Note 14.1 : Equity share capital

During the period of five financial years immediately preceding the Balance Sheet date,

(i) The Company has not allotted any fully paidup equity shares by way of bonus shares;

(ii) The Company has not allotted any equity shares pursuant to any contract without payment being received in cash;

(iii) The company has not bought back any equity shares

Note 14.3 : Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital:

The Company has only one class of equity shares having a par value of ' 10 per share. Each Shareholder is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

General Reserve

General reserve was created by transfer of profits as per Companies (Transfer of Profits to Reserve) Rules, 1975. It is a transfer from one component of equity that is retained earnings for appropriation purpose.

Securities Premium

Securities premium reserve is the premium received on issue of shares. These reserve is utilized in accordance with the provisions of the Companies, Act, 2013

Capital Redemption Reserve

The Capital redemtion reserve were created out of reduction in the liability towards the principal amount of Debentures holders and as per the approved scheme, said liability were transferred to the capital redemption reserves.

Special Reserve

This reserve was created in earlier years for taking the tax benefit u/s 36(1)(VIII) of the Income tax in respect of one of the earstwhile subsiidiary which was merged with the compnay in February, 2019.

Retained Earnings

The retained earnings reflect the profit of the Company earned till date net of appropriations. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve, after considering the requirements of the Companies Act, 2013

Terms of Repayment of Loans

Due to precarious financial condition of the company, the Company had decided to settle outside liabilities of Banks and Debenture holders through a Scheme of Compromise and Arrangement. Hon’ble High Court of Gujarat vide its order dated February 19, 2002 approved the said Scheme. As per the aforesaid Scheme, one of the promoter company i.e. Torrent Investment Private Limited was to fund the amount to enable the Company to settle the liabilities of Banks and Debenture holders as approved by the Hon’ble High Court of Gujarat. In view of the same, Torrent Investment Private Limited had not stipulated any terms and conditions so far as interest and its repayment are concerned and gave amount interest free against which 0% unsecured debentures or instrument of like nature to be issued. Therefore, the Company does not intend to pay any interest or repay such borrowings within next 12 months period and it continue to classify such borrowings as “Non-Current Borrowings” and is not able to work out the amortised cost of such borrowings. Accordingly, the Company considers its’ carrying amount as amortised cost.

The company is not declared wilful defaulter by any bank or financial institution or other lender.

(a) In view of unabsorbed losses and in the absence of taxable income under the provisions of the Income Tax Act, 1961 in the current year, the company believes that there will be no tax liability. Accordingly, no provision for income tax for the year has been made in the accounts.

(b) The Company has unabsorbed depreciation and carry forward losses under the Income Tax Act, 1961. In the absence of virtual certainty supported by convincing evidence of sufficient future taxable income, deferred tax assets are not recognized in the accounts.

In accordance with the Memorandum of Understanding dated 9th January, 2008 entered into between the Company and Banks, 1,79,520 equity shares of Competent Automobiles Ltd of ' 10/- each, belonging to the Banks will be sold / transferred by the Company as per the advice of the banks. Until such time, the Company will hold the shares on behalf of the Banks in its DEMAT Account. Therefore, the amount of dividend received on such shares on behalf of the Banks has been classified and disclosed under “Other Financial Liabilities (Current).

Note 32 : Capital Management

The Company’s objectives when managing capital is 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. The capital of the Company consist of equity capital, and borrowings.

Fair value hierarchy

The following section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date.

Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.

Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost

The carrying amounts of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables are considered to be the same as their fair values, due to their short-term nature.

Note 34 : Financial risk management

The Company’s risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

(a) Credit risk

Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) 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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash ?ows

Liquidity Table

The Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

Note 35 : Relationship with struck off companies

The company does not have transactions with companies struck off under section 248 of the companies act, 2013 or section 560 of the companies act, 1956 other than disclosed in note 6 “Investment” of the financial statements

Note 1: During the current financial year, the maturity profile of the fixed deposits with banks has undergone change and significant portion is now classified under "Current assets " in comparison to fixed deposits classified under the head "Other Non-Current Financial Assets" in the previous year resulting into variation in current ratio.

Note 2: The company has negative shareholder's equity, therefore determiation of these ratios do not render meaningful results and accordingly not disclosed.

Note 3: In view of footnote disclosed at Note 16 "Borrowings (Non- Current)", the Company does not have any obligation to repay the debt and accordingly ratio is not applicable.

Note 4: The company does not have any operational activity generating any revenue from operations and hence these ratios are not applicable.

Note 5: Significant increase in other income during the previous financial year resulting into significant variation in the ratio.

Note 6: As the company do not have any significant income generated from the investments, the ratio is not disclosed.

(*) Ratios have been reworked or recomputed wherever necessary and accordingly disclosed.

Note 37 : Details of Benami Property held

The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

Note 38 : Compliance with approved scheme of arrangements

Company does not have any scheme of arrangement in terms of sections 230 to 237 of the companies act, 2013.

Note 39 : Revaluation of Property, Plant And Equipment And Intangible Assets

The Company has not done revaluation of PPE / Intangible assets.

Note 40 : Utilisation of Borrowed funds and share premium:

(a) During the year, no funds have been advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) by the company to any other persons or entities, including foreign entities with the understanding whether recorded in writing or otherwise that the Intermediary shall 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 provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) During the year, the company has not received any fund from any persons or entities, including foreign entities (Funding Parties) with the understanding whether recorded in writing or otherwise that the company shall 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 41: Undisclosed Income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

Note 42: Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in crypto currency or virtual currency during the financial year.

Note 43 : Registration of Charges or Satisfaction with Registrar of Companies

The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

Note 44 : Compliance with number of Layers of companies

The Company does not have any holding or subsidiary company, hence the compliance with number of layers of companies under clause (87) of section 2 is not applicable to the company.

The company has received confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).

Note 46 : Statement of Management

(a) The non-current financial assets, current financial assets and other current assets are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year under review.

Note 47:

The Company was inter-alia engaged in investment of shares and securities with huge volume in earlier years. Because of voluminous transactions certain shares and securities in physical form, though in the name of company, were not traceable. However, the Company continued to receive dividend on some of such shares. Security Exchange Board of India, vide its PR No. 12/2019 dated March 23, 2019 mandated to undertake process of transfer of all shares in dematerialized form to effect sale of shares in future and therefore the company is making extensive efforts to trace the physical certificates of aforesaid shares. The Company, having able to trace physical certificates for some of the shares, initiated the procedure to convert the same in DEMAT forms. Upon completion of requisite procedures, the Company could get such shares credited in its DEMAT account during the current financial year, which necessitates the Company to record such shares in the books of accounts. The Company therefore has recognised such shares at its fair value amounting to Rs. 7.04 lakhs by debiting Investment accounts with corresponding credit to Miscellaneous Income under the head “Other Income” in statement of profit and loss.

Note 48:

The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the figures for the current year. Figures are rounded off to nearest lakhs.