Impairment reviews:
Goodwill acquired through business combinations have indefinite lives. On account of amalgamation of Confirm Ticket Solutions Private Limited with the Company, the goodwill is allocated to the Company as a whole and is considered as one CGU. For the purpose of impairment testing, goodwill is allocated to the Company as a whole at which goodwill is monitored for internal management purposes.
For previous year ended March 31, 2023, for the purpose of impairment testing, goodwill was allocated to a CGU representing the lowest level within the Company at which goodwill is monitored for internal management purposes. Carrying amount of goodwill has been allocated to the respective acquired subsidiaries/business level as follows:
The recoverable amount of CGU was based on its value in use and was determined by discounting the future cash flows to be generated from the continuing use of the CGU. These calculations use cash flow projections over a period of five years, based on next year's financial budgets approved by management, with extrapolation for the remaining period, and an average of the range of assumptions as mentioned below.
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of a comparable market participant, which is adjusted for specific risks. These estimates are likely to differ from future actual results of operations and cash flows.
Sensitivity change in assumptions
Based on the above, no impairment was identified as of March 31,2024 and as of March 31,2023 as the recoverable value of the CGU exceeded the carrying value. An analysis of the calculation's sensitivity to a change in the key parameters (revenue growth, discount rate and long-term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU recoverable amount would fall below their carrying amount.
Terms / rights attached to equity shares
The Company has only one class of equity shares, having a par value of Rs. 1 per share. Each shareholder is eligible to one vote per fully paid equity share held. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share capital in the event of liquidation and buy back of shares is possible subject to prevalent regulations. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the distribution in proportion to the number of equity shares held by the shareholders.
(c) Terms and rights attached to Redeemable non-cumulative preference shares
0.01% Redeemable non-cumulative preference shares ("RPS") has a par value of Rs. 10 and non-convertible. The RPS carry a dividend of 0.01% per annum. The dividend rights are non-cumulative. The RPS rank ahead of the equity shares in the event of a liquidation. The RPS shall not be freely transferable by the RPS holders unless approved by the Company through a resolution of its Board of directors. The RPS shall be redeemable and the Company have right to redeem the RPS through buy back of such RPS. There are no voting rights attached to the RPS except for the matters affecting the interest in accordance with the Companies Act, 2013.
Pursuant to the Scheme of Amalgamation, the Company has allotted 6,409 fully paid up 0.01% redeemable non-cumulative preference shares having face value of Rs. 10 per share to the shareholders of the Confirm Ticket Online Solutions Limited (Transferor Company). Subsequently, the Board of Directors at its meeting held on February 12, 2024 approved the buyback of 6,409 fully paid up 0.01% Redeemable Non-Cumulative Preference Shares of Rs. 10/- each which were issued in compliance with the order passed by the Hon'ble National Company Law Tribunal Bench at Chandigarh allowing the Scheme of Amalgamation of Confirm Ticket Online Solutions Private Limited with Le Travenues Technology Limited.
Nature and purpose of reserves
(a) Retained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
(b) Securities premium
Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares is transferred to "Securities Premium". The securities premium can be utilised only in accordance with section 52 of the Companies Act 2013.
(c) Share based payment reserve
The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
(d) Capital redemption reserve
As per the Companies Act, 2013, capital redemption reserve is created when the Company purchases its own shares out of the free reserves or securities premium. A sum equal to nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provision of Section 69 of the Companies Act, 2013.
(e) Shares to be issued on account of business combination (Refer Note 46 (A))
The shares to be issued on account of business combination represents the equity shares that will be issued in the future as an settlement of purchase consideration for acquisition made during the year.
(f) Share application money pending allotment
Company received amount on the application on which allotment is not yet made (pending allotment).
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
b) Corporate Social Responsibility
The Company has not earned net profit as per section 198 of Companies Act in three immediately preceding financial years, therefore, there was no amount as per section 135 of the Act which was required to be spent on CSR activities in each of the respective financial years by the Company. However, the Company has spent an amount of INR 0.51 (March 31, 2023: INR 1.53) as CSR expenditure.
(i) Provision for Advances to Suppliers
As at March 31, 2023, the Company had balances recoverable of INR 56.45 from Go Airlines (India) Limited ("Go Air") towards business related advances given and other dues. After considering recoveries and adjustments in the normal course of business subsequent to year end, the recoverable balance stands at INR 54.78 as on date. On May 10, 2023, the National Company Law Tribunal, Delhi Bench ('NCLT') admitted Go Air's application for voluntary insolvency proceedings under the Insolvency and Bankruptcy Code 2016, and NCLT has also appointed an Insolvency Resolution Professional (IRP) to revive the airline and manage its operations. As at date, the sale of tickets has been suspended and flights are yet to resume for Go Air. As part of the claims process, on May 24, 2023, the Company has filed a claim with the IRP for recovery of outstanding balances. Pending outcome of the insolvency proceedings, the management has provided for the balance INR 54.78 as exceptional item in the Statement of Profit and Loss.
34 Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting for interest on the convertible preference shares, if any) by the weighted average number of equity shares outstanding during the period plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
35 Employment benefit plan
a) Defined contribution plans
The Company has a defined contribution plan. Contributions are determined as a specific percentage of employee salaries in respect of qualifying employees towards provident fund and labour welfare fund. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.
b) Defined benefit plans: Gratuity scheme
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member's length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service with part thereof in excess of six months subject to maximum limit of INR 20 lakhs. The same is payable on termination of service or retirement or death whichever is earlier.
The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on Government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognised immediately in the other comprehensive income (OCI).
This is an unfunded benefit plan for qualifying employees. The scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:
The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting year. These analysis are based on a change in a significant assumption, keeping all other assumptions constant and may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
36 Commitments and Contingent liabilities Financial guarantees
The Company has issued a corporate guarantee of INR 55.0 (March 31,2023 : Nil) on behalf of Freshbus Private Limited, in favour of Tata Capital Financial Services Limited. This guarantee is designed to secure outstanding amounts related to the lease of buses.
Commitments
The Company has made estimated commitment of INR 933.37 (March 31, 2023 : Nil).
37 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act, 1961. Since the law requires such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation of international transactions with the associated enterprises during the financial year and expects such records to be in existence latest by the due date of filing the return of income. The management is of the opinion that its international transactions with the associated enterprises are at arm's length so that the aforesaid legislation will not have any impact on these standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
* COVID-19 related rent concession
Many lessors have provided rent concessions to the Company as a result of the Covid-19 pandemic. Rent concessions includes rent holidays or rent reductions for a period of time. As a practical expedient, the Company has elected not to assess whether a Covid-19 related rent concession from a lessor is a lease modification and accordingly changes in the lease payments resulting from the Covid-19 related rent concession has been accounted for in the same way it would have account for under Ind AS 116, if the change were not a lease modification. The practical expedient applied only to rent concessions occurred as a direct consequence of the Covid-19 pandemic.
The Company has applied the practical expedient to all rent concessions that meet the conditions for the practical expedient. Property lease (office leases) are the contracts to which Company has applied the practical expedient.
40 Segment Information
The Company publishes standalone financial statements along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.
41 Share based payments
(a) Description of share based payment arrangements
On 1 October 2009, 30 August 2012, 27 May 2013, 5 November 2015, 20 December 2016, 12 May 2016, 1 July 2020, 09 April 2021 and 29th January, 2021, the Board of Directors approved the Employees Stock Option Scheme 2009, 2012, 2013, 2015, 2016(A), 2016(B), 2020, 2021(A) & 2021 (B) respectively. These options are granted to eligible employees of the Company determined by ESOP Remuneration Committee and are convertible into equivalent number of equity shares of Rs. 1 each (for ESOP Scheme 2009, 2012, 2013, 2016(A), 2020, 2021(A) and Rs. 10 each (for ESOP Scheme 2015, 2016(B) and 2021(B) for the Company as per the terms of the plan. Upon vesting, the employees can acquire one common equity share of the Company for every option.
For all ESOP Schemes, options will be available for vesting upon successful completion of service during the vesting period.
Vesting conditions
For ESOP Scheme 2009, 2012, 2013, 2016(A), 2020 & 2021 (A), options shall vest on graded basis and can be exercised within 60 months from the date of vesting in respect of the relevant vested tranche or within one year from the date of termination of employment post vesting, whichever is earlier.
For ESOP Scheme 2015, 2016(B) & 2021 (B), options shall vest on graded basis and can be exercised any time during the 10 years period from the respective vesting date.
The vesting pattern and contractual life of options are given below:
Adjustment of outstanding options and exercise price consequent to issue of Bonus shares:
The shareholders of the Company at the extraordinary general meeting held on August 05, 2021, had granted the approval to issue equity shares of the Company of the face value of Rs. 1 each (hereinafter referred to as the "Bonus Shares") to the members of the Company, in the proportion of 399 (Three Hundred Ninety Nine) Equity Shares for every 1 (One) Equity Share held by them on the record date. The shareholders had further authorised the board of directors of the Company (the "Board") to determine appropriate adjustments for the allotment of Bonus Shares as aforesaid, to the outstanding options granted to the employees of the Company under the prevailing employee stock option schemes of the Company such that
the exercise price for all outstanding options as on the record date shall be proportionately adjusted and the number of options granted but not exercised as on 'record date' shall be appropriately adjusted. In compliance with the approval granted by the shareholders for making appropriate adjustments for the Bonus Issue to the outstanding options granted but not exercised under the prevailing employee stock option schemes of the Company, the Board had granted the approval on August 24, 2021, revising the total number of options granted but not exercised from 1 to 400 and the Exercise Price for all the revised number of Options shall be accordingly adjusted to Rs. 1.25 and Rs. 0.50 as the case may be. The values in following tables has been adjusted to take impact of this revision:
The risk-free interest rates are determined based on current yield to maturity of Government Bonds with 10 years residual maturity. Expected volatility calculation is based on historical daily closing stock prices of competitors / Company using standard deviation of daily change in stock price. The minimum life of stock option is the minimum period before which the options cannot be exercised and the maximum life is the period after which the options cannot be exercised. The expected life has been considered based on average sum of maximum life and minimum life and may not necessarily be indicative of exercise patterns that may occur. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date basis past trends. For the measurement of grant date fair value certain market conditions were considered in the method of valuation.
(e) Modification during the year ended March 31, 2022:
On May 1, 2021, the Company made the following changes in the ESOP Plan 2009, 2012, 2013, 2016(A) and 2020:
- The Vesting period of ESOP were changed to 25% per year over a period of 4 years as against 10%, 20%, 30% and 40%. In case of partially vested ESOP, the balance unvested options shall vest equally over the remaining vesting period.
- The Exercise period of ESOP was increased to 5 years from the date of vesting or 1 year from the date of leaving, whichever is earlier.
- The Exercise Price of ESOP was reduced to Rs. 500 (Rs. 1.25 Post Bonus Issue adjustment)
The incremental fair value together with the original grant date fair value of options will be recognised as an expense over the remaining vesting period ( except for the options which have vested before the modification date for which expense was recognised immediately). The fair value of modified options was determined using the same models & principals as described above with the following inputs:
42 Capital Management
For the purpose of Company capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing borrowings, trade and other payables, less cash and cash equivalents, other bank balances and liquid investment.
Management has assessed that trade receivables, cash and cash equivalents, other bank balances, lease liabilities and trade payables approximate their carrying amounts largely due to the short-term maturities of these instruments.
44 Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:
(a) recognized and measured at fair value and
(b) measured at amortized cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: This level of hierarchy includes financial assets that are measured using inputs, other than quoted prices included within level 1, that are observable for such items, directly or indirectly.
Level 3: This level of hierarchy includes items measured using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instruments nor based on available market data.
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities:
There are no transfer between levels during the year ended March 31, 2023.
Specific valuation techniques used to value financial instruments include:
a) the use of quoted market prices for similar instruments.
b) the fair value of the remaining financial instruments is determined using discounted Cash flow analysis.
c) Financial liability for future acquisition as per the terms of share purchase agreement-
(i) Profit after tax - Based on past performance and management's expectations for the future.
(ii) WACC - Reflect specific risks relating to the relevant industry in which they operate.
If the discount rate used in the valuation of Level 3 financial liability for future acquisition had been 1% change than management's estimates, does not have significant impact in its value and other equity.
NCI Put Option liability
Liability for call and put options issued to non-controlling interests which do not grant present access to ownership interest to us is recognized at the present value of the redemption amount and is reclassified from equity. At the end of the each reporting period, the non-controlling interests subject to the put option is de-recognized and the difference between the amount de-recognized and present value of the redemption amount, which is recorded as a financial liability, is accounted for as an equity transaction. Considering the call and put option granted, the carrying amount of financial liability recognised at March 31,2024 is INR Nil (March 31, 2023: INR 601.97).
45 Financial risk management objectives and policies
The Company's activities are exposed to variety of financial risk; credit risk, liquidity risk and foreign currency risk. The Company's senior management oversees the management of these risks. The Company's senior management ensures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Company reviews and agrees on policies for managing each of these risks which are summarized below :
a) Credit risk
Credit risk is the risk that a counter party 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 and advance to suppliers), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
(i) Trade receivables
Trade receivables are typically unsecured. Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
b) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.
c) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include advances, deposits and FVTOCI investments.
(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 market interest rates. The Company's exposure to the risk of changes in market interest rates relates to the Company's Bank Overdraft facility with floating interest rates.
d) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates and have impact on the statement of profit or loss, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the Company. The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations.
46 Business combinations
A) Acquisition during the year ended March 31, 2021
(a) Acquisition of Confirm Ticket Online Solutions Private Limited
The Company executed a Share Purchase Agreement with shareholders of Confirm Ticket Online Solutions Private Limited (the ""CTPL"") for acquisition of 50.1% stake in CTPL as on January 31, 2021, in exchange for payment of approximately INR 179 and Non compete fee of INR 60. The Company recorded transferred identifiable assets (tangible and intangible) basis fair valuation. Consequent to this business acquisition, CTPL results were consolidated effective February 17, 2021. Financial statements as at January 31, 2021 were considered for this purpose as convenience adjusted with impact of seventeen days.
During the year ended March 31, 2022, the Company paid INR 60 as non-compete fee and issued shares amounting to INR 372.98 (basis fair valuation) resulting in CTPL being 83.68% subsidiary as at March 31, 2022. Further, the Company has recorded derivative assets as at March 31, 2022 of INR 8.45.
During the year ended March 31, 2023, the Company paid INR 240.47 through banking channels resulting in CTPL becoming 90.08% subsidiary as at March 31, 2023. Further, the Company has recorded derivative expenses for the year ended March 31, 2023 of INR 3.65. During the year ended March 31,2024, the Company had acquired remaining 9.92% stake in CTPL for consideration amounting to INR 328.64. Further, the Company has recorded derivative expenses for the year ended March 31, 2024 of INR 4.80.
* The amount as at April 01,2022 consist of Shares to be issued on account of business combination amounting to INR 24.70 disclosed in Statement of Changes in equity and Liability on account of business combination amounting to INR 753.83 (Current portion INR 246.63, Non current portion INR 507.20) disclosed in other financial liabilities.
* The amount as at March 31, 2023 consist of Shares to be issued on account of business combination amounting to INR 24.70 disclosed in Statement of Changes in equity and Liability on account of business combination amounting to INR 601.97 (Current portion INR 306.39, Non current portion INR 295.58) disclosed in other financial liabilities.
(h) Amalgamation of Confirm Ticket Online Solutions Private Limited with the Company :
The Board of Directors of the Company at their meeting held on April 24, 2023 have considered and approved the Scheme of Amalgamation of Confirm Ticket Online Solutions Private Limited ("Transferor Company") with Le Travenues Technology Limited ("Transferee Company"). Further, the Company has received consent from the Equity share holders, Secured Creditors, and unsecured creditors. Post receiving these approvals the Company had filed the application on June 15, 2023 with the Hon'ble NCLT for the approval of the Scheme.
Pursuant to an application filed with National Company Law Tribunal ("NCLT"), the Hon'ble Principal Bench of the NCLT at Chandigarh vide its Order dated January 16, 2024 had approved the Scheme of Amalgamation ('Scheme') between the Parent Company, Confirm Ticket Online Solutions Private Limited ('Transferor Company/ CTPL') and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 and the rules and regulations framed thereunder, effective from the appointed date of April 1, 2023. With effect from the appointed date and upon the Scheme becoming effective, entire business of Transferor Company including its assets, properties, rights, benefits, interests and liabilities has been transferred to and vested in the Parent Company, as a going concern. Accounting for this scheme of amalgamation has been done as per ""Pooling of interest method"" as specified in accordance with Appendix C of ""Business Combination of entitles under common control"" of Indian Accounting Standards (Ind AS 103).
The acquisition of CTPL shall enhance overall operational effectiveness by leveraging purchasing and procurement economies of scale, as well as achieving efficiency gains through streamlining general and administrative functions, thereby eliminating redundancies.
Pursuant to this amalgamation, the unamortised deferred tax liability on intangibles amounting to INR 20.36 as at April 01, 2023, created during acquisition has been reversed in consolidated statement of profit and loss. Further the Parent Company had brought forward losses as on March 31,2023, for which the Parent Company has reasonable certainty that it shall be able to utilise the benefit of its unused tax losses and unabsorbed depreciation against the future taxable profit of CTPL and accordingly has recognised deferred tax assets amounting to INR 96.66.
As part of the Scheme of Amalgamation, the Company has allotted 6,409 fully paid 0.01% redeemable non-cumulative preference shares having face value of Rs. 10 per share to the shareholders of the Transferor Company. Subsequent to the issuance of fully paid 0.01% redeemable non-cumulative preference shares, the Board of Directors approve the buyback of 0.01% redeemable non-cumulative preference shares. Total cash outflow on account of buyback was INR 398.03 (including tax of INR 75.21) and Securities Premium account has been utilized to the extent of INR 398.03. Further, the nominal value of shares bought back of INR 0.06 which represent nominal value of 0.01% redeemable non-cumulative preference shares has been transferred from the retained earnings to the capital redemption reserve as per requirement of Companies Act, 2013.
In accordance with the scheme of amalgamation, the authorised share capital of the Transferor Company has merged and combined with the authorised share capital of the Company.
B) Investment during the year ended March 31, 2023
(a) Investment in Freshbus Private Limited
On November 22, 2022, the Company executed an Investment and Shareholders' Agreement ("ISHA") with Freshbus Private Limited (the "FPL") for the acquisition of a 53.22% stake in FPL in exchange for payment of INR 160. As per an ISHA, the Company may acquire further 6.78% stake of FPL.
(c) Loss of control
Loss of control in Freshbus
Freshbus Private Limited ("the FPL") through Rights issue on May 22, 2023, issued additional shares to the founder reducing the Company's holding to 44.95%, with voting power at 53.21%. Further, on September 13, 2023, there were certain amendments made in the Investment and Shareholders' Agreement that led to loss of Control for the Company. On September 30, 2023, FPL issued additional shares to unrelated parties ("Investors") leading to further reduction in Company's holding to 41.40%.
48 Share Issue Expenses :
The Company has incurred an expenditure of INR 49.90 as at March 31, 2024 (March 31, 2023 : INR 116.78) towards the proposed initial public offer (IPO).
The amount recoverable from selling shareholder has been recorded under Other Financial assets as at March 31, 2024 INR 41.81 (March 31, 2023 : INR 45.49) and remaining amount of INR 8.09 (March 31, 2023 : INR Nil) is carried forward as prepaid expense which is to be set off with securities premium in accordance with requirement of Section 52 of the Companies Act, 2013. Out of the total amount incurred during the year ended March 31, 2023 of INR 116.78, INR 71.29 is charged off to Statement of Profit and Loss as exceptional items.
49 Liability written back during the year ended March 31, 2024 and March 31, 2023 represents excess liability ascertained on the completion of contractual obligations and reconciliations thereof.
50 Previous year figures have been regrouped in line with current year presentation.
51 Other Statutory Information
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company has balance with the below-mentioned companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
(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 period.
(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 of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the 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 of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the 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 period 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).
(viii) Quarterly returns and monthly statements filed by the Company with the banks in connection with the working capital limit sanctioned are in agreement with the books of accounts.
(ix) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
52 Subsequent to the year ended March 31, 2024, the Company completed its Initial Public Offer (IPO) of 7,95,80,899 equity shares of face value of Rs. 1 each at an issue price of Rs. 93 per share comprising fresh issue of 1,29,03,225 equity shares and offer for sale of 6,66,77,674 equity shares by selling shareholders, resulting in equity shares of the Company being listed on National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) on June 18, 2024.
53 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 April 1,2023, 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 Company has used its books of account which has a feature of recording audit trail (edit log) facility and the same has operated during the year (in respect of tax configuration implemented effective June 01, 2023 ) for all relevant transactions recorded in the software. The Company has used certain subsystem for maintaining its books of account 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, except that audit trail feature is not enabled for direct changes to data when made using certain access rights at the database level insofar as it relates to subsystem.
The Company has issued a corporate guarantee of INR 55.0 (March 31,2023 : Nil) on behalf of Freshbus Private Limited, in favour of Tata Capital Financial Services Limited. This guarantee is designed to secure outstanding amounts related to the lease of buses.
55 Absolute amounts less than Rs. 5,000 are appearing in the financial statements as "0.00" due to presentation in millions.
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