3.1 Deemed cost of leasehold building includes subscription towards share capital of co-operative societies amounting to ' 2,750/- (Previous Year' 2,750/-)
3.2 For lien and charge on the above assets refer Note 22.1
3.3 Sale of leasehold buildings represents five leasehold buildings sold by the lenders during the year.
3.4 I n accordance with the Indian Accounting Standard (Ind AS 36) on “Impairment of Assets” the Management is required to carry out an exercise of identifying assets that may have been impaired. However, in the opinion of the management, the fixed assets of the Company comprise of leasehold building and not cash generating units as stated in the said accounting standards and there is no impairment of any of the fixed assets.
5.1 Subsequent to disposal of one freehold land sold by the lenders during the year, the Company does not have any freehold land. In view of this, the information regarding income and expenditure of investment property and reconciliation of fair value is not required to be provided.
5.2 For lien and charge on the above assets refer Note 22.1
17.1 During the financial year 2014-15, the Distribution Franchisee (DF) agreement between the Company and MSEDCL got terminated. With regards to the Distribution Franchisee activity, the reconciliation and settlement of several claims of the Company and MSEDCL are under process. The liabilities of the Power Distribution Franchisee of '210.76 Crores is adjustable against receivable of ' 254.59 crores from them and accordingly has been presented net. The Company has tested the amount receivable from MSEDCL for expected credit loss and accordingly ' 43.83 crores has been provided for during the financial year 2016-17.
18.1 Terms/ rights attached to equity shares
The Company has only one class of equity shares having a face value of ' 10/- per share. Each holder of equity share is entitled to one vote on show of hands and in case of poll, one vote per equity share. A member shall not have any right to vote whilst any call or other sum shall be due and payable to the Company in respect of any of the equity shares of such member. All equity shares of the Company rank pari-passu in all respects including the right to dividend.
In the event of winding-up of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, if any, after distribution of all preferential amounts in proportion to the number of shares held at the time of commencement of winding-up.
The equity shareholders have all other rights as available to equity shareholders as per the provisions of Companies Act, 2013, read together with the Memorandum and Articles of Association of the Company.
18.2 Terms, Rights, Preferences and restrictions attached to 0.01% - Non Participating Optionally Convertible Cumulative Preference Shares (OCPS):
The Company has only one class of preference shares, having face value of ' 10/- per share allotted to GTL Infrastructure Limited (GIL). In terms of the issue, GIL had right to convert OCPS into equity shares from the expiry of 6 months from the date of allotment till 18 months of the date of allotment. However, GIL has opted for non-conversion of OCPS into equity shares.
The OCPS carry a dividend of 0.01 % per annum, payable on a cumulative basis on the date of conversion / redemption as the case may be. Any declaration and payment of dividend shall at all times be subject to the availability of Profits and the terms of the restructuring of the debts under the Corporate Debt Restructure (CDR) Mechanism, unless otherwise agreed by the CDR Lenders. Further, in the event of inability of the Company to declare / pay dividend due to nonavailability of Profits / pursuant to the terms of restructuring, the dividend may be waived by GIL.
After the expiry of a period of 6 months from the Allotment Date, the OCPS may at the Option of the Company be redeemed at any time prior to the expiry of 20 years from the date of the allotment, in part or in full, after providing a prior written notice of 30 days to GIL. As agreed by the OCPS holder, the original term providing Yield to Maturity of 8% by way of redemption premium has been repealed by the Board.
Other than as permitted under applicable laws, GIL will not have a right to vote at the Company's General Meetings.
In the event of winding-up of the Company, the OCPS holder/s will be entitled to receive in proportion to the number of shares held at the time of commencement of winding-up, any of the remaining assets of the Company, if any, after distribution to all secured creditors and their right to receive monies out of the remaining assets of the Company shall be reckoned pari-passu with other unsecured creditors, however, in priority to the equity shareholders. The OCPS holder/s shall have such rights as per the provisions of Companies Act, 2013, read together with Memorandum of Association of the Company.
The OCPS holder/s shall have all other rights as avaialble as per the provisions of Companies Act, 2013, read together with Memorandum and Articles of Association of the Company.
Capital Redemption Reserve : This Reserve is created under Section 69 of the Companies Act, 2013 by transferring an amount equal to the nominal value of shares bought back by the Company. This is permitted to be used for issuing fully paid bonus shares.
Securities Premium Account : Premium collected on issue of securities is accumulated as a part of Securities Premium Account. Utilisation of such premium is restricted by the Companies Act, 2013.
Debenture Redemption Reserve : Additional Debenture Redemption Reserve is not created as the said requirement has been dispensed with in terms of the amendment to Companies (Share Capital and Debentures) Rule 2014.
General Reserve : General Reserve forms part of the retained earnings and is permitted to be distributed to shareholders as dividend.
Balance in Statement of Profit and Loss : This represents profits remaining after all appropriations. This is a free reserve and can be used for distribution as dividend.
20.1 Liability component of compound financial instrument i.e 0.01% Non-Participating Optionally Convertible Cumulative Preference Shares (OCPS) is determined considering effective interest rate.
20.2 Refer note 18.2 for Terms, Rights, Preferences, redemption details and restrictions attached to 0.01% - Non Participating Optionally Convertible Cumulative Preference Shares (OCPS)
22.1 Nature of security:
I) Security created in favor of CDR Lenders :
a) A first charge and mortgage on all immovable properties, present and future (Also refer Note 22.2 below);
b) A first charge by way of hypothecation over all movable assets, present and future (Also refer Note 22.2 below);
c) A first charge on the Trust and Retention Account and other reserves and any other bank accounts wherever maintained, present & future;
d) A first charge, by way of assignment or creation of charge, over:
i. all the rights, titles, interest, benefits, claims and demands whatsoever in the Project Documents duly acknowledged and consented to by the relevant counter-parties to such Project Documents, all as amended, varied or supplemented from time to time
ii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in the Clearances
iii. all the rights, titles, interest, benefits, claims and demands, whatsoever, in any letter of credit, guarantee, performance bond provided by any party to the Project Documents;
iv. all the rights, titles, interest, benefits, claims and demands, whatsoever, in Insurance Contracts / proceeds under Insurance Contracts;
e) Pledge of all investments of the Company, except investment in Global Rural Netco Ltd (GRNL) which has since been dissolved (Also refer Note 22.2 below);
f) Mr. Manoj G. Tirodkar, one of the promoters of the Company, has extended a personal guarantee. The guarantee is limited to an amount of ' 394.28 Crores; and
g) Mr. Manoj G. Tirodkar and Global Holding Corporation Private Limited (GHC), promoters of the Company, have executed Sponsor Support Agreement to meet any shortfall or expected shortfall in the cash flows towards the debt servicing obligations of the Company. As far as Mr. Manoj Tirodkar is concerned any liability arising from this Sponsor Support Agreement along with any other Agreement including Personal Guarantee shall be always capped at ' 394.28 Crores.
The personal guarantee and liability arising from Sponsor Support Agreement have to be reduced to the extent of exposure of lenders, which were fully settled by the Company. Accordingly, the Company has requested the Security Trustee to issue the confirmation / letter in this regard.
II) Security offered to CDR Lender's pending creation of charge:
a) The Company's one of the promoters namely GHC along with its step down subsidiaries has to extend corporate guarantee; and
b) GHC has to pledge its holding in the Company.
III) Prior to the restructuring of the Company's debts under CDR Mechanism, the Company created security on certain specified tangible assets of the Company in favour of Andhra Bank, Punjab National Bank, Union Bank of India, Vijaya Bank, IDBI Bank Limited, Bank of Baroda, UCO Bank, Indian Overseas Bank, Indian Bank, Canara Bank and Dena Bank for their respective credit facilities other than term loans, aggregating in ' 1,572 Crores. In terms of CDR Documents inter-alia Master Restructuring Agreement, the earlier charges are not satisfied by the Company after creation of new security as stated in I above on account of non-issuance of NOC for satisfaction of charges by the lenders.
22.2 Since the lenders have sold 9 out of 10 immovable properties along with movable assets therein and invoked all investments referred in Note 22.1(e), the Company is awaiting No Objection Certificate (NOC) from Security Trustee for effecting the reduction in charge in respect of them.
In the meanwhile, the Monitoring Institution, on behalf of all the secured lenders have communicated their 'In-Principle' approval to the OTS proposal and the Company is awaiting requisite sanction from the secured lenders along with resolutions of NCLAT and Debt Recovery Tribunal related issues.
During the month of March 2024, the Company received OTS sanction from one of its secured lenders. Subsequent to March 31,2024, the Company received OTS sanction from two of its secured lenders. Accordingly, the Company has settled them fully in accordance with the OTS proposal. The sanctions in respect of others are awaited.
22.3 The petition filed by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said matter is pending before the National Company Law Appellate Tribunal (NCLAT), on appeal by the said lender. In view of this and Notes 22.2 and 22.4, the Company has neither paid nor provided interest on its borrowings during the year.
22.4 The Monitoring Institution, on behalf of all the secured lenders have communicated their 'In-Principle' approval to the OTS proposal of ' 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject to the approval by their respective sanctioning authorities. Further, the secured lenders have recovered an amount of ' 101.01 Crores in respect hereof through the sale of Company's immovable properties under The SARFAESI Act, leaving a balance of ' 274.78 Crores against which the Company has deposited ' 172.14 Crores as on date in the Escrow Account maintained for the said purpose and is awaiting requisite sanction from the secured lenders along with resolutions of NCLAT and Debt Recovery Tribunal related issues.
22.5 Details of Interest accrued and due on borrowings comprises of:
a) Overdue Interest of ' 502.79 Crores relating to the period March 2014 to March 2017 on amounts due to holders of Rated Redeemable Unsecured Rupee Non-convertible Debentures;
b) Overdue Interest of ' 215.21 crores relating to the period for December 12, 2011 to March 31,2017 on External Commercial Borrowings; the variation in the interest accrued amount as at 31 March, 2024 is on account of exchange fluctuation;
c) Overdue Interest of ' 727.80 Crores relating to the period June 2014 to March 2017 on Secured Term Loan;
d) Overdue interest of ' 22.64 Crores relating to the period June 2014 to March 2017 on Secured Funded Interest
Term Loan;
e) Overdue interest of ' 23.00 Crores September 2014 to March 2017 on Cash Credit facility;
f) Overdue interest of ' 20.27 Crores November 2014 to March 2017 on dues towards BG Invocation.
23.2 The Company has sought the balance confirmations from the trade payables and has received such confirmations from some vendors. In respect of the remaining vendors, balances are subject to confirmation and appropriate adjustment, if necessary, will be considered in the year of reconciliation.
23.3 Disclosure in accordance with Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. The information required to be disclosed has been furnished to the extent parties have been identified as Micro, Small and Medium Enterprises on the basis of information available in this regard with the Company.
27.1 In a dispute between the Company and GTL Infrastructure Limited (GIL), the Arbitration Tribunal vide its interim order dated December 17, 2019 has directed GIL to pay an amount of ' 440.00 Crores in stipulated timeline. The parties had initiated a settlement process; however, it could not be completed due to non-receipt of consents from GIL lenders. Further, GIL lenders have challenged the award and related execution proceedings. Hence the Company has not recognized income against the said claim.
27.2 Revenues in excess of invoicing are classified as contract assets (referred to as unbilled revenues), while invoicing in excess of revenues are classified as contract liabilities (referred to as unearned revenues). Details of the same are as under:
36.1 There have been no other transactions involving equity shares or potential equity shares between the reporting date and the date of authorisation of these financial statements.
36.2 There were no potentially dilutive equity shares which would have been outstanding as at the year end.
37: SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. The Management believes that the judgments and estimates used in preparation of financial statement are prudent and reasonable.
Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 41 for further disclosures.
Allowances for credit loss on Trade Receivable, Advance to supplier and other receivable
The Provision for allowances for credit loss for Trade Receivable , Advance to supplier and other receivable are based on assumptions about the risk of defaults and expected credit loss. The Company uses judgment in making these assumption and selecting the inputs to the calculation of provision for allowance based on the past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Provisions for impairment loss on Investment
Provisions for impairment loss on Investment is based on evaluation of financial position of investee companies to meet their obligations for honouring their commitments towards the investment held by the Company.
The Company makes contribution towards provident fund and superannuation fund which are in the nature of defined contribution post employee benefit plan. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. Amount recognised as an expense in the statement of Profit and Loss - included in Note 31 - “Contribution to Provident and other funds” ' 3.90 Crores (' 3.73 Crores) is given in the table above
b) Defined Benefit Plan
The employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by a Trust maintained with Life Insurance Corporation of India (LIC). The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for compensated absences is recognized in same manner as gratuity.
Based on actuarial valuation obtained as at the Balance Sheet date the following table sets out the details of Defined Benefit obligation.
The above sensitivity analysis is 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 (projected unit credit method) has been applied while calculating the defined benefit obligation recognised within the Balance Sheet.
39. COMMITMENTS, CONTINGENCIES AND PROVISIONS
A. Leases
1. The Company has adopted Ind AS 116 on leases beginning April 1,2019, using the modified retrospective approach. The standard has been applied to the lease contracts as at April 1,2019.
2. The Company has recognized the lease liability at present value of the lease payments discounted at relevant incremental borrowing rate. The right to use asset has been measured at the same value as that of the lease liability during inception. As of 31 March, 2024 the right-of-use asset is ' 26.89 Crores (' 1.95 Crores) and a corresponding lease liability of ' 27.00 Crores (' 2.18 Crores).
3. I n the statement of profit and loss for the current year, lease expenses which were recognised as other expenses in previous periods is now recognised as depreciation expense for the right-of-use asset and finance cost for interest accrued on lease liability. The adoption of this standard did not have any significant impact on the profit for the year and earnings per share. The weighted average incremental borrowing rate of 11% has been applied to lease liabilities recognised in the balance sheet at the date of initial application.
4. The Company has also elected not to apply the requirements of Ind AS 116 to short term lease and leases for which the underlying asset is of a low value. The Company incurred ' Nil (' 1.66 Crores) for the year ended March 31,2024 towards expenses relating to short-term leases.
5. The total cash outflow for leases is ' 2.95 Crores (' 3.53 Crores) for the year ended 31st March, 2024 including cash outflow of short-term leases. Out of this, an amount of ' 2.95 Crores (' 1.87 Crores) is pertaining to IndAS 116 requirements and ' Nil (' 1.66 Crores) is pertaining to short term leases. Interest on lease liabilities is ' 0.41 Crores (' 0.30 Crores) for the year.
' Crores
|
|
Particulars
|
31 March 2024
|
31 March 2023
|
i)
|
Claims against the Company not acknowledged as debts (refer note 39.C.1)
|
7,484.42
|
8,036.27
|
ii)
|
Guarantees given by Banks on behalf of the Company
|
2.23
|
2.23
|
iii)
|
Corporate Guarantees given by the Company for loans taken by subsidiaries / others
|
5.00
|
5.00
|
iv)
|
Disputed Sales Tax Liabilities for which appeals are pending Amount deposited ' 5.28 Crores (for previous years ' 4.63 Crores)
|
76.19
|
75.76
|
v)
|
Disputed Service Tax Liabilities for which appeals are pending Amount deposited ' 7.04 Crores (for previous years ' 4.28 Crores)
|
97.23
|
61.74
|
vi)
|
Disputed Income Tax Liability for which appeals are pending Amount Deposited ' 0.08 Crores (for previous years ' 0.08 Crores)
|
3.65
|
0.42
|
vii)
|
Dividend on 0.01% Non-Participative Optionally Convertible Cumulative Preference Share
|
0.77
|
0.70
|
Future cash outflows in respect of iv, v and vi matters are determinable only on receipt of judgements or decisions pending at various forums. The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required in respect of above liability.
39. C. 1. Claims against the Company not acknowledged as debts
As on March 31,2024, there were 42 cases against the Company, pending in various Courts and other Dispute Redressal Forums.
i) In 4 out of 42 cases, the Company has been implicated as proforma defendant i.e., there are no monetary claims against the Company. In most of these cases, dispute concerns matter like loss of share certificate, title claim / ownership / transfer of the shares etc. The Company's implication in these matters is with a view to protect the
interest of the lawful owners of the shares. Upon the final orders passed by the Court(s), the Company shall have to release the shares, which are presently under 'stop transfer', in this regard to the rightful claimants. There is no direct liability or adverse impact on the business of the Company on account of the said 4 cases.
ii) Out of the balance 38 cases, 15 cases are from its earlier power business, 5 cases are from telecom related businesses and 1 case is in respect of non-allotment / non-refund of money in its IPO, which are handled by the Company's advocates, who have the necessary expertise on the subject. It is found that in most of the cases the claims are unsubstantiated and therefore the Company is resisting and defending these claims. (Out of the aforesaid 15 cases of power business, 9 cases pertain to Labour Court matter wherein the employees filed for reinstatement on termination consequent to termination of Aurangabad Distribution Franchisee Agreement of the Company. These are being settled with affected employees. The contingent liability in respect of these 9 cases is ' 1.34 Crores and in respect of balance 6 cases is ' 0.40 Crore. Further the contingent liability w.r.t. 5 cases related to telecom business and 1 case in respect of non-allotment / non-refund of money in its IPO is ' 0.85 Crore.
iii) There are 9 cases pertaining to arbitration matters, out of which in 5 cases, the Company has invoked arbitration proceedings against MSEDCL in respect of the DF Contract & EPC Contract as explained in the earlier Annual Report and the contingent liability towards counter claims of MSEDCL is ' 462.90 Crores. The other four matters, are arising out of challenge on the procedural orders by the Arbitrator and are being contested in the courts by the Company's advocates who have the necessary expertise on the subject. There is no contingent liability arising out of the four matters.
iv) In 1 case, a bank has filed commercial suit against the Company in the Hon'ble Bombay High Court in respect of the Company's comfort letter issued in favour of one of its Wholly Owned Subsidiaries (WOS) towards WOS's credit facilities. The contingent liability in respect of which is ' 237.28 Crores
v) I n 1 case a Lender Bank has filed insolvency petition before the National Company Law Tribunal, Bombay Bench (Hon'ble Tribunal) under Section 7 of the IBC Code. The Hon'ble Tribunal vide its order dated November 18, 2022 dismissed the said petition. The said matter is now pending before the National Company Law Appellate Tribunal (NCLAT), on appeal by the said lender. The contingent liability in respect of which is ' 204.78 Crores (Net of liability in the books as at March 31,2023 of ' 329.98 Crores, against the total claim of ' 534.76 Crores).
vi) In 1 case, the Department of Telecom (DoT) has raised a frivolous demand of ' 1,509.50 Crores based on Adjusted Gross Revenue for ISP license fee pertaining to the business carried out by the Company well before the year 2009 and the relevant ISP license was surrendered to DoT in 2009 for which DoT had issued a no-dues certificate in November 2010. The Company is contesting this demand in an appropriate forum.
vii) In 1 case, IDBI Bank and other CDR lenders have filed a suit against the Company in Debt Recovery Tribunal, Mumbai, claiming ' 4,853.55 Crores. The Company is contesting the claim in the DRT, Mumbai.
viii) In 1 case, employees of the staffing company have initiated legal proceedings in labour/other courts against the Company. These are being contested by the Company. The contingent liability of these case is ' 0.18 Crore.
ix) I n the balance 3 cases, the Company has been impleaded for various procedural reliefs in the courts and these matters relate and arise out of the Interim Award passed by the Arbitral Tribunal in an Arbitration matter between the Company and GTL Infrastructure Limited and are being contested in the courts by the Company's advocates who have the necessary expertise on the subject. There is no liability to the Company at this stage of litigation. As on the date there is no contingent liability.
Apart from the above cases pending before the courts and other dispute Dispute Redressal Forums, the Company has not acknowledged the following debts also:
x) Claim of ' 179.00 Crores from Global Holding Corporation (GHC), towards loss occurred to GHC on account of invocation by lender of share investment held by GHC in the Company which was offered as pledge for the credit facility availed by the Company.
xi) One of the lenders has debited amount of ' 34.58 Crores to Current Account which is disputed by the Company.
xii) Upon withdrawal of nomination by lead lender, the minimum number of directors got reduced from six to five and fell below the minimum threshold prescribed under Regulation 17(1)(c) of Listing Regulations. Both BSE Limited and National Stock Exchange of India Limited have levied a Fine of ' 6,60,800/- each. The Company's application for waiver of fine has been heard on March 2, 2023 and the order of BSE and NSE on the same is awaited.
The contingent liability in respect of the above is ' 7,484.42 Crores
40.2.1 The amounts disclosed in the table related to key managerial personnel are the amounts recognised as an expense during the reporting period.
40.2.2 Provision for contribution to Gratuity fund and leave encashment on retirement which are made based on actuarial valuation on an overall Company basis are not included in remuneration details of key managerial personnel.
41.1 The Management assessed that trade receivables, cash and bank balances, loans, other financial assets, trade payables and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
41.2 The fair values of the Company's fixed interest-bearing borrowings is determined by using DCF method 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 31 March, 2024 was assessed to be insignificant as borrowings are fixed interest bearing.
The Company's principal financial liabilities comprise of loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to manage finance for the Company's operations. The Company's principal financial assets includes investments, trade and other receivables, supplier advance and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's financial risk activities are governed by appropriate policies and procedures. The financial risks are identified, measured and managed in accordance with the Company's policies and procedures. It is the Company's policy that no trading in derivatives for speculative purposes to be undertaken. The Audit Committee of the Board and the Board of Directors review and monitor risk management and mitigation plans. The financial risks are summarised below:
43.1 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 loans, borrowings and deposits. As the revenues from the Company's network service business is dependent on the sustainability of telecom sector, Company believes that macro - economic factor, including the growth of Indian economy as well as political and economic environment, have a significant direct impact on the Company's business, results of operations and financial position.
43.2 Interest rate risk
Interest rate risk is the risk that the fair value or future cash flow of financial instrument will fluctuate because of changes in market interest rates. The significant part of financial instrument which can be considered in case of the Company as subject to interest rate risk are borrowings. However the Company's borrowings carry fixed interest rate and therefore the Company is not exposed to significant interest rate risk.
43.3 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 External Commercial Borrowings and except for the the same, the Company is not exposed to foreign currency risk as the Company's business operations do not involve any significant transactions in foreign currency.
Foreign currency sensitivity
The impact on the Company's profit or loss before tax on account of variation in exchange rates can be on account of fluctuation in USD as the Company's External Commercial Borrowings liability is a USD denominated liability. The following table demonstrates the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. 1% increase or decrease in USD rate will have the following impact on the profit or loss before tax :
43.4 Equity price risk
All the Company's equity investments are in unlisted entities. All these investments are trade and strategic investments and therefore are not considered to be exposed or susceptible to market risk.
43.5 Commodity price risk
The Company is engaged in business of providing “Network Services” comprising mainly of Operation maintenance and energy management (OME) and other network services. In OME the major component of cost are electricity and Fuel. The variation in the price of electricity and fuel is index based i.e. additionally charged to customer. With regards to other services the contracts are cost plus margin and therefore commodity price risk is mitigated.
43.6 Credit risk
Credit risk is the risk that 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), deposits with banks and other financial assets.
Trade receivables
Customer credit risk is managed subject to the Company's established policy, procedures and controls relating to customer credit risk management. Credit quality of a customer is assessed based on individual credit limits and defined in accordance with customer assessment. Outstanding customer receivables are regularly monitored.
The Company follows a 'simplified approach' (i.e. based on lifetime ECL) for recognition of impairment loss allowance on Trade receivables. For the purpose of measuring lifetime ECL allowance for trade receivables, the Company estimates irrecoverable amounts based on the ageing of the receivable balances . Individual trade receivables are written off when management deems them not to be collectible. The Company does not hold any collateral as security against these trade receivables. The contractually agreed terms effectively manage the concentration risk. The details of the same are as under:
Financial Assets and bank deposits
Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy. The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which its balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings. The Company does not maintain significant cash and deposit balances other than those required for its day to day operations.
The Company's maximum exposure to credit risk for the components of the Balance Sheet at 31 March 2024 and 31 March 2023 is the carrying amounts as appearing in Note 11, 12, 13 and 14.
43.7 Liquidity risk
Liquidity risk is that the Company will not be able to settle or meet its obligation on time or at reasonable price. Company's principal sources of liquidity are cash flows generated from its operations.
The Company continues to take various measures such as cost optimisation, improving operating efficiency to increase Company's operating results and cash flows. The Monitoring Institution, on behalf of all the secured lenders have communicated their 'In-Principle' approval to the OTS proposal of ' 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject to the approval by their respective sanctioning authorities. The petition filed by one of the lenders before NCLT got dismissed vide its order dated November 18, 2022, the said matter is pending before the National Company Law Appellate Tribunal (NCLAT), on appeal by the said lender. Accordingly, the Management is of the view that based on the directions of the lenders / NCLT, it would be in a position to revive the Company / settle the matter and continue its operations.
For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares, Securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to safeguard continuity of the business operations.
45.1 While calculating Debt Service Coverage Ratio and Net Profit Ratio; exceptional items (See Note 35) are not considered.
45.2 Since the net worth and the net current assets are negative, these ratios are not furnished.
46. ADDITIONAL INFORMATION
Additional regulatory information
a) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company.
b) To the best of the Company's knowledge and information, there are no transactions which are not recorded in the books of account or have been surrendered or disclosed as income during the year in the tax assessments under Income Tax Act, 1961.
c) The Company has not been declared as a wilful defaulter (WD) by any of the banks or financial institutions or any other lender. Further, the proceeding initiated by one of the secured lenders in this regard is stayed by the appropriate court. The said lender has sanctioned One Time Settlement against which the Company has made the payment and the process of withdrawing the WD proceeding is underway.
d) To the best of the Company's knowledge and information, the Company does not deal with struck off companies.
e) The Company has registered charges with Registrar of Companies (RoC) wherever applicable.
f) The Company has not borrowed any funds during the year.
g) The Company does not hold any benami property and no proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
h) The Company does not trade or invest in any crypto currency.
47. With regards to the investigation conducted by the Central Bureau of Investigation of India and Directorate of Enforcement during the FY 2022-23, the Company continues to co-operate and provide appropriate legal documentation to defend and exonerate itself on merits.
48.1 The Company has a Deferred Tax Asset of ' 22.01 crores as at March 31,2024 (' 25.72 Crores as at March 31,2023). The same has not been recognised in the financial statement in the absence of probable taxable profits against which the same can be utilised.
The Company doesn't expect sufficient future taxable income in the near future against which the unused business losses can be utilised and therefore the Company has not considered the same for working of unrecognised DTA disclosed above .
49. GOING CONCERN
The net-worth of the Company has got eroded during the last few years. The Company's current liabilities are higher than its current assets. While the petition for insolvency resolution process filed by one of the lenders before National Company Law Tribunal got dismissed vide its order dated November 18, 2022, the said matter is pending before the National Company Law Appellate Tribunal (NCLAT), on further appeal by the said lender.
The Monitoring Institution, on behalf of all the secured lenders have communicated their 'In-Principle' approval to the OTS proposal of ' 375.79 Crores besides pass-through of all pending arbitration proceeds in the agreed ratio subject to the approval by their respective sanctioning authorities. Further, the secured lenders have recovered an amount of ' 101.01 Crores in respect hereof through the sale of Company's immovable properties under The SARFAESI Act, leaving a balance of ' 274.78 Crores against which the Company has deposited ' 172.14 Crores as on date in the Escrow Account maintained for the said purpose and is awaiting requisite sanction from the secured lenders along with resolutions of NCLAT and Debt Recovery Tribunal related issues.
Accordingly, the Management is of the view that it would be in a position to revive the Company and continue its operations. Hence it continues to prepare its financial statements on a going concern basis.
50. DISCLOSURE OF INFORMATION AS REQUIRED BY REGULATION 34(3) OF LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS
Since the Company does not have any subsidiary company, the information is not furnished. (Refer Note 40.1.a)
52. The previous year figures, wherever necessary, have been regrouped/rearranged/recast to make them comparable with those of the current year.
53. Figures in brackets relate to the previous year unless otherwise stated.
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