g) Provisions, Contingent Liabilities and Contingent Assets Provision
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that the outflow of resources embodying economic benefits will be required to settled the obligation in respect of which reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the expense relating to provision presented in the statement of profit & loss is net of any reimbursement.
If the effect of the time value of money is material, provisions are disclosed using a current pre-tax rate that reflects, when appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as finance cost.
Contingent liability is disclosed in the notes in case of:
There is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company.
Ý A present obligation arising from past event, when it is not probable that as outflow of resources will be required to settle the obligation
Ý A present obligation arises from the past event, when no reliable estimate is possible
Ý A present obligation arises from the past event, unless the probability of outflow are remote.
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Onerous Contracts
A provision for onerous contracts is measured at the lower of the present value of expected cost of terminating the contract and the expected cost of continuing with the contract. Before a provision is established, the company recognizes the impairment on the assets, if any, with the contract.
Contingent assets :
Contingent assets are not accounted in the financial statements unless an inflow of economic benefits is probable.
h) Revenue from Operations:
(i) Revenue from Contracts with Customers
The Company derives revenue from sale of Insoluble Sulphur, Sulphuric Acid and Oleum.
Ind AS 115 "Revenue from Contracts with Customers" provides a control-based revenue recognition model and provides a five step application approach to be followed for revenue recognition.
Ý Identify the contract(s) with a customer;
Ý Identify the performance obligations;
Ý Determine the transaction price;
Ý Allocate the transaction price to the performance obligations;
Ý Recognise revenue when or as an entity satisfies performance obligation.
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services net of discounts, rebates or schemes, if any, offered by the company. The Company has generally concluded that it is the principal in its revenue arrangements.
The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in Note 15.
Sale of Goods
For sale of goods, revenue is recognised on satisfaction of performance obligation upon transfer of control of promised products to customers at an amount that reflects the consideration the Company expects to receive in exchange for those products.
(ii) Export Benefits
In case of direct exports made by the Company, export benefits arising from Govt. incentives and schemes are recognised on shipment of direct exports.
(iii) Investment Income
Investment income is recognised as and when accrued/reinstated as per the terms of the Investments based on the effective interest rate/appreciation(depreciation) in value of investment as applicable on the basis of quoted price/ statements received from the relevant funds/institutions as applicable. Income from Investments including interest income is included in revenue from operations in the statement of Profit and Loss.
Dividend income is recognised when the Company's right to receive dividend is established, and is included in other income in the statement of profit and loss.
i) Other Revenue Streams Interest Income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset's net carrying amount on initial recognition. Interest income is included in other income in the statement of profit and loss.
j) Employee Benefits
i) Short term employee benefits
Short-term employee benefits in respect of salaries and wages, including non-monetary benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss for the year in which the related service is rendered
ii) Defined contribution plans
Employees benefits in the form of the Company's contribution to Provident Fund, Pension scheme, Superannuation Fund and Employees State Insurance are defined contribution schemes. The Company recognises contribution payable to these schemes as an expense, when an employee renders the related service.
If the contribution payable exceeds contribution already paid, the deficit payable is recognised as a liability (accrued expense), after deducting any contribution already paid. If the contribution already paid exceeds the contribution due for service before the end of the reporting period, the Company recognise that excess as an asset (prepaid expense) to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.
iii) Defined benefit plans
Retirement benefits in the form of gratuity are considered as defined benefit plans. The Company's net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The Company provides for its gratuity liability based on actuarial valuation of the gratuity liability as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary. The Company contributes to the gratuity fund, which are recognised as plan assets. The defined benefit obligation as reduced by fair value of plan assets is recognised in the Balance Sheet.
When the calculation results in a potential asset for the company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in Other Comprehensive Income. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
iv) Other long-term employee benefits
Employee benefits in the form of long term compensated absences are considered as long term employee benefits. The Company's net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurement are recognised in profit or loss in the period in which they arise.
The liability for long term compensated absences are provided based on actuarial valuation as at the Balance Sheet date, based on Projected Unit Credit Method, carried out by an independent actuary.
k) Foreign currency transactions Initial recognition:
Transactions in foreign currencies are translated into the Company's functional currency at the exchange rates at the dates of the transactions.
Conversion:
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
Exchange difference:
Exchange differences are recognised in Statement of profit & loss. In accordance with Ind-AS 101 'First Time Adoption of Indian Accounting Standards', the Company has continued the policy of capitalisation of exchange differences on foreign currency loans taken before the transition date. Accordingly, exchange differences arising on translation of long term foreign currency monetary items relating to acquisition of depreciable fixed assets taken before the transition date are capitalized and depreciated over the remaining useful life of the asset.
l) Research and Development Expenses
Revenue Expenditure on Research and Development is charged to Statement of Profit and loss in the year in which it is incurred and capital expenditure is added to Property, Plant & Equipment.
m) Borrowing costs
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
n) Income Tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in Other Comprehensive Income
i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year after taking credit of the benefits available under the Income Tax Act and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date.
Current tax assets and liabilities are offset only if, the Company:
a) has a legally enforceable right to set off the recognised amounts; and
b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding tax bases used for taxation purposes. Deferred tax is not recognised for:
- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and
- temporary differences related to investments in subsidiary to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and tax losses can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
For operations carried out in tax free units, deferred tax assets or liabilities, if any, have been recognised for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends.
Deferred tax assets and liabilities are offset only if:
a) The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
b) The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is probable evidence that the Company will pay normal income tax in future. Accordingly, MAT is recognised as deferred tax asset in the Balance Sheet.
o) Segment Reporting
The accounting policies adopted for the segment reporting are in conformity with the accounting policies adopted for the Company. Primary Segments are identified by the chief operational decision maker (CODM) based on the nature of products and services, the different risks and returns and the internal business reporting system. Revenue, Expense, Assets and Liabilities,
which relate to the Company as a whole and could not be allocated to segments on a reasonable basis, have been classified as unallocated. Secondary segment is identified based on geography by location of customers i.e. in India and outside India.
Segment revenue includes sales and other income directly identifiable with / allocable to the segment including intersegment transfers. Inter segment transfers are accounted for based on the transaction price agreed to between the segments which is at cost in case of transfer of Company's intermediate and final products and estimated realisable value in case of by-products.
p) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
q) Cash flow statement
Cash flow statements are prepared in accordance with "Indirect Method" as explained in the Accounting Standard on Statement of Cash Flows (Ind AS - 7). The cash flows from regular revenue generating, financing and investing activity of the Company are segregated.
r) Lease
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Company as lessee
The Company's lease asset classes primarily comprise of lease for land and building. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to Control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets as below:.
i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the underlying assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 'Impairment of non financial assets'.
ii) Lease Liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Company's lease liabilities are included in other current and non-current financial liabilities (see Note 10c).
iii) Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on shortterm leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
"Lease liability" and "Right of Use" asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.
s) Scheme of Arrangement
The Board of Directors of the Company, approved the Scheme of Arrangement between the Company and OCCL Limited (Wholly Owned Subsidiary of the Company), wherein the Chemical business will be demerged from the Company to OCCL Ltd (The Scheme). The Scheme got all the requisite approvals including from shareholders, secured and unsecured creditors. Further, the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("Hon'ble Tribunal") vide its order dated 10 April 2024 has sanctioned the Scheme ("NCLT Order"). As per the Scheme the Appointed Date is the Effective Date. However, in the NCLT Order, the Hon'ble Tribunal has suo-motu amended the said Appointed Date to be the date of pronouncement of the NCLT Order i.e. 10 April 2024. After due consideration of the aforesaid NCLT Order, the Management has filed an appeal against the NCLT order before National Company Law Appellate Tribunal (NCLAT) to fix the appointed date as per the original scheme and an Interim stay petition on the operation of NCLT Order. The NCLAT has since granted a stay on the operation of the order with regard to the appointed date. The scheme will be given effect to in the financial results of the Company on the effective date as per the order of NCLAT.
t) Earning per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to Equity Shareholders by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted Earning per Share, the net profit or loss for the period attributable to Equity Shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Notes:
(i) Capital Reserve:
The Company had recognised Surplus arising out of transfer of Assets and Liabilities of erstwhile Carbon Black Division to Capital Reserve. Company had 33752 forfeited equity shares of face value of H10 each in previous year due to non payment of call money by the shareholders.
(ii) Capital Redemption Reserve:
An amount of H30.60 Lakh (equivalent to nominal value of the equity shares bought back and cancelled by the Company in the year ended March 2019) has been transferred to Capital Redemption Reserve from General Reserve pursuant to the provisions of Section 69 of the Companies Act, 2013 and article 8 of the Articles of Association of the Company.
(iii) General Reserve
General reserve represents the statutory reserve. In accordance with the erstwhile Companies Act 1956, it was mandatory to apportion a part of the Profit to the General Reserve before declaring Dividend. However under Companies Act , 2013, transfer of any amount to general reserve is at the discretion of the Company.
(iv) Retained Earnings
Retained earnings represents undistributed profits of the Company which can be distributed to its equity shareholders in accordance with the provisions of the Companies Act, 2013.
(v) Items of Other Comprehensive Income
The Company recognises the gain or (loss) on fair value of non-current investments under Items of Other Comprehensive Income. Realised gain on sale of equity instrument of H(20.98) Lakh (Previous Year H Nil) (Net of tax) during the year transferred to retained earning from other comprehensive income as per IND AS 109.
(vi) During the year, the Company has paid Interim dividend of H7.00; (Previous year H7.00) per equity share. Now, final dividend of H7.00 (Previous year H7.00) per equity share for financial year 2023-24 is recommended by the Board of Directors, which is subject to the approval of the shareholders in the ensuing Annual General Meeting.
Notes:
(i) (a) Securities:
Secured by (i) H Nil (Previous year H157.49 Lakh), First pari-passu charge on Property, Plant and Equipment including equitable mortgage of factory land and building at SEZ Mundra and Dharuhera Units; Second pari-passu charge on entire current assets of the Company; (ii) H Nil (Previous year H 141.01 Lakh) , First pari-passu charge on Property, Plant and Equipment including equitable mortgage of factory land and building at SEZ Mundra Unit; Second pari-passu charge on entire Property, Plant and Equipment of Dharuhera Unit including equitable mortgage of factory land and building of Dharuhera Unit; Second pari-passu charge on entire current assets of the Company; (iii) H Nil (Previous year H211.60 Lakh), First pari-passu charge on entire Property, Plant and Equipment including equitable mortgage of factory land and building of SEZ Mundra Unit; (iv) H4,739.66 Lakh (Previous year H6,809.73 Lakh), First pari-passu charge on entire Property, Plant and Equipment including equitable mortgage of factory land and building at Dharuhera and SEZ Mundra Unit; Second pari-passu charge on entire current assets of the Company.
27 EMPLOYEE BENEFITS
The Company participates in defined contribution and benefit schemes, the assets of which are held (where funded) in separately administered funds. For defined contribution schemes the amount charged to the statements of profit or loss is the total of contributions payable in the year.
a) Defined Contribution Plans
Amount recognized as an expense and included in Note No. 19 Item "Contribution to Provident and Other Funds" H229.69 Lakh (Previous year H196.47 Lakh)
b) Other long-term benefits
Amount recognized as an expense and included in Note No. 19 Item "Long Term Compensated Absences" H85.24 Lakh (Previous year H79.42 Lakh) includes H55.45 Lakh (Previous Year H59.08 Lakh) on account of Actuarial valuation.
c) Defined benefits plans - as per actuarial valuation
Gratuity Expense H66.59 Lakh (Previous year H58.67 Lakh) has been recognized in "Gratuity" under Note No. 19 as per Actuarial
27 EMPLOYEE BENEFITS (Contd.)
XII. Description of Risk Exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to
various risks as follow -
a) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
b) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
c) Discount Rate - Reduction in discount rate in subsequent valuations can increase the plan's liability.
d) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan's liability.
Notes:
(i) The Company is organised into two main business segments, namely;
- Chemicals
- Investments
Segments have been identified and reported taking into account, the nature of products, the differing risks and returns, the organisation structure, and the internal financial reporting systems.
(ii) The segment revenue in the geographical segments considered for disclosure are as follows:
(a) Revenue within India includes sales to customers and investment income in India.
(b) Revenue outside India includes sales to customers located outside India and earnings outside India and export incentives/ benefits.
(iii) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
32 FINANCIAL INSTRUMENTS (Contd.)
Fair value hierarchy
The table shown above analysis financial instruments carried at fair value, by valuation method. The different levels have been defined
below:
Level 1 This includes financial instruments measured using quoted prices.
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.
Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. There are no transfers between level 1, level 2 and level 3 during the year.
Valuation technique used to determine fair value:
Specific valuation techniques used to value financial instruments include:
The use of quoted market prices.
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date (Mark to
Market).
As per Para D-15 of Appendix D of Ind AS 101, Company has opted to value its investment in Subsidiaries at Cost.
The fair values for security deposits (assets & liabilities) were based on their carrying values.
33 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
A Financial risk factors
The Company is exposed to various financial risks i.e. market risk, credit risk and risk of liquidity. These risks are inherent and integral aspect of any business. The primary focus of the Risk Management Policy is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk consists of foreign exchange risk and interest rate risk. The Company calculates and compares the various proposals of funding by including cost of currency hedging also. The Company uses derivative financial instruments (Forward Covers) to reduce foreign exchange risk exposures.
i. Credit risk
The Company evaluates the customer credentials carefully from trade sources before extending credit terms and credit terms are extended to only financially sound customers. The Company secures adequate advance from its customers whenever necessary and hence risk of bad debt is limited. The credit outstanding is sought to be limited to the sum of advances and credit limit determined by the Company. The Company have stop supply mechanism in place in case outstanding goes beyond agreed limits.
ii Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price related risks. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. 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. Regular interaction with bankers, intermediaries and the market participants help us to mitigate such risk.
a) Foreign Currency risk
The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to reduce foreign exchange risk exposures and follows its risk management policies to mitigate the same. After taking cognisance of the natural hedge, the company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s).
39 NOTE ON DEMERGER
The Board of Directors of the Company at their meeting held on May 24, 2022, approved the Scheme of Arrangement between the Company and OCCL Limited (Wholly Owned Subsidiary of the Company), wherein the Chemical business will be demerged from the Company to OCCL Ltd. The Scheme got all the requisite approvals including from shareholders, secured and unsecured creditors. Further, the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("Hon'ble Tribunal") vide its order dated 10 April 2024 has sanctioned the Scheme ("NCLT Order"). The Certified copy of the Order was received by us on 17th April 2024. As per the Scheme the Appointed Date is the Effective Date. However, in the NCLT Order, the Hon'ble Tribunal has suo-motu amended the said Appointed Date to be the date of pronouncement of the NCLT Order i.e. 10 April 2024. After due consideration of the aforesaid NCLT Order, the Management has filed an appeal against the NCLT order before National Company Law Appellate Tribunal (NCLAT) to fix the appointed date as per the original scheme and an Interim stay petition on the operation of NCLT Order. The NCLAT has since granted a stay on the operation of the order with regard to the appointed date. Due to the foregoing, currently there is no certainty on either the appointed date or the effective date. Further, the Scheme cannot be operational unless the Company has filed the Order with the Registrar of Companies Considering this, both the parties have mutually agreed that if the Scheme does not attain finality before 31st March 2025, the parties shall be at liberty to withdraw the scheme.
41 Monthly statements/returns filled by the Company with banks or financial institutions are in agreement with books of accounts.
42 The figures for the corresponding year have been regrouped / reclassified wherever necessary, to make them comparable.
As per our Report of even date For and on behalf of the Board of Directors
For S S Kothari Mehta & Co. LLP
Chartered Accountants Arvind Goenka Akshat Goenka
Firm Reg. No. 000756N/N500441 Managing Director Jt. Managing Director
DIN-00135653 DIN-07131982
Place : Noida Place : Noida
Deepak K. Aggarwal
Partner Pranab Kumar Maity Anurag Jain
Membership No. 095541 Company Secretary Chief Financial Officer
Membership No. A20606 Place : Noida
Place : Noida Place : Noida
Date : 22/05/2024
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