Term / rights to shares Equity shares
45,00,00,000 (Pr.Yr. 45,00,00,000) equity shares of ' 1 (' 1) each with voting rights. The holder of each equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.
The Board declared and paid an interim dividend of ' 2.50 (face value of ' 1/- each) for the year 2023-24 (Pr.Yr. ' 2) (face value of '1/- each).
The Board has recommended a final dividend of 250% (' 2.50/- per share of the face value of ' 1/- each) for the year 2023-24 (Pr.Yr. ' 2/- per share) subject to the approval of the shareholders in Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive residual assets of the Company, after settling the dues of preferential shareholders and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.
As per the records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares as at the balance sheet date.
For the period of five years immediately preceding the date at which the Balance Sheet is prepared:
(i) The Company has not issued any shares without payment being received in cash.
(ii) The Company has not issued any bonus shares.
(iii) The aggregate number of equity shares bought back by the Company is Nil (Pr.Yr. 3,50,14,920 shares of '1/- each, fully paid up).
Term loans were applied for the purpose they were obtained. Further, short-term loans availed have not been utilised for long-term purposes by Company.
Quarterly returns or statements of current assets filed by the Company for the sanctioned borrowings with banks or financial institutions are in agreement with the books of accounts.
36. Contingent Liabilities and Commitments (to the extent not provided for) I. Contingent Liabilities
|
|
(' in Lakhs]
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Particulars
|
31.03.2024
|
31.03.2023
|
(a) Claims against the Company not acknowledged as debts
|
|
|
(i) Income tax matters
|
10
|
10
|
(ii) Goods and service tax matters
|
498
|
460
|
(b) Bank guarantees in favour of parties outstanding
|
|
|
(i) Tamil Nadu Generation and Distribution Corporation [TANGEDCO]
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164
|
164
|
(ii) Tamil Nadu Pollution Control Board
|
5
|
5
|
(iii) Tata Power Trading Company Limited
|
-
|
100
|
(iv) New Tirupur Area Water Development Corporation Limited
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77
|
58
|
(v) Central Government Samarath Scheme
|
2
|
2
|
(c) Letter of Credit Facility in favour of Suppliers
|
|
|
(i) Foreign letter of credit
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2,639
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2,205
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(ii) Inland Letter of Credit
|
118
|
967
|
(d) Discounted sales invoices
|
5,448
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4,182
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(e) Provident Fund:
Pursuant to the Supreme Court judgement dated February 28, 2019 on the inclusion of special allowances for contribution to provident fund, the Company has been legally advised that there are interpretative challenges on the application of the judgement retrospectively. Based on the legal advice and in the absence of the reliable measurement of the provision for earlier periods, the Company has not recorded a provision for the prior years.
Notes:
(i) Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.
(ii) 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 these standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.
II. Commitments
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|
(' in Lakhs)
|
Particulars
|
31.03.2024
|
31.03.2023
|
(a) Capital Commitments
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|
|
(I) Estimated amount of contracts remaining to be executed on capital account and not provided for (Property, plant and equipment: ' 5,318 Lakhs (Pr.Yr. ' 3,127 Lakhs)) and (Intangible assets: Nil (Pr.Yr. ' Nil))
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5,318
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3,127
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(b) Other Commitments
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|
|
(i) The Company has given corporate guarantees to banks/ financial institutions / others on behalf of M/s Jahnvi Motor Private Limited, M/s K.P.R.Sugar Mill Limited and M/s KPR Sugar and Apparels Limited
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1,31,700
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1,77,045
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(ii) Export obligations against the import licenses taken for import of capital goods under the Export Promotion on Capital Goods Scheme and Advance Authorisation scheme for import of raw materials. The duty implication involved is ' 1,522 Lakhs (Pr.Yr. ' 3,769 Lakhs)
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9,131
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22,613
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The recipients utilise the guarantee for availing term loans and working capital facilities from banks/ financial institutions/ others.
Also refer note 5 and 40.
37 Disclosure with respect to Micro, Small and Medium Enterprises Development Act, 2006
Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprises Development Act, 2006” (“MSMED Act, 2006") is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on request made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.
38 Corporate Social Responsibility Expenditure
The gross amount required to be spent by the Company during the year towards Corporate Social Responsibility (CSR) as per the provisions of section 135 of the Companies Act, 2013 amounts to ? 1,577 Lakhs (Pr.Yr. ? 1,291 Lakhs). Amount spent during the year on CSR activities (included in note 33 of the statement of profit and loss) as under:
The amount approved by the Board to be spent during the year towards Corporate Social Responsibility (CSR) as per the provisions of section 135 of the Companies Act, 2013 amounts to ? 1,590 Lakhs (Pr.Yr. ? 6,308 Lakhs).
# For financial assets and liabilities not measured at fair value, the Company has not disclosed the fair values of financial instruments, since their carrying amounts are reasonable approximations of their fair values.
Note: There have been no transfers between Level 1, Level 2 and Level 3 during the current and previous year.
Refer note 2E to the standalone financial statements.
Capital Management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through optimisation of borrowings and equity.
The capital structure of the Company consists of net debt (borrowings as detailed in note 18 and note 22 which is off set by cash and bank balances as defined below) and Total Equity of the Company.
The Company is not subject to any externally imposed capital requirements.
* Debt is defined as non-current borrowings, current borrowings and current maturities of non-current borrowings as described in note 18 and note 22. Cash and Bank balances include cash and cash equivalents and Bank balances other than Cash and cash equivalents as described in note 12 and note 13.
Financial Risk Management
The Company has exposure to the following risks arising from financial instruments:
- Market risk (see A below)
- Credit risk (see B below)
- Liquidity risk (see C below)
Risk Management Framework
The Company’s corporate treasury function provides services to the business, co-ordinates access to domestic and International financial markets, monitors and manages the financial risk relating to the operation of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk), credit risk and liquidity risk.
The use of financial derivatives is governed by the Company’s policies approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivatives financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The Company's Board of Directors oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company's Board of Directors are assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
A. Market Risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of holding of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i) Foreign currency risk
The Company’s sales and purchases activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into plain vanilla forward contracts to manage its exposure to foreign currency risk.
Note: Figures in brackets relates to the previous year.
(b) The year-end unhedged foreign currency exposures are given below
Foreign currency denominated financial assets and liabilities (including firm commitments, if any) which exposes the Company to currency risk are disclosed below. The amounts shown are those reported translated at the closing rate. Unhedged foreign currency risk exposure at the end of the reporting period has been expressed in Indian Rupees.
Sensitivity analysis:
Sensitivity analysis is carried out for floating rate borrowings as at March 31,2024. For every 1% increase in average interest rates, profit before tax would be impacted by loss of approximately ' 287 lakhs (Pr.Yr: '498 Lakhs). Similarly, for every 1% decrease in average interest rates there would be an equal and opposite impact on the profit before tax. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
The Company does not expect any change in interest rates on fixed rate borrowings and accordingly have not presented any sensitivities on such borrowings.
(iii) Price risk
The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these investments. As at 31.03.2024, the investments in mutual funds amounts to '3,204 lakhs (Pr.Yr: '12,716 Lakhs).
As regards Company's investments in unquoted equity instruments, the management contends that such investments do not expose the Company to price risks. In general, these securities are not held for trading purposes.
Sensitivity analysis:
For every 1% increase in price, profit before tax would be impacted by gain of approximately '32 lakhs (Pr.Yr: '127 Lakhs). Similarly, for every 1% decrease in price there would be an equal and opposite impact on the profit before tax.
B. Credit risk management
Credit risk is the risk that the counterparty to a financial instrument will not meet its contractual obligations, leading to a financial loss. Credit risk primarily arises from the Company's trade receivables, loans, investments, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets.
The Company mitigates credit risk by strict receivable management procedures and policies. The Company has a dedicated independent team to review credit and monitor collection of receivables. In addition, the Company mitigates credit risk substantially through availment of credit insurance for both domestic and export buyers.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, the management believes that unimpaired amounts that are past due by more than 90 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at the reporting dates related to customers that have defaulted on their payments to the Company are not expected to be able to pay their outstanding dues, mainly due to economic circumstances.
The concentration of credit risk is limited due to the customer base being large and unrelated. Further, the Company constantly evaluates the quality of trade receivables and provides impairment loss on financial assets (trade receivables) based on expected credit loss model. For movement of loss allowance in trade receivables, refer note 11.
Investments:
Investments of surplus funds are made only with approval of Board of Directors. This primarily include investments in equity instruments of an unlisted entity and mutual funds. The Company does not expect significant credit risks arising from these investments.
Cash and cash equivalents and Bank balances other than Cash and cash equivalents:
The Company held cash and cash equivalents and margin money deposits with credit worthy banks and financial institutions as at the reporting dates which has been measured on the 12-month expected loss basis. The credit worthiness of the banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good with low credit risk.
Other financial assets:
Other financial assets primarily consists of Investment in wholly-owned subsidiary pending allotment, Interest accrued on bank deposits and other deposits, security deposits and term deposit with Non-Banking Financial Companies. The Company does not expect any loss from non-performance by these counter-parties.
C. Liquidity risk management
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
All current financial liabilities are repayable within one year. The contractual maturities of non-current financial liabilities are disclosed in note 18 and note 19.
40.5 Terms and conditions of transactions with related parties
The sales to and purchases from related party are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the period ended are unsecured and interest free and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
40.6 Transfer pricing
The Company has transactions with related parties. For the financial year ended 31.03.2023, the Company has obtained the Accountant’s report from a Chartered Accountant as required by the relevant provisions of the Income-tax Act,1961 and has filed the same with the tax authorities. For the year ended 31.03.2024, the Company maintains documents as prescribed by the Income-tax Act, 1961 to prove that these transactions are at arm's length and believes that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
After obtaining the approval from the Board of Directors on February 07, 2022, the buy-back of 22,36,000 equity Shares of ? 1/- each (representing 0.65% of the total number of paid up equity shares of the Company) from the shareholders of the Company on proportionate basis by way of tender offer route at a price of ? 805/- per share for an aggregate amount of ? 17,999.80 lakhs (9.53% of the paid up capital and free reserves) was initiated in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (‘SEBI Buy-back Regulations’). The extinguishment of equity shares was completed on April 26, 2022.
b. The Company does not have any potential equity shares. Accordingly basic and diluted earnings per share would remain the same.
42 Operating segments
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company's Managing Director (MD) to make decisions about resources to be allocated to the segments and assess their performance.
The Company is engaged in only one business i.e. manufacturing and sale of textiles. The entity’s chief operating decision maker considers the Company as a whole to make decisions about resources to be allocated to the segment and assess its performance. Accordingly, the Company does not have multiple segments and these standalone financial statements are reflective of the information required by the Ind AS 108 for textiles.
42.1 Revenue from sale of products and services by geographic location of customers:
The geographic information analyses the Company's revenue by the Company's country of domicile and other countries. In presenting the geographical information, segment revenue has been determined based on the geographic location of the customers.
The Company's operations are entirely carried out in India and as such all its property, plant and equipment are located in India.
No single customer contributed 10% or more to the Company’s revenue for both the financial years 2023-24 and 2022-23.
43 Operating Lease Disclosure43.1 As Lessee:
The Company has taken factory premises, office spaces, plant and equipment and vehicles on cancellable operating leases. The leases are for varied periods which are classified as short-term leases under Ind AS 116. The Company has incurred ' 1,331 lakhs (Pr.Yr: ' 3,114 Lakhs) for the year ended 31.03.2024 towards expenses relating to short-term leases. The total cash outflow for leases is ' 1,331 lakhs (Pr.Yr: ' 3,114 Lakhs) for the year ended 31.03.2024, including cash outflow of short-term leases. Also refer note 33.
43.2 As lessor:
The Company has given certain non-factory building on cancellable operating leases and has earned rental income of ' 235 lakhs (Pr.Yr: '459 Lakhs) for the year ended 31.03.2024. Since the aforesaid leases are short-term in nature, there are no lease payments receivable after one year as at 31.03.2024. The expected amount of minimum lease payments to be received within one year is ' 235 lakhs (Pr.Yr: ' 459 Lakhs). Also refer note 28.
The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company. The Company's obligation towards Gratuity is a defined benefit plan and the details of actuarial valuation as at the year-end are given below:
Asset-liability matching strategies
The Company has funded the liability with the insurance company. The entire investible assets are managed by the fund managers of the insurance company and the asset values as informed by the insurance company has been taken for valuation purpose. The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rates (in particular, the significant fall in interest rates, which should result in a increase in liability without a corresponding increase in the asset).
Expected contributions to the plan for the next annual reporting period
The expected benefits are based on the same assumptions as are used to measure Company’s defined benefit plan obligations as at 31.03.2024. The Company is expected to contribute '249 lakhs (Pr.Yr: '232 Lakhs) to defined benefit plan obligations funds for the year ending 31.03.2025.
48 Impairment assessment of KPR Exports PLC, Ethiopia and KPR Mill Pte. Ltd, Singapore
During the year ended 31.03.2022, the Company had performed an impairment assessment of investments made (including investments pending allotment), loans given, and trade receivables due from M/s KPR Exports PLC, Ethiopia, triggered due to changes in business environment as a result of ongoing civil unrest in Ethiopia and had recognized a provision for impairment towards carrying value of investments (including investments pending allotment), loans and trade receivables of ' 1,798 lakhs as at 31.03.2022. Such provision had been presented as part of 'Other expenses' in the statement of profit and loss for the year ended 31.03.2022. Also refer note 5,6 and 7 to the standalone financial statements.
Further, during the current year, the Company had performed an impairment assessment of investments made (including investments pending allotment) and loans given due from M/s KPR Mill Pte. Ltd Singapore and had recognized a provision for impairment towards carrying value of investments (including investments pending allotment) and loans of '275 lakhs as at 31.03.2024. The provision had been presented as part of 'Other expenses' in the statement of profit and loss for the year ended 31.03.2024. Also refer note 5,6,7 and 33 to the standalone financial statements.
49 Events after reporting period
The Board of Directors have recommended a final dividend of ' 8,545 lakhs (' 2.50 per share of the face value of ' 1/- each (250%)) for the
year 2023-24 subject to the approval of the shareholders in Annual General Meeting.
50 Other statutory information
a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
b) The Company does not have any transactions with companies struck off.
c) 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.
d) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
e) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
- provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
f) No funds have been received by the Company 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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
- provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
g) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).
h) The Company has not been declared as wilful defaulters by any bank or financial institution or government or any government authority.
i) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
j) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
k) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
Note: Invested funds in treasury funds = (Investment in margin money deposit, term deposit with Non-Banking Financial Companies and in deposits with original maturity of less than three months as at the beginning of respective year Investment in margin money deposit, term deposit with Non-Banking Financial Companies and in deposits with original maturity of less than three months as at the end of respective year) divided by 2.
The notes from 1 to 51 are an integral part of these standalone financial statements.
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