, net of expected loss provisions, if any, stood at Rs.328.08 Lakhs as on 31 March 2024 (31st March 2023- Rs.225.23 Lakhs)
All overdue customer balances are evaluated taking into account the age of the dues, specific credit circumstances, the track record of the counterparty etc. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company's historical experience with customers.
Other financial assets
Credit risk from balances with banks, term deposits and investments are managed by Company's finance department. Investments of surplus funds are made only with approved counterparties who meet the minimum threshold requirements. The Company monitors ratings, credit spreads and financial strength of its counterparties. As these counter parties are Government institutions, public sector undertakings with investment grade credit ratings and taking into account the experience of the Company over time, the counter party risk attached to such assets is considered to be insignificant.
The Company's maximum exposure to credit risk for the components of the Balance Sheet as of 31st March 2024 is the carrying amounts as disclosed in Note 3, 5.1, 52, 5.3, 5.4, 5.5 and 5.6.
(B) Liquidity risk
Liquidity risk refers to the risk that the Company fails to honour its financial obligations in accordance with terms of contract. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.
Management monitors rolling forecasts of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
The following table shows a maturity analysis of the anticipated cash flows including interest obligations for the Company's nonderivative financial liabilities on an undiscounted basis (all payable within 12 months), which therefore does not differ from their carrying value as the impact of discounting is not significant.
The Company does not have Derivative financial liabilities as at the end of above-mentioned reporting periods.
(C) Market risk
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company transacts business in local currency, therefore there is no exposure to foreign currency risk.
(ii) 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 engages in financing activities at market linked rates, any changes in the interest rate environment may impact future rates of borrowings.
Increase/ decrease of 50 basis points (holding all other variables constant) in interest rates at the balance sheet date would result in increase/decrease of Rs.Nil (31 March 2023 - Rs.Nil) in interest expense on financial liabilities with floating interest rate and corresponding impact on profit before tax for the year ended 31 March 2024.
The Company invests its surplus funds in fixed deposits and mutual funds. Fixed deposits are held with highly rated banks and have a short tenure and are not subject to interest rate volatility.
(iii) Securities price risk
The Company invests in mutual fund schemes of leading fund houses. Such investments are susceptible to market price risk that will fluctuate due to changes in market traded prices, which may impact the return and value of such investments. The value of investments in such mutual fund schemes as at 31 March 2024 is Rs. 201.51 Lakhs (31 March 2023 - Rs. Nil Lakhs). Accordingly, fair value fluctuations arising from market volatility are recognised in Statement of profit and loss.
22 Capital management
(a) Risk management
The Company's objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company does not have any debt, hence the Debt-to-Equity ratio is Nil as on 31 March 2024 and as on 31 March 2023 respectively.
No changes were made to the objectives, policies or processes for managing capital during the years ended 31 March 2024 and 31 March 2023.
As per the Scheme of Arrangement, Saregama India Limited (Erstwhile holding company/Demerged Company) has continued to manage the operations of demerged units, hence the inter se transactions between the demerged and resultant companies pertaining to the operation of units, including interse transfer of goods, assets, employees, funds, reimbursement of expenses etc have not been reported here on above. A sum of Rs.740.97 lakhs is recoverable as at 31 March 23 from Saregama India Limited on account of money held in trust by them for managing the operations of demerged undertaking which is shown under Other financial assets.
Terms and conditions of transactions with related parties:
Sales to related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm's length transactions with other customers. Outstanding balances at the year-end are unsecured and will be settled in cash and cash equivalents.
24 Additional Regulatory informations'
(i) Title Deeds of Immovable Property not held in the name of the Company
The Company does not hold any immovable property in the current financial year and therefore the disclosure requirement w.r.t the Title Deeds of Immovable Property held in the name of the Company are not applicable to the company in terms of Para 6(L)(i) of Part I of Schedule-III of the Act,
(ii) The Fair Valuation of Investment Property is based on the valuation by a Registered Valuer
The Company does not hold any Investment property and therefore the disclosure requirement w.r.t the Fair Value is based on the valuation by a Registered Valuer is not applicable to the company in terms of Para 6(L)(ii) of Part I of Schedule-III of the Act
(iii) The Revaluation of Property, Plant and Equipment (including Right-of-Use Assets) is based on the valuation by a Registered Valuer
The Company does not hold Property, Plant and Equipment and therefore the disclosure requirement w.r.t the revaluation is based on the valuation by a Registered Valuer is not applicable to the company in terms of Para 6(L)(iii) of Part I of Schedule-III of the Act
(iv) The Revaluation of Intangible Assets is based on the valuation by a Registered Valuer
The Company does not hold Intangible Assets and therefore the disclosure requirement w.r.t the Revaluation is based on the valuation by a Registered Valuer is not applicable to the company in terms of Para 6(L)(iv) of Part I of Schedule-III of the Act
(v) Loans or Advances granted to Promoters, Directors, KMPs and the related parties
The Company has not granted loan to Promoters, Directors, KMPs and the related parties during the year under audit, therefore the disclosure requirement w.r.t Loans or Advances granted to Promoters, Directors, KMPs and the related partes in terms of Para 6(L)(v) of Part I of Schedule-III of the Act is not applicable to the Company.
(vi) Capital Work-In-Progress
There is no Capital Work-in-Progress(C-WIP) during the current financial year and therefore the disclosure requirement w.r.t Capital Work-In-Progress are not applicable to the company in terms of Para 6(L)(iv) of Part I of Schedule-III of the Act
(vii) Intangible Asset Under Development
There is no Intangible Asset Under Development during the current financial year and therefore the disclosure requirement w.r.t Intangible Asset Under Development are not applicable to the company in terms of Para 6(L)(vii) of Part I of Schedule-III of the Act
(viii) Details of Benami Property held:
Neither any proceedings have been initiated nor any proceedings are pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 and the Rules made thereunder.
In view of this, the disclosure requirement in terms of Para 6(L)(viii) of Part I of Schedule-III of the Act are not applicable to the Company.
(ix) Quarterly Returns or Statements of Current Assets and reconciliation thereof
The Company has not borrowed any money either from banks or financial institutions on the basis of security of current assets and therefore disclosure requirement as to Quarterly Returns or statements of current assets and reconciliation thereof in terms of Para 6(L)(ix)(a) of Part I of Schedule-III of the Act are not applicable to the Company.
(x) Willful Defaulter
The Company has not been declared as Willful Defaulter by any Bank or Financial Institutions or other lender and therefore, the disclosure requirement w.r.t Willful Defaulter in terms of Para 6(L)(x) of Part I of Schedule-III of the Act are not applicable to the company.
(xi) Relationship with Struck Off Companies
The Company has not entered into transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 and therefore disclosure requirement w.r.t Relationship with Struck Off Companies in terms of Para 6(L) (xi) of Part I of Schedule-III of the Act is not applicable to the Company.
(xii) Registration of charges or satisfaction with Registrar of Companies
The Company never borrowed any money from any lenders and therefore neither the registration of charges nor the satisfaction of charges were required with Registrar Of Companies and hence disclosure requirement as to Registration of Charges or Satisfaction with Registrar of Companies in terms of Para 6(L)(xii) of Part I of Schedule-III of the Act is not applicable to the Company.
(xiii) Compliance with Number of Layers of Companies
No investment has been made in any company, thus the disclosure requirement w.r.t Compliance with number of layers of Companies in terms of Para 6(L)(xiii) of Part I of Schedule-III of the Act is not applicable to the Company.
(xv) Compliance with Approved Scheme(s) of Arrangements
During the year, no Scheme of Arrangements have been approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 and therefore, the disclosure requirement w.r.t Compliance with Approved Scheme(s) of Arrangements in terms of Para 6(L)(xv) of Part I of Schedule-III of the Act is not applicable to the Company.
(xvi) Utilization of Borrowed Funds and Share Premium
A. During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including Foreign Entities (Intermediate) and therefore, disclosure requirement as to Utilization of Borrowed Funds and Share Premium in terms of Para 6(L)(xvi)(A) of Part I of Schedule-III of the Act are not applicable to the Company.
B. During the year, the Company has not received funds from any person(s) or entity(ies), including Foreign Entities (Funding Party) and therefore, disclosure requirement as to Utilization of Borrowed Funds and Share Premium in terms of Para 6(L)(xvi)(B) of Part I of Schedule-III of the Act are not applicable to the Company.
(xvii) 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 assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Hence, reporting in terms of Para 7(l) of Part II of Schedule-III - Division II of the Act is not applicable to the Company.
(xviii) The company is not covered under section 135 of the Companies Act, 2013. Hence, reporting in terms of Para 7(m) of Part II of Schedule-III of the Act is not applicable to the Company.
(xix) The company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year. Hence, reporting in terms of Para 7(n) of Part II of Schedule-III of the Act is not applicable to the Company.
Pursuant to the Scheme of Arrangement (the 'Scheme'), duly sanctioned by the National Company Law Tribunal (NCLT), Kolkata Bench vide Order dated 22 June 2023 ("Order"), with effect from the Appointed Date i.e., 1 April 2022, the E-commerce Distribution Business along with identified non-core assets ('the demerged undertaking ') of the Saregama India Limited ("Demerged Company") including investment in wholly owned subsidiary - Open Media Network Private Limited engaged in publication business, stands transferred into the “Digidrive Distributors Limited" ('the Resulting Company').
On receipt of the order dated 26 June 2023 from NCLT sanctioning the Scheme and upon filing the same with Registrar of Companies, Kolkata on 12 July 2023 the Scheme has become effective. Accordingly, the Company has given effect to the Scheme in the financial statements for the year ended 31 March 2023 and has accounted the same as per the pulling of interest method.
Pursuant to the above Order, the Company has recognised the effect of demerger and the difference of Rs.3,560.66 Lakhs i.e. excess of the value of transferred assets over the transferred liabilities pertaining to the demerged undertaking pursuant to the Scheme of Rs.7416.85 Lakhs adjusted with equity share capital issued of Rs.3856.19 Lakhs has been credited to the Capital Reserve.
I Current liabilities as on 31 March 2023 was Nil, hence current ratio cannot be calculated
II Company is debt-free and accordingly debt-equity ratio and debt service coverage ratio for 31 March 2024 and 31 March 2023 has not been calculated.
III Decrease is on account of lower profit generated during the year ended 31 March 2024
IV Trade Payable as on 31 March 2023 was Rs. Nil.
V Decrease is on account of lower profit generated during the year ended 31 March 2024 coupled with increase in deferred tax liability arising on Other Comprehensive income for the year ended 31 March 2024.
VI Based on mark to market valuation of Investments.
29 Commitments
Estimated amount of contract remaining to be executed on Capital account and not provided for [net of advances of Rs. Nil (31 March 2023 - Rs. Nil) as at 31 March 2024 are estimated at Rs. Nil (31 March 2023 - Rs. Nil).
30 Contingent liabilities
Contingent liabilities of the company is Rs. Nil as at 31 March 2024 (31 March 2023 - Rs. Nil).
31 Disclosure of investments made in related parties required under section 186(4) of the Companies Act, 2013:
(a) The Company has invested in equity of Rs.Nil (2022-23 Rs.Nil) during the year in its subsidiary, Open Media Network private limited for its principal business activities.
32 Previous year's figures have been regrouped or re-arranged, where considered necessary.
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