v Disclosure of Shareholding of Promoter/Promoter group CompanyDisclosure of Shareholding of Promoter/Promoter group company as at 31-03-2024 is as follows:
The promoter shareholding of the company post the composite Scheme of Amalgamation and Arrangement by and among various companies as Transferor Companies , Transferee / Demerging Companies, Resulting Companies including the Company as Resulting Company 1 and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Act, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Scheme"), which was approved by the Hon'ble National Company Law Tribunal (NCLT) vide its order dated 1st August, 2022 which came into effect from August 3, 2022 is as below:
vi Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having par value of R 2 per share. Each holder of equity shares is entitled to receive dividends as declared from time to time and one vote per share.
In the event of liquidation of the Company, the holders of equity shares 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.
vii There are no shares allotted as fully paid-up by way of bonus shares or allotted as fully paid-up pursuant to contract without payment being received in cash, or bought back during the period of five years immediately preceding the reporting date.
The description of the nature and purpose of each reserve within equity is as follows:
a) Securities premium
The amount received in excess of face value of the equity shares is recognised in Securities Premium. The reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.
b) Capital Reserve
This represents the balance credited on demerger of infrastructure business from erstwhile holding company Yaari Digital Integrated Services Ltd as per the approval of composite scheme of arrangement by Hon'ble NCLT w.e.f 01 August 2022. The appointed date of the scheme is 01 April 2019.
c) Retained earnings
Retained earnings are created from the profit/loss of the Company, as adjusted for distributions to owners, dividend distribution and transfers to other reserves etc.
(ii) Miscellaneous expenses includes software charges, office expenses, printing and stationery, bank charges etc. and does not include any item of expenditure with a value of more than 1% of the revenue from operations or R 10,00,000, whichever is higher.
Note - 29Exceptional Items
Exceptional item for the previous year ended 31 March 2023 includes impairment provision of:
(i) Rs. 366.00 crores relating to wholly owned subsidiaries namely Airmid Aviation Services Limited and Indiabulls Pharmacare Limited towards the loans given and investments made based on the overall assessment of recoverable value on the basis of values determined by the independent external valuers using cash flows projections of respective businesses/new businesses. (Refer Note: 6 & 7)
(ii) Revaluation of Rs. 9.06 crores towards diminution in the value of Plant & Machinery in property, plant and equipment of the Company ( Refer Note:4)
Commitments and contingencies
Contingent liabilities (to the extent not provided for)
a) Bank guarantees: Performance Bank guarantees of R 0.92 crore (31 March 2023: R 1.18 crore) secured by fixed deposits.
b) Claims (excluding interest) against the Company not acknowledged as debts: R 20.58 crore (31 March 2023: R 24.67 crore).
c) There are no contingent liabilities in respect of income-tax demands for which appeals have been filed as at 31 March 2024 and 31 March 2023.
d) The above legal claims against the Company are in the ordinary course of business. Management has evaluated the same and depending upon the facts and after due evaluation of legal aspects of each case, no amount has been provided in respect of the claims made against the Company under these cases. Company does not expect any liability and these litigations /lawsuits and claims may, individually or in aggregate, will not have any material adverse effect on the financial position of the Company.
Lease related disclosures as per Ind AS 116
The Company has leases for office spaces, warehouses and machine yards. With the exception of short-term leases and some of the leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. 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. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.
Employee benefits -retiral
Employee Benefits - Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per Ind AS 19 - Employee Benefits: (A) Post retirement defined contribution plan
Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory funds which cover all eligible employees under applicable Acts. Both the employees and the Company make predetermined contributions to the Provident Fund and ESIC. The contributions are normally based on a certain proportion of the employee's salary.
(B) Post retirement defined benefit obligation
The Company has the following defined benefit plans:
- Gratuity (unfunded)
- Compensated absences (unfunded)
Provision for unfunded Gratuity and Compensated Absences for all employees is based upon actuarial valuations carried
out at the end of every financial year. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Pursuant to the issuance of the Indian Accounting Standard (Ind AS) 19 on 'Employee Benefits', obligation are actuarially determined using the 'Projected Unit Credit' Method. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss.
vi) New Code on Social Security, 2020
Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on 29 September 2020, which could impact the contributions of the Company towards certain employment benefits. Effective date from which changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of change will be assessed and accounted for in the period of notification of relevant provisions.
Note - 36Segment Reporting A) General information
For management purposes, the Company is organised into business units based on the nature of the products and services and their differing risks and returns. The organisation structure and internal reporting system has two reportable segments, as follows:
i) Equipment renting services, and ii) Management and maintenance services
No operating segments have been aggregated to form the above reportable operating segments.
The Company operates solely in one geographic segment namely "Within India" and hence no separate information for geographic segment wise disclosure is required.
The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.
The Chief Operating Decision Maker ("CODM") monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.
i) Revenue and Expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".
ii) Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on a reasonable basis have been disclosed as "Unallocable".
Share Based Payments
With the approval of the composite scheme of arrangement by the Board of Directors of the Company on 3rd August, 2022 all the ESOP became ineffective. Further, the Board of Directors of erstwhile SORIL Infra Resources Limited had cancelled the ESOPS on 15 July 2022.
Note - 39Financial instruments-accounting classification and fair value measurement A Fair value measurements(i) Valuation principles
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction, in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.
(ii) Valuation governance
The Company's fair value methodology and the governance over its models includes a number of controls and other procedures to ensure appropriate safeguards are in place to ensure its quality and adequacy. All new product, initiatives (including their valuation methodologies) are subject to approvals by various functions of the Company including the risk and finance functions. The responsibility of ongoing measurement resides with the business units.
(iii) Fair value hierarchy :
The Company uses the hierarchy for determining and disclosing the fair value of financial instruments based on the input that is significant to the fair value measurement as a whole, as explained in Note no. 3.2
Investment in equity instruments of subsidiaries are stated at cost or in accordance with IND-AS 109 as per Ind AS 27 'Separate Standalone financial statements'.
* These financial assets are mandatorily measured at fair value.
The management has assessed that the carrying value of financial assets and financial liabilities measured at amortised costs (cash and cash equivalents, other bank balances, trade receivables, other financial assets, borrowings, trade payables and other financial liabilities including lease liabilities) represents the best estimate of fair value largely due to the short term nature of these instruments.
Financial risk management objective and policies
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's risk management policy is set by the Board to achieve robust risk management framework to identify, monitor, mitigate and minimise risks arising from financial instruments. The Company primary focus is to foresee the unpredictability of financial markets and seek to minimise the potential adverse effects on its financial performance. A summary of the risks have been given below:
The Company's principal financial liabilities comprise of borrowings, trade and other financial liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade receivables, investments, cash and cash equivalents, other bank balances and other financial assets that arise directly from its operations.
The Company's activities expose it to market risk, liquidity risk and credit risk.
A Credit risk:
Credit risk is the risk that the 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) including deposits placed with banks and financial institutions and other financial instruments.
Financial assets other than trade receivables
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with it's policy. Surplus funds are parked only within approved investment categories with well defined limits. Investment category is periodically reviewed by the Company's Board of Directors.
Credit risk arising from short-term liquid funds, other balances with banks and other cash equivalents is limited and no collaterals are held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the credit rating agencies. None of the financial instruments of the Company result in material concentration of credit risks
Trade receivables
Customer credit risk is managed as per the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. The requirement for impairment is analysed at each reporting date on an individual basis for major customers. The management is also monitoring the receivables levels by having frequent interactions with responsible persons for highlighting potential instances where receivables might become overdue.
Trade receivables consist of a large number of customers spread across India with no significant concentration of credit risk. Ongoing credit evaluation is performed on the financial condition of accounts receivable. Therefore, the Company does not expect any material risk on account of non-performance by any of its counterparties.
Expected credit loss for trade receivables under simplified approach
As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.
B Liquidity risk
The Company manages liquidity risk by maintaining sufficient cash and investment in mutual funds and loan given to fellow subsidiaries. Management regularly monitors the position of cash and cash equivalents vis-a-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity position.
C Market risk
Market risk is the risk of loss of future earnings, fair values or 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 a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments.
(i) 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 prevailing market interest rates. Equipment loans are on fixed rate basis and hence not subject to interest rate risk. The cash credit facility is on floating rate basis.
(ii) Equity price risk:
The Company is not exposed to equity price risk arising from Equity Investments (other than Subsidiary, carried at cost).
(iii) Foreign exchange risk:
Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the capital expenditure and spares parts.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.
The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies and standard operating procedures. It uses derivative instruments like forwards to hedge exposure to foreign currency risk.
Note - 41Capital management
The Company's objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital. For the purposes of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.
The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non-current earmarked balances) and current investments.
The table below summarises the capital, net debt and net debt to equity ratio of the Company.
Financial performance related to discontinued operations
During the last financial year 2022-23, the Company has discontinued its business operation of LED Lighting. Consequently, LED Lighting's operations have been recognised as discontinued operations and related comparatives have been restated in accordance with the requirement of Ind AS-105.
Details with respect to the Benami properties & Undisclosed Income
No proceedings have been initiated or pending against the entity under the Benami Transactions (Prohibitions) Act, 1988 for year ended 31 March 2024 and 31 March 2023. Further, there is no such income which has not been disclosed in the books of accounts. No such income is surrendered or disclosed as income during the year ended 31 March 2024 and 31 March 2023 in the tax assessments under Income Tax Act, 1961.
Note-45Audit Trail
As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial year commencing 01 April 2023, every company 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 interpretation and guidance on what level edit log and audit trail needs to be maintained evolved during the year and continues to evolve.
During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not enabled for the accounting softwares used for maintenance of books of account. However, the audit trail (edit log) at the application level for the accounting softwares was operating for all relevant transactions recorded in the softwares. "
Relationship with Struck off Companies:
No transaction has been made with the company struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the year ended 31 March 2024 and 31 March 2023.
Note-51Registration of charges or satisfaction with Registrar of Companies:
Pursuant to the Composite Scheme of Arrangement sanctioned by Hon'ble NCLT Bench, Chandigargh vide Order dated August 01, 2022 all applicable cases in the name of erstwhile company Soril Infra Resources Limited were transferred to Indiabulls Enterprises Limited (resulting company 1) . The shifting of these charges from erstwhile Soril Infra Resources Limited to the name of Indiabulls Enterprises Limited has been requested to the Ministry of Corporate Affairs and the same is in the updation process.
Hence, due to non- updating of charge in the name of Company, these borrowings which have been closed and charge required to satisfy on MCA could not have been closed.
Note-52Compliance with number of layers of companies:
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 and no layers of companies has been established beyond the limit prescribed as per above said section / rules, during the year ended 31 March 2024 and 31 March 2023.
Note-53Business combination implementation details as per Ind AS 103:
a) Hon'ble National company Law Tribunal approved the scheme of arrangement on 3rd August,2022 with the appointed date being 1st April,2019 approved a re-organization plan to be implemented through a composite Scheme of Arrangement, which inter alia, provides for:
At Step 1
The merger of SORIL Infra Resources Limited ('SORIL), its subsidiary and certain other subsidiaries of Yaari Digital Integrated Services Limited ('YDISL') into Yaari Digital Integrated Services Limited;
Albasta Wholesale Services Limited (Transferor Company 1),
Sentia Properties Limited (Transferor Company 2),
Lucina Infrastructure Limited (Transferor Company 3),
Ashva Stud and Agricultural Farms Limited (Transferor Company 4),
Mahabala Infracon Private Limited (Transferor Company 5),
SORIL Infra Resources Limited (Transferor Company 6),
Store One Infra Resources Limited (Transferor Company 7),
At Step 2
The demerger of non-insurance businesses of merged YDISL into Indiabulls Enterprises Ltd, the equity shares of which will be listed on NSE & BSE (IEL); and
At Step 3
The demerger of on-going pharmaceutical business undertaking of Indiabulls Pharmaceuticals Limited (IB Pharma) into Indiabulls Pharmacare Limited, wholly owned subsidiary of IEL.
With the compliance of the above steps IEL financials were restated from the appointed date i.e. 1st April,2019 as a common control business combination using the pooling of interests method of the aforesaid entities.
b) i) The Authorized Share Capital of the Company, stand modified from Rs. 10,00,000, divided into 1,00,000 equity shares of Rs. 10/- each to Rs 70,00,00,000/- divided into 34,00,00,000 equity shares of Rs 2 each and 20,00,000 Preference Shares of Rs 10 each.
(ii) The Company has issued and allotted, an aggregate of 19,83,36,997 fully paid-up equity shares of Rs. 2/- each, to the eligible shareholders of Yaari Digital Integrated Services Limited and Indiabulls Pharmaceuticals Limited. These equity shares were admitted for trading on stock exchanges w.e.f. December 27, 2022.
(iii) The entire pre-allotment equity shares of the Company (i.e. an aggregate of 1,00,000 equity shares of Rs. 10/- each) held by Yaari Digital Integrated Services Limited in dematerialized form under ISIN: INE059901012, stands reduced, cancelled, and extinguished.
(iv) Pursuant to the Scheme, the shareholders of Yaari and SORIL got extra shares of Indiabulls Enterprises Limited, free of any cost, in addition to the equity shares of Yaari. The shares of Indiabulls Enterprises Limited got listed on NSE and BSE and with this, post effectiveness of the Scheme, they have shares of two listed entities.
C) Statement showing the details of net assets acquired on demerger of infrastructure solutions business into Indiabulls
Enterprises Limited from Yaari Digital Integrated Services Limited as on appointed date (01 April 2019).
Other Information
a) These Standalone Financial Results include the corresponding figures of the Company for the year ended 31 March 2023 have been prepared, based on the published audited figures of the Company and the figures of the Company's erstwhile holding companies, fellow subsidiaries and subsidiaries furnished by the management as adjusted for giving effect to Scheme as approved by the NCLT vide order dated July 21, 2022 which came into effect from August 3, 2022..
b) Subsequent the quarter, the Company has leased out on dry basis its certain Property Plant and Equipment to its wholly owned subsidiary company namely Airmid Aviation Services Limited (AASL) on requirement basis in order to establish AASL's business of Equipment Hiring.
c ) There are no dues payable under section 125 of Companies Act, 2013 as at 31 March 2024 and 31 March 2023.
d ) In respect of amounts as mentioned under Section 124 of the Companies Act, 2013, there were no dues required to be credited to the Investor Education and Protection Fund as on 31 March 2024 and 31 March 2023.
e) In the opinion of the Board of Directors, all current assets and long term loans and advances, appearing in the balance sheet as at 31 March 2024 and 31 March 2023 have a value on realization, in the ordinary course of the Company's business, at least equal to the amount at which they are stated in the financial statements. In the opinion of the board of directors, no provision is required to be made against the recoverability of these balances.
f) Figures for the previous year have been regrouped/reclassified wherever necessary to conform to the current year's presentation.
g) Current year and previous year figures have been rounded off to the nearest crore of rupees upto two decimal places. The figure R 0.00 wherever stated represents value less than R 50,000/-.
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