(i) The company has accounted the investment in wholly owned subsidiary at cost as per Ind As-27 (As per Ind AS 27 for preparing separate financial statements the entity shall account for investments in subsidiaries, joint ventures and associates either: (a) at cost, or (b) in accordance with Ind AS 109)
(ii) The Company holds 2.30% (March 31,2022: Nil) equity shares of Ampus RJ Solar Private Limited, a company engaged in the business of providing solar energy to its customers.
The Company is having power purchse agreement (of 5 MW) with Amplus RJ Solar Private Limited and the company has received Security deposit of Rs.178.00 lacs against 5MW PPP from Amplus RJ Solar Pvt Ltd shown in Note-16.
(i) As at March31,2024, the company has given a loan amounting to Rs.2059.42 lakhs carrying nil interest p.a. to wholly owned subsidiary i.e. Hitech Metalex Private Limited and HTL Ispat Pvt. Ltd. for the purpose of meeting its operational requirements. The loan was repayable up to 5 years as and when funds are available. The maximum amount outstanding during the year ended March 31,2024 was Rs.2059.42 lakhs.
a) The credit period on sale of goods ranges from 15 to 90 days without securities. No interest is charged on trade receivables for the amount overdue obove the credit period.
b) Before accepting any new customer, the company evaluates the financial position, past performance, business opportunities, credit references etc. of the new customers and define credit limit and credit period. The credit limit and the credit period are reviewed at periodical intervals.
c) The company does not generally hold any collateral or other credit enhancements over the balances.
d) Trade receivables have been hypothecated as security towards Company's borrowings from bank (refer security note below Note 19)
e) There are no outstanding debts due from directors or other officers of the company.
b) The shareholders of the company vide ordinary resolution through postal ballot dated 27.12.2022 have
approved the authorised share capital of the company is Rs. 24,00,00,000/- (Rupees twenty four crore only) divided in to 2,40,00,000(two crore fourty lacs) equity shares of Rs. 10/- each. Further after approval of shareholder through postal ballot w.e.f. 17.03.2023 one share of Rs. 10/- each has been splitted in to 10 equity shares of Re.1/- each. Thus the total number of authorised share capital is 24,00,00,000 equity shares of Re. 1/- each.
c) Board of directors proposaed sub-division/split of the equity shares of the company in board meeting dated 28.01.2023 after that shareholders of the company through postal ballot have approved subdivision of equity shares of the company from one equity share of face value of Rs. 10/- each to ten equity shares of face value of Re.1/- each. from the record date of March 17, 2023. Therefore total fresh shares 11,50,29,900(12781100*9) issued.
d.1) Board of Directors of the company proposed issue of Converitible equity share warrants 55,40,000 @ Rs.692/- on prefrential basis. Which has been approved by Shareholders of the company through postal ballot cum e-voting held on 27.12.2022, and same has been allotted on 10.01.2023, being receipt of upfront 25% application money i.e Rs.173/- (balance 75% i.e Rs. 519/- shall be payable within 18 months i.e. dated 09.07.2024) . Further on being full paymnet by warrant holders during the period 22,07,500 share warrants have been converted in to the 1:10 number of equity shares as approved by the board of ‘Securities allotment-commitee' on respective date.
d.2) As on 31.03.2024 - 28,22,500 warrants were pending for conversion in to equity shares and the same will be converted in to the equity share on receipt of full amount. However post split of equity shares, such warrant holder will receive 10 equity shares of Re.1 /-each fully paid for each warrant.
e) Rights, preferences and restrictions attached to equity shares
The Company has single class of equity shares having a par value of Re.1/- each w.e.f. 17.03.2023 (On being split off 1 Share of Rs.10/- each in to 10 share of Re.1/- each fully paid) and carry an equal right of dividend. Each shareholder is eligible for one vote per share held & 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 to their shareholding.
h) For the period of five years immediately preceding the date of Balance Sheet,
Aggregate number & class of shares allotted by the company as fully paid up pursuance to contract; without receipt of cash.
NIL
Aggregate number & class of shares bought back by the company .
NIL
Aggregate number & class of shares alloted by the company as fully paid up by way of bonus shares
NIL
(i) Securities premium account
Securities premium reserve is created due to premium on issue of shares. These reserve is utilised in accordance with the provisions of the Indian Companies Act,2013 (" The Companies Act").
(ii) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.There is no policy of regular transfer. General reserves represents the free profits of the
Company available for distribution. As per the Companies Act, certain amount was required to be transferred to General Reserve every time Company distribute dividend. General reserve is not an item of OCI, items included in the general reserve will not be reclassified to profit or loss.
(iii) Share Warrant (Fully Convertible in Equity Shares)
The company has issued and allotted 55,40,000 fully convertible warrants to non-promoters, promoter and promoter group on preferential basis @ Rs. 692/- each on subscription amount of Rs.173/- each (being 25% application money), which are convertible into equal number of equity shares Rs.10/- each fully paid, carries pari - passu rank with existing equity shares, The holder of convertible warrants shall convert his holding of convertible warrants within 18 month from the date of allotment of such convertible warrants. During the current Financial Year 22,07,500 warrants has been converted into 1:10 number of Equity shares as per details given herein below.
Remaining 28,22,500 fully convertible warrants are convertible in equity share only after the payment of balance receivable on such fully convertible warrants.However post split of equity shares, such warrant holder will receive 10 equity shares of Re. 1/- each fully paid for each warrant.
(iv) Capital Reserve
The Company had allotted 13,70,000 Fully Convertible Warrants at a price of Rs.41 being 25% of issue price of Rs.164/- on January 05, 2021 out of which the allottees had converted their 13,45,000 FCW's into 13,45,000 Equity Shares within the period of 18 Months and 25,000 FCW's were left pending for conversion. Hence, the Company has forfeited the allotment money of Rs.10,25,000 (Rs. Ten lakhs, twenty Five thousands) for 25,000 FCW's and transferred the same on 1st Jan'2023 in the Capital Reserve Account.
(v) retained earnings
It represents unallocated/ un-distributed profit of the company. The amount that can be distributed as dividend by the company as dividends to its equity shareholders is determined based on the separate financial statements of the company and also considering the requirements of the companies Act,2013.
The Company is having power purchse agreement (of 5 MW) with Amplus RJ Solar Private Limited and the company has received Security deposit of Rs.178.00 lacs against 5MW PPP from Amplus RJ Solar Pvt Ltd.
18 INCOME TAXES
Indian companies are subject to Indian income tax on a standalone basis. Each entity is assessed to tax on taxable profits determined for each fiscal year beginning on April 1st and ending on March 31st.
Statutory income taxes are assessed based on book profits prepared under generally accepted accounting principles in India adjusted in accordance with the provisions of the (Indian) Income tax Act, 1961. Such adjustments generally relate to depreciation of fixed assets, disallowances of certain provisions and accruals, deduction for tax holidays, the set-off of tax losses and depreciation carried forward and retirement benefit costs. Statutory income tax is charged at 22% plus a surcharge and education cess.
Working capital loan are secured by
Working capital facilities availed are secured by first pari passu charge on entire present and future current assets of the company. Further, secured by first pari passu charge on Land and Building situated on plot No.10 & 16, Sikandrabad distt. Bulandshahr, under the consortium banking. Exclusive charge on E-6, GIDC, Sanand, Ahmedabad with one bank. Additionaly second pari passu on present and future moveable fixed assets of the company. These credit facitilities are further secured by personel guarantee of promoter-directors of the company.
Quarterly statements of current assets filed by the company with banks or financial institutions are is in agreement with the books of accounts.
(c ) Disclosures under Rule 11(e)(ii) of the Company (Audit & Auditors) Rule, 2014 :
No funds have been received by the Company in current and previous year (other than as disclosed under note 48(e) 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.
(d) Details of benami property held
No proceeding has been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
(e) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or any lender. (f ) Undisclosed Income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income
Tax Act, 1961, that has not been recorded in the books of account.
(g) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(h) Valuation of pp&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(i) registration of charges or satisfaction with registrar of companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(j) Disclosures under rule 11(f) of the company (Audit & Auditors) rule, 2014 - Dividends
The final dividend on shares is recorded as a liability on the date of approval by the shareholders. The Company declares and pays dividends in Indian rupees. Companies are required to pay / distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
During the year ended March 31, 2024, on account of the final dividend for year ended March 31, 2023, the Company has incurred a net cash outflow of Rs.32.68 Lakhs. The Board of Directors in their meeting held on May 11, 2024 recommended a final dividend of Rs.0.025 per equity share for the year ended March 31, 2024. This payment of dividend is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.
36 sEGMENT REpoRTING
In accordanace with the provisions of Ind AS 108 -Operating Segment, the operations of the company falls under manufacturing of Steel Products and which is also considered to be the reportable segment by management.
(a) Gratuity
The gratuity scheme provides for lump sum payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof inexcess of 6 months subject to a limit of Rs. 20.00 Lacs (Previous Year Rs. 20.00 Lacs). Vesting occurs upon completion of 5 years of service.
(b) Defined contribution plans
The Company makes provident fund contributions which are defined contribution plans, for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.57.68 Lacs (Year ended March 31, 2022 Rs.58.52 lacs) for Provident Fund contributions in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on applicable bonds as on the current valuation date.
The estimate of future salary increase considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
h) The Group does not expects to make any contribution to the defined benefit plans during the next financial year.
i) Sensitivity analysis
Significant actuarial assumptions for the detemination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
j Risk Exposures
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
salary escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liabilty.
Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of
the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of Rs. 20,00,000).
Note: The above is a standard list of risk exposures in providing the gratuity benefit. The Company is advised to carefully examine the above list and make suitable amendments (including adding more risks, if relevant) to the same before disclosing the above in its financial statements.
k Defined benefit liability and employer contributions
The weighted average duration of the defined benefit obligation is 11 years.(March31, 2022:11 years)
The expected maturity analysis of undiscounted gratuity is as follows:
38 CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the Company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which were specified in schedule VII of the Companies Act, 2013 :
Consequent to the Companies (Corporate Social Responsibility Policy) Amended Rules, 2021 (the rules), the Company has subsequent to balance sheet date has deposited amount of Rs.Nil (March 31, 2022 : Rs.Nil) to a separate bank account because all the amount spend during the period.
Based on legal opinion, the company is of the view that the past unspent obligation till March 31,2024 not carried forward will be treated as lapsed and accordingly does not be spent/ transferred to a separate bank account.
39 FINANCIAL INSTRUMENTS
a) Capital Risk Management
The company's capital requirements are mainly to fund its expansion, working capital and strategic acquisition. The principal source of funding of the company has been, and is expected to continue to be, cash generated from its operations supplemented by short term borrowings from bank . The company is not subject to any externaly imposed capital requirements.
Ther company regularly consider other financing and refinancing opportunities to diversify its debt profile, reduce interest cost and closely monitors its judicious allocation amongst competing expansion projects and strategic acquisition, to capture market opportunities at minimum risk.
The company monitors its capital gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowing less cash and cash equivalents, bank balances other cash and cash equivalents.
i) Equity includes all capital and reserves of the Company that are managed as capital.
ii) Debt is defined as long and short term borrowings (excluding financial guarantee contracts), as described in Note 15 and 19.
b) Financial risk management objectives
The Company's activities expose it to market risk including foreign currency risk, interest rate risk, liquidity risk and credit risk. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk : The Company's risk management is carried out by a treasury department under policies approved by the managment. Treasury department identifies, evaluates and hedges financial risks in close co-operation with the Company's operating units. The board and managment provides principles for overall risk management, as well as policies covering specific areas, such as hedging of foreign currency transactions foreign exchange risk.
The Company has an Audit Committee established by its Board of Directors for the Risk Management Framework and developing and monitoring the Company's risk management policy. The risk management policies are established to ensure timely identification and evaluation of risks, setting acceptable risk thresholds, identifying and mapping controls against these risks. The Company's activities to provide reliable information to the Management and the Board to evaluate the adequacy of the risk management framework in relation to the risk faced by the Company.
The risk management policies aims to mitigate the following risks arising from the financial instruments:
a) Market risk
(i) Foreign currency risk
(ii) Interest rate Risk
b) Credit risk; and
c) Liquidity risk
a) Market risk
Market risk is the risk of any loss in upcomimg earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as result of changes in interest rates, commodity prices foreign currency exchange rates, liquidity and other market changes. Future based market movements can not be normally forecasted with accuracy.
(i) Foreign currency risk
The Company's functional currency is Indian Rupees (INR). The Company undertakes no transactions denominated in the foreign currencies; consequently, exposure to exchange rate fluctuations are not arises. The Company is not exposed to any exchange rate risk under its trade and debt portfolio.
ii) interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company is in rupees with a mix of fixed and floating rates of interest. The Company has exposure to interest rate risk, arising principally on changes in lending rates. The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term borrowings. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts and further by keeping a close eye view on the market variables and time to time negotiations with the Bankers for reduction of rate of interest.
b) Credit risk management:
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks.
Company's credit risk arises principally from the trade receivables and advances.
Company's trade receivables are generally categories into following categories:
1. Export customers
2. Institutional customers
3. Dealers
In case of export sales, in order to mitigate credit risk, generally sales are made on advance payment terms. Where export sales are not made on advance payment terms, the same are secured through letter of credit or bank guarantee, etc.
In case of sale to institutional customers, in order to mitigate credit risk, majority of the sales are secured by letter of credit, bank guarantee, post dated cheques, etc. however , certain credit period is allowed to some reputed institution in contry like Reliance, L&T, NTPC, BHEL etc.
In case of sale to dealers certain credit period is allowed with vintage of 3-5 years atleast. In order to mitigate credit risk, majority of the sales made to dealers are secured by way of post dated cheques (PDC), conducting reference check also within the market.
Further, Company has an ongoing credit evaluation process in respect of customers who are allowed credit period.Customer credit risk is managed centrally by the company and subject to established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on financial position, past performance, business/ economic conditions, market reputation,vintage, expected business etc. Based on that credit limit & credit terms are decided. Outstanding customer receivables are regularly monitored.
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due.
c) Liquidity risk management
Liquidity risk refers to the risk of financial distress extra ordinary high financing costs arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and requiring financing. The Company requires funds both for working capital needs as well as for capex purposes. The Company generates sufficient cashflow for operations, which together with the available cash and cash equivalents and short term borrowings provide liquidity. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continues monitoring of actual cash flows, and by matching the maturity profiles of financial assests and liabilities.
The Company has a liquidity risk management framework for managing its short term, medium term and long term sources of funding vis-a-vis short term and long term utilization requirement. This is monitored through a rolling forecast showing the expected net cash flow, likely availability of cash and cash equivalents, and available undrawn borrowing facilities.
(ii) Maturities of financial liabilities
The table below analyses the Company's all non-derivative financial liabilities into relevant maturity based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.
d) Commodity price risk:
The Company's revenue is exposed to the market risk of price fluctuations related to the sale of its products. Market forces generally determine prices for the steel products sold by the company. These prices may be affected by supply and demand, production costs (including the cost of raw material inputs) global ,regional economic conditions, growth and so on. Adverse changes in any of these factors may reduce the revenue that the Company earns from the sale of its products.
The Company purchases the steel and other building products in the open market from third parties in prevailing market price. The Company is therefore subject to fluctuations in the prices of HR Coils, Zinc etc.
The Company sells the products at prevailing market prices. Similarly the Company procures the products based on prevailing market rates as the selling prices of steel products and the prices of inputs moves in the same direction.
40 OPERATING LEASE a) As Lessor:
The company has entered into leasing arrangements for renting of a building admesuring approximately 1262 Square meter at the rate of Rs. 870/- per SM monthly For the period of 12 months, which is renewable.
b) As Leassee:
Various building have been taken on operating lease with lease term for 11 months for office primises, storage space & employee residence which are renewable on a periodic basis by mutual consent of both parties. All the operating lease are cancelable by either parties for any reason by giving a prior notice. There is no restriction imposed by lease aggrements, such as those concerning dividens, additional debts.
In respect of above parties there is no provision for doubtful debt as on March 31st, 2024 and no amount is written off or written back during the year in respect of debt/loans and advances due from/to them.
Credit facilities of the company is further is collaterally secured by the personal gaurantee of the Promoter Directors as declared in note 15 & 19
42 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
a) contingent liabilities (for pending litigations)
|
|
('in Lakhs)
|
particulars
|
As at
31 March 2024
|
As at
31 March 2023
|
Corporate Guarantee given for Subsidiaries
|
Disputed UP Valud Added Tax Demand
|
43.27
|
43.27
|
Performance Bank Guarantee
|
1,457.68
|
717.87
|
Total
|
1,500.95
|
761.14
|
Note :
The Company has issued Financial bank guarantee for procurement of raw material against which liability has been expected under trade payables.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially effect on its financial statements.
b) Commitments
1) The Company has other commitments, for purchase orders which are issued after considering requirements per operating cycle for purchase of services, employee's benefits. The Company does not have any other long term commitments or material non-cancellable contractual commitments /contracts, including derivative contracts for which there were any material foreseeable losses.
43 EVENTS AFTER THE REPORTING PERIOD
Nil
44 The figures for the corresponding previous year have been regrouped / reclassified wherever necessary, to make them comparable
45 approval of financial statements
The Financial Statements were approved for issue by the Board of Directors on May 11, 2024.
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