AThe company holds an investment in 0% Redeemable Preference Shares of dindal India Powertech Limited (3IPL), Based on the valuation report by an IBBI registered valuer as of March 31,2023, the value of these preference shares has been reinstated to their face value. Consequently, the company has carried these shares at amortized costas of March 31, 2023 and March 31,2024. During the financial year 2023-24, a Fair Value Gain on these preference shares has been recognized, amounting to Rs. 2778.81 lakhs (Previous Year 40,250.32 Lakhs) (including exceptional items gain) and fair value has been recognised through Profit and loss account (FVTPL).
# Pursuant to the further issue of equity shares by Material Subsidiary (dindal India Powertech Limited) of the company to third party resulted in dilution of the company shareholding in its material subsidiary to less than fifty percent (50%)i,e, from 51.22% to 49.93%, thereby resulting cessation of control of the company over material subsidiary. Accordingly, (dindal India Powertech Limited) has ceased to be subsidiary of the company w.e.f. 23 March 2023. As at 31.03.2023 based on the valuation report of equity shares of dindal India Powertech Limited (dIPL) obtained from IBBI registered valuer, the valuation of shares has been reinstated to cost being investmentin equity shares of the subsidiary/ associate. Accordingly, during the financial year 2022-23, the company reinstated these investments at cost and had booked gain of Rs. 15770.35 Lakh through FVTOCI,
*The erstwhile wholly owned subsidiary of the Company i.e, dindal Poly Films Investment Limited has been merged with dindal Photo Investments Limited due to effectiveness of the scheme of amalgamation approved by Plon'ble Pligh Court, New Delhi dated 20th December, 2016. Pursuantto which shares of dindal Poly Films Investment Limited has been cancelled and in consideration whereof 409,860 equity shares of dindal Photo Investments Limited has been allotted on 15th dune,2017.
Further pursuantto the scheme of Amalgamation amongstdindal Photo Investments Limited (dPIL) and Others with and into Concatenate Advest Advisory Private Limited (CAAPL) w.e.f 01.04.2021 (appointed date), the equity sharesholders ofdPIL has been allotted 1% Non Cumulative Reedemable Preference Shares (1% NCRPS) of face value Rs. 1000 each of CAAPLin lieu of their equity share holding indPIL. The company has proportinately recognised the 3,62,134 number of 1% NCPRS of CAAPLin lieu of 4,09,860 equityshares held in d PIL. Accordingly the equity shares ofdPIL has been derecognised from theinvestmentand 1% NCPRS of CAAPL has been Recognised atcoston the date of allotment date. The company have instated the same at the amortised cost on the reporting date and fair value has been recognised through Profit and loss account (FVTPL). These 1% NCRPS to be redeemed within 10 Years from the date of allotment alongwith redemption premium @ 3% per annum and dividend @1% per annum on non cumulative basis
Pursuantto scheme of Arrangement between Concatenate Advest Advisory Private Limited (Demerged Company) and Concatenate Flexi Films Advest Private Limited (Resulting Company No.-l), Concatenate Imaging Advest Private Limited (Resulting Company No,-2), Concatenate Metals Advest Private Limited (Resulting Company No.-3) and Concatenate Power Advest Private Limited (Resulting Company No.4) as sanctioned by order of Plon'ble National Company LawTribunal, Kolkata dated 22nd September, 2023, 1% NCRPS of the demerged company being held by the company gets cancelled and fresh shares of 1% NCRPS of Rs. 1000/- each has been allotted by demerged company and resulting companies (No, 1 to No. 4) in terms of the scheme of arrangement. All the 1% NCRPS has been issued on the original terms basis i.e. 1% dividend on Non cummulative basis, and 3% p.a. premium on redemption within 7-10 years from the date of original allotment. The company has measured these investment in 1% NCRPS at amortised cost.
The Company has investmentin Unlisted EquityShares, 0% Redeemable Preferenace Shares and 1% Non-curnulative Redeemable preferance Shares in group companies. Considering the Improvementin the Financial performance and positive networth of RPSand NCRPS issuer, the valuation of the same is not required for the impairment testing.
Terms/rights attached to Equity Shares
Each holder of equity shares is entitles to one vote per share. In the event of liquidation of the company, the holders of equity shares w'll be entitled to receive remaining assets of the company, after distribution of all the preferential
amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders. There is no restriction on distribution of dividend. However, same except interim div'dend is subject to the approval of the shareholders in the Annual general Meeting.
21 DISCLOSURE UNDER REGULATION 34(3) OF "SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015"
Loans and advances outstanding at the year end and maximum amount outstanding during the year, as required to be disclosed under Schedule V and Regulation 34(3) of "Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015" are Nil.
Further there was no transaction with any person or belonging to promoter/promoters Group which holds 10% or more shareholding in the Company.
23 Contingent liabilities and commitments
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Particulars
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As at 31.03.2024
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As at 31.03.2023
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Contingent liabilities
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Income Tax Demand
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0.42
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-
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Commitments
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-
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-
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24 As per Ind AS - 108, information reported to the chief operating decision maker, which is the Board of the Company, for the purpose of resource allocation and assessment of segment performance is founded its only reportable business segment of holding investments and investing of its surplus fund in the share capital of other company and mutual fund which are governed by the same set of risk and returns. Hence, the Company does not qualify for separate segment reporting.
25 The company has investment in 0% Redeemable Preference Shares of Jindal India Powertech Limited (JIPL) "erstwhile subsidiary/ now assoicate" company. On the basis of the valuation as on 31.03.2023 report by IBBI registered valuer, the value of these preference shares has been reinstated to face value and carried at amortised cost as at 31.03.2023. Hence the FV Gain on these preference shares amounting to Rs. 40250.32 Lakhs (included in exceptional items gain) has been booked during the financial year 2022-23 as FVTPL. During the financial year 2023-24, FV Gain of Rs. 2778.81 lakhs has been booked though profit & loss account.
26 The company elected to exercise the option permitted under section 115BAA of the Income Tax Act 1961 as introduced by the Taxation Laws (Amendment) Ordinance 2019 from Financial Year 2021-2022.
27 In the earlier years Jindal Poly Films Limited has given Rs.2,290.00 lakhs to Jindal Photo Limited towards purchase of shares. Pursuant to scheme of demerger approved by Hon'ble Allahabad High Court vide its order dated May 16, 2013 this outstanding has been transferred to the Company as a part of demerged undertaking. Company has continuously taken steps to square off/recover the same by from Jindal Photo Limited and the outstanding as on date is Rs.1,940.00 lakhs The Company has made the impairment of the same as per Ind AS 36 during the financial Year 2018-19 and accordingly the impairment loss of Rs.1,940.00 lakhs was shown under exceptional item in financial Year 2018-19
28 CORE INVESTMENT COMPANY
The Company is a core Investment Company Holding more than 90% of its assets in investments in shares or debt in group Companies. In view of the interpretation of the extent regulatory framework applicable to core investment companies, certificate of Registration under sub section (2) section 45-IA of the Reserve Bank of India Act, 1934 is not required to be obtained from Reserve Bank of India as Company has not raised any public funds.
29 CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to spend any amount on CSR activities in the current financial year. However, amount need to be spent on CSR for preceeding financial years from 2014-15 to 2016-17 was Rs. 45.06 Lakhs. Due to continuous losses, the company have been unable to spent prescribed amount on CSR. Amount spent by the company during the year is Nil.
The principal assumptions are the discount rate and salary growth rate. The discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
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 equity securities.
There are no transfers between level 1 and level 2 during the year.
(b) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:- the use of quoted market prices or dealer quotes for similar instruments- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2 or level 3, where the fair values have been determined based on present values and the discount rates used were adjusted for counter party or own credit risk.
(c) Fair value estimation
Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS 107 "Financial Instruments: Disclosure". Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between knowledgeable willing parties in an arm's length transaction, other than in forced or liquidation sale. As no readily available market exists for a large part of the Company's financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts the Company could realize in a market exchange from the sale of its full holdings of a particular instrument.
The following summarizes the major methods and assumptions used in estimating the fair values of financial instruments.
Trade and other receivables / payables
Receivables / payables typically have a remaining life of less than one year and receivables are adjusted for impairment losses. Therefore, the carrying amounts for these assets and liabilities are deemed to approximate their fair values, as the allowance for estimated irrecoverable amounts is considered a reasonable estimate of the discount required to reflect the impact of credit risk.
Other long term receivables
These receivables are regularly reviewed and adjusted for impairment losses. Therefore, management considers the carrying amount of these receivables to approximate fair value.
(d) Valuation process
The accounts and Finance Department of the company includes a team that performed the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the audit committee (AC). Discussions of the valuation process and the result are held between the CFO, AC and the valuation team atleast once in year in line with the company's periodical reporting. The main level 3 inputs of the unlisted equity securities, contingent considerations and indemnification assets used by the Company are derived and evaluated as follows:
1. Discount rates are determined using a capital a surprising model to calculate a pre tax rate that reflects current market assessments of the time value of the money and risk specific to the assets.
2. Risk adjustments specific to the counterparties (including assumption about credit default rates) are derived from credit risk grading determined by the Company's internal credit risk management group.
3. Earnings growth factor for unlisted equity securities are estimated based on the market information for similar type of companies.
Changes in level 2 and 3 fair values are analyzed at the end of each reporting period during the quarterly valuation discussion between the CFO, AC and valuation team. As part of this discussion the team present a report that explains the reason for the fair value movements.
33 Financial risk management
(a) Risk management framework
The risk management policies of the Company are established to identify and analyse the risk faced by Company to set appropriate risk limit and controls to monitor risk and adherence to limits. Risk management policies and systems are rev'ewed regularly to reflect the changes in market conditions and the Company activities. The management has overall responsibility for the establishment and oversight of the Company risk management framework. In performing its operating, investing and financing activities, the Company is exposed to credit risk, liquidity risk and market risk.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in financial instruments.
The carrying amount of financial assets represents the maximum credit exposure. The Company monitor credit risk very closely both in domestic and export market. The Management impact analysis shows credit risk and impact assessment as low.
Trade and other receivables
"Credit risk is the risk thata customermaydefault ornotmeetits obligations tothe companyon a timelybasis, leading tofinanciallosses bythe Company. Creditevaluations areperformed on allreceivables requiring credit. TheCompany revews foranyrequired allowance forimpairmentthatrepresents its expected creditlossesin respectofreceivables. Investments are rev'ewed for any fair valuation loss on periodically basis and necessary provsion/fair valuation adjustments has been made based on the valuation carried by the management to the extent available sources, the management does not expect any investment counterparty to fail to meet its obligations."
(c) 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 fallen due. The Company's liquidity position is carefully monitored and managed. The Company has in place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its payment obligations.
The following table provdes details of the remaining contractual maturity of the Company's financial Liabilities. It has been drawn up based on the undiscounted cash flows and the earliest date on which the Company can be required to pay. The table includes only principal cash flows.
(d) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market prices mainly comprise three types of risk: currency rate risk, interest
rate risk and other price risks. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. 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. This is based on the financial assets and financial liabilities held as at March 31, 2024 and March 31, 2023. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. However, the Company has no such items regarding cuurency risk or interest rate risk.
34 ADDITIONAL REGULATORY INFORMATION
I The company does not have any Immovable property.
II The company does not have any investment property.
III During the year the company has not revalued its property, plant and Equipment.
IV The company does not have any intangible assets.
V During the year the company has not granted any Loan or advance in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person that are:
a. repayable on demand : or
b. without specifying any terms or period of repayment,
VI The company does not have Intangible assets under development (CWIP).
VII 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 rules made thereunder.
VIII The company does not have any borrowings from banks or financial institutions.
IX The company is not declared wilful defaulter by any bank or financial institution or other lender.
X The company has not entered into any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
XI No charges or satisfaction yet to be registered with ROC beyond the statutory period.
XII 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) rule 2017.
XIII During the year any Scheme of Arrangements has not been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
XIV Utilisation of Borrowed funds and share premium:-:-
A) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall
(B) The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall
(i) 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)
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
XV The company does not have any transaction 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 1961.
XVI The company has not traded or invested in Crypto Currency or Virtual currency during the year.
XVII Financial Ratios:-
1) Capital to risk-weighted assets ratio (CRAR)
2) Tier I CRAR
3) Tier II CRAR
4) Liquidity Coverage Ratio
The Company is "Unregistered CIC" as per the Core Investment Companies (Reserve Bank) Directions, 2016, the above ratios are not applicable to the Company.
35 The Company has used accounting software's for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. As proviso to Rule 3(1) of the companies (Accounts) Rules,2014 is applicable from April 1,2023, reporting under Rule 11(g) of companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.
36 There is no amount required to be transferred to Investor education and protection fund.
37 Figures have been rounded off to nearest lakhs and figures have been regrouped / rearranged where ever required, to make them comparable.
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