(i) Property, plant and equipment include assets in use for in house research and development
Refer note 34 for details.
(ii) Contractual obligations
Refer note 32 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
(iii) Property, plant and equipment pledged as security
Refer note 44 for information on property, plant and equipment pledged as security by the Company.
(iv) Depreciation for the year has been included in “Depreciation and amortization expense” line item in statement of profit and loss.
The Company obtains independent valuations for its investment property at least annually by registered valuer as defined under Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017. The best evidence of fair value is current prices in an active market for similar properties.
The fair value measurement of the investment property has been categorised as a Level 3 fair value based on the inputs to the valuation technique used by the independent registered valuer.
Where such information is not available, the independent valuer considers information from a variety of sources including:
a) In case of valuation of land, current prices in an active market for similar properties of the same area and localities have been taken.
b) In case of constructed building, rates derived from CPWD/CWC PARS as on 01-10-2012 have been taken as the basis of valuation. These rates have further been modified to bring them at par with the present day price index and as per specifications found at site. Necessary depreciation for age and life of the structure has been taken into account.
(b) Leasing arrangements
Land classified as investment property is leased to a tenant under long-term operating lease arrangement with rentals payable monthly. The said lease arrangement has been terminated during the year and the corresponding land is being used by the Company for its own business.
(ii) Depreciation for the year has been included in "Depreciation and amortization expense" line item in statement of profit and loss.
(i) Contractual obligations
Refer note 32 for disclosure of contractual commitments for the acquisition of intangible assets.
(ii) Expenses incurred and assets in use for in house research and development :
During the year, expenditure of ' 131.68 crores (March 31,2023: ' 129.66 crores) was incurred on research and development (excluding depreciation) recognized in statement of profit and loss.
Refer note 34 for detail.
(iii) Amortization for the year has been included in line item 'Depreciation and amortization expense' in statement of profit and loss.
(i) Earmarked balances with banks represent unclaimed dividends (previous year: balance in unspent CSR account (refer note 29) and unclaimed dividends).
(ii) Fixed deposits with maturity of more than 3 months but less than 12 months includes ' 0.19 crores (March 31,2023: ' 0.17 crores) deposits held by the entity which are not available for use by the Company, as these are lien marked.
(iii) Balance in Escrow account is not available for use by the Company, refer note 21 (ii) for details.
(iv) ' 2.86 crores (March 31,2023: ' 2.61 crores) represent margin money pledged with various authorities.
(v) Other than as disclosed, there are no repatriation restrictions with respect to other bank balances as at the end of the current year and previous year.
(vi) The carrying values are a reasonable approximation of their fair values.
(i) Details of assets held for sale :
The Company in earlier years, has agreed to transfer 25 acres of land at plot no 219, sector 58, Ballabhgarh, Haryana for a consideration of ' 17.54 crores(including additional payment of ' 8.54 crores to Haryana Shehri Vikas Pradhikaran (HSVP) under “Last and Final Settlement Scheme, 2022” towards settlement of enhancement dues related to the said land) of which ' 13.00 crores has been received from the buyer. The said transfer is subject to necessary approval from Haryana Urban Development Authority (HUDA) and accordingly the amount received from the buyer is being classified in the other current liabilities.
Owing to the inordinate delay in obtaining approval from HUDA, the transfer has been delayed for more than a year that was not originally envisaged. However, the Company is taking necessary action to respond to the current conditions and favourable resolution is expected. Therefore, such land continues to be classified as held for sale.
(ii) Non-recurring fair value measurements
Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time of re-classification. A total write down of ' 0.76 crores was made in earlier years on account of such measurement for land.
(b) Rights/preferences/restrictions attached to equity shares
The Company has only one class of shares, i.e., equity shares having a face value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. Dividend is paid in Indian Rupees. In the event of liquidation of the Company, equity shareholders 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) The Company has a holding company named Kubota Corporation w.e.f. April 11,2022.
(e) The Company has issued total 1,18,700 (March 31, 2023: 2,04,625) equity shares to employees (through Escorts Employees Benefit and Welfare Trust) on exercise of option granted under the Employee Stock Option Scheme 2006, wherein part consideration was received in form of employee services.
Nature and purpose of reserves:
(i) Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.
(ii) Employee's stock options outstanding account
The account is used to recognize the grant date fair value of options issued to employees under Employee stock option plan and adjusted as and when such options are exercised or otherwise expire.
(iii) Capital redemption reserve
This reserve represents reserve created on redemption of preference shares. The reserve is utilized in accordance with the provisions of the Companies Act, 2013.
(iv) Capital reserve
This reserve represents the excess of net assets taken, over the cost of acquisition paid at the time of amalgamation/ acquisition done in earlier years. This reserve is not available for distribution to the shareholders.
(v) Treasury shares
Treasury shares represents Company's own equity shares held by Escorts Employees Benefit and Welfare Trust, which is created for the purpose of issuing equity shares to employees under Company's stock option plan.
(vi) General reserve
The Company has transferred a portion of the net profit before declaring dividend to general reserve pursuant to the earlier provision of Companies Act 1956 and transfer from Employee's stock options outstanding account upon lapse of vested options. Mandatory transfer to general reserve upon declaration of dividend is not required under the Companies Act, 2013. This reserve is available for distribution to shareholders in accordance with provisions of Companies Act, 2013.
(vii) Retained earnings
Retained earnings are created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.
(viii) Other comprehensive income (OCI)
The Company has elected to recognize changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the FVOCI reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognized.
1 Information about individual provisions:
Provision for claims
During FY 2005-06, the Company sold its entire shareholding in Escorts Heart Institute and Research Center Limited (EHIRCL) vide Share Purchase Agreement (SPA) dated September 25, 2005. At the time of sale, EHIRCL had certain pending income-tax demands. For this purpose and in terms of said SPA, an amount of ' 64.99 crores had been kept under Escrow as fixed deposit by the Company, which after renewal(s) along with interest cumulatively amounts to ' 184.57 crores as on March 31,2024 (March 31,2023: ' 171.78 crores). In accordance with the terms of said SPA, the Company has undertaken to indemnify the purchaser against the aforesaid tax demands arising on EHIRCL upon final adjudication in law, to the maximum extent of funds lying in the Escrow Account plus one-third of the remaining tax demand in excess of the balance in the Escrow Account or as may be finally settled between the parties. Correspondingly, a provision was created earlier on prudent basis to meet this liability, if and when the same arises, whose carrying value is ' 65.00 crores on March 31,2024 (March 31, 2023: ' 65.00 crores). The disputed tax demands on EHIRCL are presently reduced to Nil after the first appellate authority decided the disputed matters in the Company's favour and the appeals filed by Income Tax Department against the orders of first appellate authority have been dismissed. The income-tax department had filed two appeal(s) before Hon'ble Delhi High Court. During the year ended March 31, 2024 one of the appeal has ben dismissed by the Hon'ble Delhi High Court and the other appeal is pending.
Provision for warranty
The Company gives warranties on certain products and undertakes to repair or replace them if these fail to perform satisfactorily during the free warranty period. Such provision represents the amount of expected cost of meeting the obligations of such rectification/replacement. The timing of outflows is expected to be within a period of five years. The provision is based on estimates made from historical warranty data associated with similar products and services. The Company expects to incur the related expenditure over the future periods.
32 Commitments and contingencies
|
|
(' crores)
|
Particulars
|
As at March 31,2024
|
As at March 31,2023
|
A. Capital commitments - Estimated amounts of contracts remaining to be executed on capital account and not provided for
|
170.73
|
133.83
|
B. Guarantees executed in favour of others
|
55.90
|
43.90
|
C. Contingencies
|
(i) Taxation related contingencies
|
Excise duty/ customs duty /service tax demands/ GST demands
|
469.57
|
466.25
|
Sales tax and other demands
|
34.33
|
32.21
|
Demand raised by income tax department, disputed by the Company and pending in appeal (refer note 1 below)
|
63.50
|
63.50
|
(ii) Others
|
Cases under litigation relating to :
|
- Personnel
|
5.49
|
5.19
|
- Others
|
49.93
|
59.56
|
(iii) Claims not acknowledged as debts
|
15.42
|
15.42
|
Notes:
1. Contingencies for demand raised by income tax department, disputed by the Company and pending in appeal does not include Income tax cases pending w.r.t. Escorts Heart Institute and Research Center Limited(EHIRC) since the amount is indeterminable (refer note 21(ii) for details). Further the amount includes ' 32.17 crores (March 31, 2023 ' 32.17 crores) in respect of matters which have been decided in favour of the Company, however the income tax department has preferred appeals at the next levels.
2. The amounts indicated as contingent liability or claims against the Company only reflect the basic value. Interest, penalty if any or legal costs, being indeterminable are not considered. Penalties wherever quantified have been included.
I nvestment in subsidiaries, joint ventures and associates are measured at cost as per Ind AS 27, ‘Separate financial statements' and hence, not presented here.
B Fair values hierarchy
The fair value of financial instruments as referred to in note (A) above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].
The categories used are as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
a. Valuation process and technique used to determine fair value
(i) The fair value of quoted equity shares is based on the current bid price of respective investment as at the balance sheet date.
(ii) The fair value of investments in mutual fund units is based on the net asset value (NAV) as stated by the issuers of these mutual fund units in the published statements as at the Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
(iii) The derivative financial instruments are valued using forward exchange rates as at the balance sheet date.
The management assessed that fair values of other current financial assets, cash and cash equivalents, other bank balances, trade receivables, short term borrowings, trade payables and other current financial liabilities approximate their respective carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i) Long-term fixed-rate receivables(if any) are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Company's fixed interest-bearing receivables and lease liabilities are determined by applying discounted cash flows (‘DCF') method on contractual cash flows, using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31,2024 was assessed to be insignificant.
(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes in Company's creditworthiness. The management believes that the current rate of interest on these loans are in close approximation from market rates applicable to the Company. Therefore, the management estimates that the fair value of these borrowings are approximate to their respective carrying values. However, there are no long-term borrowings as at March 31,2024 and March 31,2023.
C Financial Risk Management Risk Management
The Company's activities expose it to market risk, liquidity risk and credit risk. The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
The Company's risk management is carried out by a central treasury department (of the Company) under policies approved by the Board of Directors. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.
C.1 Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
(i) Low credit risk
(ii) Moderate credit risk
(iii) High credit risk
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks across the country.
Trade receivables
Credit risk related to trade receivables are mitigated by taking bank guarantees/letter of credit from customers where credit risk is high and taking insurance cover for receivables. The Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. In case of trade receivables, default is considered to have occurred when amounts receivable become one year past due.
Trade receivables are generally extended a credit period of 0 to 90 days, except in case of sale to government, where the credit period is governed by terms of the order or the tender document and do not involve any significant financing component.
Other financial assets measured at amortized cost
Other financial assets measured at amortized cost includes loans and advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place ensure the amounts are within defined limits.
b) Expected credit losses for financial assets
i) Financial assets (other than trade receivables)
Company provides for expected credit losses on loans and advances other than trade receivables by assessing individual financial instruments for expectation of any credit losses.
- For cash & cash equivalents and other bank balances - Since the Company deals with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, other bank balances and bank deposits is evaluated as very low.
- For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset.
- For other financial assets - Credit risk is evaluated based on Company's knowledge of the credit worthiness of those parties and loss allowance is measured. Since this category includes loans and receivables of varied natures and purpose, there is no trend that the Company can draw to apply consistently to entire population. For such financial assets, the Company's policy is to provide for 12 month expected credit losses upon initial recognition and provide for lifetime expected credit losses upon significant increase in credit risk. The Company does not have any expected loss based impairment recognized on such assets.
ii) Expected credit loss for trade receivables under simplified approach
The Company recognizes lifetime expected credit losses on trade receivables using a simplified approach, wherein Company has defined percentage of provision by analysing historical trend of default (net of any recoveries from the insurance companies) relevant to each business segment based on the criteria defined above and such provision percentage determined have been considered to recognize life time expected credit losses on trade receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for).Trade receivables amounting to ' 280.41 crores (March 31,2023: ' 221.99 crores) are secured by way of security deposits from customer and letter of credit issued by banks. The letter of credit are issued by reputable banks and their credit risk is assessed to be low.
The Company estimates loss allowance provision for the railway products division at 100% for the debtors (other than government) outstanding more than one year as at the reporting date and historical loss rate on the sales made during the year.
* Auto products business was discontinued and all assets & liabilities were transferred under a sale agreement executed in FY 2016-17, except certain receivables and other assets which remained with the Company.
C.2 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
b) Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant
C.3 Market risk
a) Foreign currency risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO, GBP and JPY . Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the functional currency of the Company. Considering the volume of foreign currency transactions, the Company has taken forward contracts to manage its exposure. The Company does not use forward contracts and swaps for speculative purposes.
b) Interest rate risk
i) Liabilities
The Company's policy is to minimise interest rate cash flow risk exposures on external financing. There are no outstanding borrowings as at March 31,2024 and March 31,2023 and accordingly exposure to interest rate risk and sensitivity thereof is not disclosed.
ii) Assets
The Company's fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
c) Price risk
i) Exposure
The Company's exposure to price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.
ii) Sensitivity
The table below summarises the impact of increases/decreases of the index on the Company's equity and profit for the period :
36 Capital management
The Company's capital management objectives are
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. 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.
37 Employee benefits A Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employee’s last drawn basic salary per month computed proportionately for 15 days multiplied by the number of years of service.
Gratuity is payable to the employees on death or resignation or on retirement at the attainment of superannuation age. To provide for these eventualities, the Actuary has used Indian Assured Lives Mortality (2012-14) Ultimate table.
These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management's historical experience.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation recognized in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to prior period.
(x) The Company expects to contribute ' 11.66 crores (previous year ' 10.08 crores) to its gratuity plan for the next year.
(xi) The weighted average duration of defined benefit obligation for gratuity is 16.25 years(previous year 16.70 years) for the company.
B Compensated absences (unfunded)
The leave obligations cover the Company's liability for sick and earned leaves. The Company does not have an unconditional right to defer settlement for the obligation shown as current provision balance above. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current. Amount of ' 9.13 crores (previous year: ' 3.17 crores) has been recognized in the statement of profit and loss.
Pension liability arises on account of future payments, which are required to be made after retirement. It is a special plan in which selective retired employees are getting some fix amount of pension on quarterly and annual basis.
These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds and that have terms to maturity approximating to the terms of the related obligation. Pension growth rate is Company's long term best estimate as to salary increases and takes account of inflation, on long term basis as provided in relevant accounting standard. As this is a fix pension plan so this has been assumed as nil.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation recognized in the balance sheet.
Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable.
(viii) The Company expects to contribute ' 0.33 crores (previous year ' 0.35 crores) to its pension plan for the next year. D Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund and Employee State Insurance Scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to ' 23.77 crores (Previous year: ' 22.21 crores) and contribution to Employee State Insurance Scheme for the year aggregated to ' 0.39 crores (Previous year: ' 0.28 crores).
E The Company has taken an insurance policy for medical benefits in respect of its retired and working employees. The insurance policy for on-roll employees is fully funded by the Company.
*The unvested options at the beginning of March 31,2024 has been vested to the eligible employees on an accelerated basis in the proportion of the period served by these employees upto March 31,2024 and the remaining unvested options stand cancelled as at March 31,2024.
Options are granted under the plan for the consideration as mentioned above and carry no dividend or voting rights. When exercisable, each option is convertible into one equity share.
Employee benefits expense includes ' 4.13 crores (previous year : ' 5.70 crores) being expenses on account of share based payments.
The weighted average share price at the date of exercise of options during the year ended March 31,2024 was ' 2,772.76 (March 31,2023'1,987.20).
Weighted average remaining contractual life of options as at March 31,2024 is 2.49 years (March 31,2023 : 4.16 years).
The Company has leases for the factory lands, marketing offices, depots and related facilities. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to another party, the right-of-use asset can only be used by the Company. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security against the Company's other debts and liabilities. For leases over office buildings and factory premises the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company must insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.
The Company has considered automatic extension option available for land leases in lease period assessment since the Company can enforce its right to extend the lease beyond the initial lease period. The Company also has plans of setting up production facility on the land, therefore is likely to be benefited by exercising the extension option.
Lease payments not recognized as a liability
The Company has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The Company does not have any liability to make variable lease payments for the right to use the underlying asset recognized in the financials statements.
The expense relating to payments not included in the measurement of the lease liability for short term leases is ' 6.96 crores (previous year: ' 5.48 crores).
Total cash outflow for leases for the year ended March 31,2024 was ' 19.86 crores (previous year:.' 17.09 crores).
40 During 2008 the Haryana State Government introduced Haryana Tax on Entry of Goods into Local Area Act, 2008 (“Entry Tax”) by repealing the Haryana Local Area Development Tax Act, 2000 (“HLADT”). The said Act was held unconstitutional by the Hon'ble Punjab & Haryana High Court in their judgement dated October 01,2008. The State Government of Haryana has preferred an appeal before the Hon'ble Supreme Court which was disposed of by the Hon'ble Supreme Court by nine Hon'ble Judges of Constitution Bench and hence that Compensator issue is no more relevant as it does not arise out of the Constitution but imaginary. Matters are not decided by Division Bench by making an order that the interested parties may prefer writs before the High Court. Hence the matter remains pending till its decision. Based on the legal advice received by the Company no further provision on this account is considered necessary after March 31,2008.
The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.
42 (a) Pursuant to the Public Announcement (“PA”) dated November 18, 2021 in relation to the open offer to the Public Shareholders of the Company by Kubota Corporation (“Acquirer”), Detailed public statement (DPS) dated November 25, 2021 and Letter of Offer (LoF) dated March 03, 2022, for acquisition of up to 3,74,91,556 fully paid-up equity shares of face value of ' 10 Each (“Equity Shares”), the Acquirer on April 11,2022, has completed the said acquisition of 3,74,91,556 equity shares from the public shareholders of the Company.
(b) Pursuant to preferential allottment of 93,63,726 equity shares of the Company to Kubota Corporation on December 18, 2021 and completion of open offer as mentioned in Note 42(a) above, the Share Subscription Agreement (“SSA”) and Shareholders' Agreement (“SHA”) dated November 18, 2021 executed among the Kubota Corporation (“Investor”), the Company, certain Existing Promoters has become effective on April 11, 2022, and accordingly, Kubota Corporation has become a Joint Promoter of the Company effective April 11,2022 along with existing promoters of the Company.
(c) Subsequent to approval of the Board of Directors on February 18, 2022 for selective reduction of share capital of the Company by cancelling and extinguishing 2,14,42,343 Equity Shares, held by the Escorts Benefit and Welfare Trust, the Company filed a Scheme for reduction of share capital (“the Scheme”) between the Company and its shareholders, under Section 66 read with Section 52 and other applicable provisions of the Companies Act, 2013 and National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, with the Hon'ble NCLT of Chandigarh (“the Tribunal”) on August 14, 2022. During the year, the Scheme has been approved by the Tribunal vide its order dated May 25, 2023 (“Order”). The scheme became effective upon filing of the certified copy of the order of the
Tribunal sanctioning this Scheme and the minute of reduction with the RoC on May 29, 2023. Accordingly, the impact of the scheme has been considered in these financial statements.
(d) The Board of the Directors of the Company on September 15, 2022 had approved a Scheme of Amalgamation (“Scheme”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and rules framed thereunder. The Scheme, inter alia, provides for amalgamation of Escorts Kubota India Private Limited and Kubota Agricultural Machinery India Private Limited (Amalgamating Companies) into and with Escorts Kubota Limited (Amalgamated Company). The Company has received no objection from the National Stock Exchange of India Limited and BSE Limited vide their letters dated May 29, 2023 and May 30, 2023, respectively, in respect of the aforesaid Scheme. Subsequently, the Company has filed the said Scheme with the Hon'ble National Company Law Tribunal, Chandigarh Bench (NCLT) on July 12, 2023.The Scheme has been approved by the requisite majority of the Shareholders and Creditors of the Companies on December 2, 2023. Post Shareholders and Creditors approval, the Company filed the Second Motion Application with NCLT on December 11,2023. The Scheme is subject to the approvals of NCLT and other regulatory authorities, as may be applicable.
(e) Pursuant to the in-principle approval of the Board of Directors dated September 15, 2022 and the subsequent Share Purchase Agreement dated November 04, 2022 between the Company and Tadano Limited, Japan (Tadano) for sale of 7,27,65,000 equity shares held by the Company in Tadano Cranes India Private Limited formerly Tadano Escorts India Private Limited (TEIPL), the Company has transferred the said equity shares to Tadano on November 09, 2022 at a consideration of ' 0.01 crores and accordingly TEIPL has ceased to be a Joint Venture of the Company.
(f) a) 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.
b) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
c) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
d) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.
e) No charges or satisfaction yet to be registered with ROC beyond the statutory period.
f) No proceeding have been initiated on or is pending against the Company for holding benami property under the Benami Transactions Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(g) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The new requirement is applicable with effect from the financial year beginning on April 01,2023.
The Company, in respect of financial year commencing on April 01, 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail of each and every transaction posted into the accounting software, creating an edit log of each change made in the books of account along with the date when such changes were made, in respect of those posted transactions in the books of accounts and such feature in the accounting software cannot be disabled. However, the audit trail (edit logs) feature for any changes made directly at the database level was not enabled for the accounting software.
The Company is evaluating the implementation of audit log feature for recording of edit logs at database level for the accounting software used for maintenance of books of accounts.
43 A Scheme of Arrangement and Amalgamation under Section 391 to 394 of the Companies Act, 1956 for the amalgamation of Escorts Construction Equipment Limited (‘ECEL'), a subsidiary company and Escotrac Finance and Investments Private Limited (‘Escotrac') and Escorts Finance Investments and Leasing Private Limited (‘EFILL'), joint ventures of the Company (together referred to as ‘transferor companies'), was sanctioned by the Hon'ble High Court of Punjab and Haryana at Chandigarh vide its order dated August 09, 2012 (hereinafter referred to as ‘the Scheme'). Upon necessary filings with the Registrar of Companies, NCT of Delhi and Haryana by the Transferor Companies and Transferee Company, the Scheme became effective on October 12, 2012. In accordance with the Scheme, 3,73,00,031 equity shares of the Company comprising (a) equity shares issued in consideration of amalgamation of ECEL and (b) investments held by two amalgamating entities in the Company were transferred to Escorts Benefit and Welfare Trust (‘EBWT'). The beneficiary interest of the Company in EBWT, has been accounted for as an Investment by the Company in the manner prescribed in the Scheme.
Post selective reduction of share capital of the Company as detailed in Note 42(c) above, EBWT presently holds Nil (March 31, 2023: 2,14,42,343) equity shares of the Company and 2,34,97,478 (March 31, 2022: 2,34,97,478) equity shares of Escorts Finance Limited (subsidiary of the Company). Market value of outstanding shares held by Trust on March 31,2024 is ' 12.43 crores (March 31,2023: ' 4,068.64 crores).
(ii) 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 persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) provided any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(iii) 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) provided any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
49 The Company has presented segment information in the consolidated financial statements which are presented in the same financial report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments', no disclosures related to segments are presented in these financial statements.
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