a) The company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each Holder of equity share is entitled to 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 in proportion to the number of equity shares held by the share holders.
b) There was no share allotment made for consideration other than cash. No bonus shares have been issued and no share have been bought back during last five years immediately preceding to March 31,2023.
Description of the nature and purpose of each reserve within equity is as follows :
(a) General Reserve:
The Company had transferred a portion of the net profit of the Company before declaring dividend to the general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve before declaration of dividend is not required under the Companies Act, 201 3.
(b) Ca p ita I Reserve:
Capital reserve is pursuantto amalgamation of Adyashakti Realtors Limited withthe Company.
(c) Retained Earnings:
Retained Earnings are profits that the Company has earned till date less transfer to General Reserve, dividend or other distribution ortransaction with shareholders.
* Terms & conditions of Debentures Issued
1% Optionally Convertible Debenture
1 - OCDs shall have a face value of Rs. 1000/-each.
2- These OCDs shall be unsecured and their holders shall not be entitled to have any claim on any assets of the Company.
3- Rate of Interest 1% p.a. payable on 31st March every year from the dated of their respective conversions till redemption of the debentures, if not converted. Such Interest shall be paid on annual/prorata basis. No. interest shall accrue and be payable If Debentures are converted into shares. In case the Debenture holder opts notto convertthe Debentures into shares onlythen simple interest@1 % p.a. shall accrue and be paid at the time of redemption for entire period from the date of conversion.
4- The conversion of Debentures into shares may take place between the end of 3rd year and before the end of 5th year from the date of Debenture conversion at the option of Debenture holders.
5- Conversion of the Debentures into shares shall be at the fair value to be fixed by a Registered valuer.
6- The Debentures can be redeemed after the expiry of 3rd year and before the end of 5th year from the date of conversion of Debentures at the option of the Debenture holders. If the Debenture holders do not exercise the aforesaid option, then company will redeem the Debentures on the expiry of 5th year from the date of their con version.
7- These terms may be mutually changed with the consents of the parties.
8- The said Debentures are restricted for sale or transfer without the written consent of the Company. However the same can be transferred to another Company su bject to the provisions of the Companies Act, 201 3 and Memorandum & Articles of Association of the Company.
9- The Debentures to be so converted shall be in physical form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
I 0- Thatthe Debenturesshall be unsecured.
II - That no fractional shares shall be issued by the Company on Conversion, if opted.
6% Optionally Convertible Debenture
1 - That the OCDs to be so allotted shall be in physical form and shall be subject to the provisions of Memorandum and Article of Association of the Company;
2- Thatthe OCDsshall be unsecured;
3- Thatthe proposed OCDs of Rs. 1 000/-each is for cash and entire amount is payable on or before the allotment.
4- Thatthe OCDsshall be converted in to the equityshares atthe option ofthe OCDs holder aftera period of 3 years but before the end of the 5th year from the date of allotment or shall be redeemed at par within 60 days of the end of the 5th year and no premium shall be payable on redemption of OCDs however redemption amountshallnotbe less than the face value ofthe OCDs;
5- That no fractional shares shall be issued by the Company on conversion, if opted;
6- Thatthe said OCDs are restricted for sale or transfer without the written consent of the company however the same can be transfer red to another company subject to the provisions of the companies Act, 201 3 and Memorandum and Articles of Association of the Company;
7- No interest shall accrue and be payable if debentures are converted into shares. In case the debenture holder opts not to convert the debentures into shares only then simple interest @6% per annum shall accrue and be paid at the time of redemption, for entire period from the date of issue/allotment.
8- Thatthe OCDs by themselves do not give to the holders thereof any right or share holders ofthe Company;
9- Thatthe converted shares of OCDs holders shall also be entitled to any future bonus, right issue of equity shares or other securities convertible into equityshares bytheCompanyinthesameproportionandmannerasany other shareholders ofthe Company for the time being.
I 0- That the converted shares shall rank pari-pasu with the then existing equity shares of the Company in all respects including as to
dividend except the dividend for the year shall be prorata from the date of conversion.
II - Each OCD shall atthe option of the OCD holders at anytime after 3rd year from the date of allotment but before the expiry ofthe 5th
year from the date of allotment, be converted into such number of equity shares of Rs. 1 0/- each atthe higher of the:
(a) Value as determined by the valuerasperthe applicable laws on the date of conversion;
(b) Rs. 1 0/- each (being the face value of the equityshares)
Or
Shall be redeemed atthe end of 5th year with 60 days from the expiration of 5 years after the allotment, if the holder does not exercise the conversion option however interest shall be paid till the date of redemption.
HDFCLoan
1 - Nature of Loan is Loan against Rent Receivables
2- LoanTenure is 1 80 months
3- Rate of Interest isfloating interest rate linked to 3MT Bill
4- Re payment of loan will be in Equated Monthly Installment (EM I) as per re payment schedule provided by the lender
5- Initial disbursement of loan was Rs.4700 lacs
6- Loan is secured through assignment of receivables arising from premises and such other security on the premises as acceptable to bank.
Capital Management
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to maximise shareholder's value. In order to maintain or achieve a capital structure that maximises the shareholder value, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans. As at 31 March 2023, the Company has only one class of equity shares and has no debts. Hence, there were no externally imposed capital requirements.
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend paymentto shareholders, return capitalto shareholders orissue newshares
In absence of any external borrowings, the Company was not required to adhered to externally imposed conditions relating to capital requirements and hence there is no question of any delay or default during the period covered under these financial statements with respect to payment of principal and interest.Lenders are group companies and they have not raised any matter thatmay leadto breach of covenants stipulated inthe underlying documents.
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings less cash and cash equivalents.
Financial Instruments
Methods and assumptions used to estimate the fair values
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a currenttransaction between willing parties, otherthan in a forced or liquidation sale.
Thefollowing methodsand assumptions were usedto estimatethefairvalues:
In respect of investments in listed equity instruments and mutual fund, the fair values represents available quoted market price or net realisable value atthe Balance Sheet date.
The carrying amounts of receivables and payables which a re short term in nature such as trade receivables, other bank balances, deposits, trade payables and cash and cash equivalents are considered to be the same as their fair values. Further, management also assessed the carrying amount of certain non-current loans which are a reasonable approximation of their fair values and the difference between the carrying amounts and fair values is not expected to be significant.
The fair values for long term loans, long term security deposits given and remaining non current financial assets were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
The fair values of long term security deposits taken, non-current borrowings and remaining non current financial liabilities are based on discounted cashflows using a current borrowing rate.They are classified as level 3fairvalues inthefairvalue hierarchy due to the use of unobservable inputs.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Categories offinancial instruments
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Note:40
Financial Risk Management
The Company's financial risk management is an integral part of howto plan and execute its business strategies. The Company's financial risk management policy is set by the Managing Board.The details of different types of risk and management policyto addressthese risks are listed below:
The Company's activities are exposed to various risks viz. Credit risk, Liquidity risk and Market risk. In order to minimise any adverse effects on the financial performance of the Company, it uses various instruments and follows policies set up by the Board of Di rectors / Management,
a. Credit Risk:
Credit risk arises from the possibility that counter party will cause financial loss to the Company by failing to discharge its obligation asagreed.
Credit risks from balances with banks are managed in accordance with the Company policy. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks having high credit-ratings assigned by credit-rating agencies.
Based on the industry practices and business environment in which the Company operates, management considers that the trade receivables a re in default if the payment are more than 2 years past due.
Trade receivables primarily consists of Outstanding against exports sales and sales to certain domestic customers with no significant concentration of credit risk.The outstanding trade receivables are regularly monitored and appropriate action is takenforcollection of overdue receivables.
b. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company liquidity risk management policies include to, at all times ensure sufficient liquidity to meet its liabilities when they are due, by maintaining adequate sources of financing from both domestic and international banks at an optimised cost. In addition, processes and policies related to such risks are overseen by senior management. The Company's senior management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cashflows.
Maturity of Financial Liabilities
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments
Financing arrangements
The Company has sufficient sanctioned line of credit from its bankers / financers; commensurate to its business requirements. The Company reviews its line of credit available with bankers and lenders from time to time to ensure that at all point of time there is sufficient availability of line of credit to handle peak business cycle.
The Company pays special attention to the net operating working capital invested in the business. In this regard, as in previous years, considerable work has been performed to control and reduce collection periods for trade and other receivables, as well as to optimise accounts payable with the support of banking arrangements to mobilise funds and minimise inventories,
c. Market Risk
Market risk is the risk that the fair value orfuture cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed in the ordinary course of business to risks related to changes in foreign currency exchange rate and interest rate.
(i) MarketRisk-ForeignExchange
Foreign exchange risk arises on all recognised monetary assets and liabilities which are denominated in a currency other than the functional currency of the Company. The Company has foreign currency trade payables and receivables. However, foreign exchange exposure mainly arises from trade receivable and trade payables denominated in foreign currencies.
Foreign currency risk is that risk in which the fair value orfuture cashflows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates internationally and a portion of its business is transacted in several currencies and therefore the Company is exposed to foreign exchange risk through its overseas sales and purchases in various foreign currencies. The Company hedges the receivables as well as payables by forming view after discussion with Forex Consultant and as per polices set by Management.
The Company does not enter into or trade financial instrument including derivative for speculative purpose
(B) Other Statutory Information
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the
Companyfor holding any Benami property,
(ii) The Company do not have any transactions with companies struck off.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe company(Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf ofthe Ultimate Beneficiaries
(vi) The Company have 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:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security orthe like on behalf ofthe Ultimate Beneficiaries
(vii) The Company have not 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 IncomeTaxAct, 1961).
(viii) The Company has not taken working capital loan from Banks or Financial Institutions.
Note:48
# denotes the amount less than 50000/-Note:49
Figuresforthepreviousyear have been regrouped/reclassified ,whereverconsidered necessary.
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