3.2 Terms/ riahts attached to Eauitv Shares
The Company has only one class of equity shares. The face value of the equity share is Rs. 10 /- each. Each shareholder is eligible for one vote per share and carry a right to dividends as approved by Board/Annual General Meeting.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company in proportion to the number of equity shares held by the shareholders, after distribution of all preferential amounts. However, no such preferential amounts exist currently.
Pursuant to board resolution dated September 23,2023 bonus issue approved by the shareholders. The Company has allotted 36,81,486 bonus shares of Face value of Rs.10 Each on September 27, 2023. The Bonus share is issued in the ratio of one equity share credited as fully paid up for every two equity share held by the members whose name appeared in the register of members/list of beneficial owner as on the record date i.e September 25, 2023. The bonus shares were issued by capitalization of free reserves aggregating to Rs. 368.15 Lakhs of the company.
The company has completed the Initial Public Offer ('IPO") of its equity shares during the year ended March 31,2024 and listed its shares on BSE SME platform on March 15, 2024. Pursuant to board resolution dated March 13, 2024 to IPO, the company alloted 46,06,400 fresh equity shares of Rs. 10 each to public at premium of Rs.73 per share. The total share premium arising on IPO amounting to Rs. 3362.67 Lakhs has been accounted under securities premium reserves and IPO related expenses amount Rs. 289.74 Lakhs being company share of total expenses, has been debited to profit and loss account under the head operational and other expenses note no. 24
Note A -Overdraft facility carries an interest @ 9% p.a. payable monthly. It is repayable at the term of 12 months.
The company has created mortgage over its property 1) Showroom at Mezzanine situated at plot no 90 shukrwar peth, Pune 411002 and Property 2) Flat no 101, 102, 201, 202 situated at plot no 90 shukrwar peth Pune 411002 and is also secured against original FDR duly discharge in favour of Axis bank limited.
Note B Overdraft facility carries an interest @ 8.20% p.a. payable monthly. It is repayable as per the agreed terms. secured against original FDR duly discharge in favour of Yes Bank Limited.
Note C - Working capital facility carries an interest @ 9.50 % p.a. payable monthly. It is repayble at the term of 12 months.
The said facility is pledge against the securities / shares held by the company, director and relative of director.
Contingent Liability
a. The company has provided bank guarantees aggregating to Rs.4,500 lakhs as on March 31, 2024 (Previous Year Rs. 3,000 Lakhs as on March 31,2024) for meeting Margin requirements. The details of the same are as under.
b. The company has following Income tax demand pending with the Income Tax authorities. The Company has filed appeals with the CIT Appeals and submitted online response to CPC towards the demand.
In respect of above matters, no additional provision is considered necessary as the Company expects favourable outcome. Further, it is not possible for the Company to estimate the timing and amounts of further cash outflows, if any, in respect of these matters.
Due to unascertainable outcome for pending litigation matters with Court/Appellate Authorities, the management expects no material adjustments on the standalone financial statements.
Related Party Disclosures
The names of the related parties and nature of the relationship where control exists are disclosed irrespective of whether or not there have been transactions between the related parties during the year. For Others, the names and the nature of relationship are disclosed only when the transactions are entered into by the Company with the related parties during the existence of the related party relationship.
2.22 Pursuant to board resolution dated September 23, 2023 bonus issue approved by the shareholders, during the year the Company has allotted 36,81,486 bonus shares of Face value of Rs.10 Each on September 27, 2023. The Bonus share is issued in the ratio of one equity share credited as fully paid up for every two equity share held by the members. The bonus shares were issued by capitalization of free reserves aggregating to 368.45 lakhs of the Company.
2.23 During the year ended March 31,2024 the company had completed the Initial Public Offer (“IPO”) including fresh issue of INR 3,823.31 lakhs comprising 46,06,400 equity shares of INR 10 each at an issue price of INR 83 per share. The equity share of the company were listed on BSE Limited under SME category w.e.f March 15, 2024.The company has incurred INR 289.74 lakhs as IPO related expenses and the same has been debited to the Operating expenses and other expenses.
IPO proceeds which were unutilized as at March 31, 2024 were temporarily parked in bank accounts.
2.24 Pune E Stock Broking Limited, (“Holding Company”) has made investment of Rs. 120 lakhs in F.Y. 2022-23 by infusion of capital through Overseas Direct Investment in Pune Estock Broking IFSC Limited (the “Company”) a wholly owned subsidiary which was incorporated on September 29, 2022 at Gift City Gandhinagar, Ahmedabad.
The Company is engaged in the business Stock Broking, Pro Trading. The shares of the company has been subscribed but not issued and paid up as the infusion of capital is pending for approval from Reserve Bank of India to remit the fund to the company account. Accordingly, the amount of investment is disclosed under Note 14 Non Current Investment as on March 31,2024.
2.25 As per Section 135 of The Companies Act, 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities.
Nature of CSR activities:
For Year ended 31st March, 2024: As per Schedule VII: Promoting health care including preventive health care; Promotion of Education and school Infrastructure.
For Year ended 31st March, 2023: As per Schedule VII : The areas for CSR activities are eradication of hunger and malnutrition promoting education, art and culture, health care, destitute care, rehabilitation, and environment sustainability, disaster relief and rural development projects.
2.26 Employee Benefits:Defined Contribution Plans
The company recognized following amounts in the Statement of Profit and Loss:
Towards Employer's Contribution to Provident Fund and Employee State Insurance Rs. 21.11 lakhs for the year ended March 31,2024. (Previous year- March 31,2023 Rs.21.92 lakhs)
Defined benefit plans
The Company offers its employees defined-benefit plans in the form of a gratuity scheme (a lump sum amount). Benefits under the defined benefit plans are typically based on years of service and the employee’s compensation (Last drawn basic salary immediately before retirement). The gratuity scheme covers substantially all regular Employees. Such plan exposes the Company to actuarial risks such as: Interest rate risk, Liquidity Risk, Salary Escalation Risk, demographic risk and Regulatory Risk, defined as follows:
Interest Rate Risk:
The plan exposes the Company to the risk of falling interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Liquidity Risk:
This is the risk that the Company may not be able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash/cash equivalent to meet the liabilities or holding of liquid assets not being sold in time.
Demographic Risk:
The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Salary Escalation Risk:
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have bearing on the plan’s liability.
Regulatory Risk
Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g.Increase in the maximum limit on gratuity of Rs. 20,00,000 etc.).The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields/ rates available on applicable bonds as on the current valuation date. The salary growth rate indicated above is the Company’s best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as demand and supply in the employment market, etc. Mortality rate is a measure of the number of deaths (in general or due to specific cause) in a population, scaled to the size of that population, per unit of time.
Note: Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information available with management.
The Company does not have any diluted potential Equity Shares. Consequently, the basic and diluted profit/earnings per share of the company remain the same.
The company has issued bonus shares during the half year ended September 30, 2023 and accordingly the Weighted Average Number of Shares have been revised for all the comparable periods.
2.29 Other Regulatory requirementsa) Title deeds of immovable property not held in the name of the company
The Company holds title deeds of all the immovable property (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) in the name of the company.
b) Fair Valuation of Investment Property, and Revaluation of Property, Plant & Equipment’s, and Intangibles Assets
The Fair value of investment property disclosed in Note 15(a) is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuer’s and Valuation) Rules, 2017.
Further, the company has not revalued its Property, Plant & Equipments, and Intangibles Assets during the year.
c) Intangible assets under development
The company does not have any Intangible assets under development
d) Relationship with struck off companies
The company did not have any transactions with companies struck off under section 248 of the Companies Act, 2013, as such no declaration is required to be furnished.
e) Registration of Charge/Satisfaction
There are no charges or satisfaction, which is yet to be registered as on March 31,2024, with the Registrar of Companies beyond the Statutory period.
f) Details of Benami Property
No proceedings have been initiated or pending against the company for holding any benami property under the Benami T ransactions (Prohibition) Act, 1988 and rules there under.
g) Wilful defaulter
The company has not made any default in the repayment of any borrowing, as such the declaration as a wilful defaulter is not applicable.
h) Compliance with a number of layer of the Companies
The company has not made any non compliance in respect of the number of layers prescribed under clause (87) section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017.
i) Cryptocurrency or Virtual Currency
The Company has neither traded nor invested in Crypto currency or Virtual currency during the financial year.
j) Compliance with approved scheme (s) of arrangements
The company didn’t enter into any arrangement u/s 230 to 237 of the Companies Act, 2013 during the year, thus, such disclosure is not required
k) Undisclosed Income
There were no previously unrecorded income that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
l) Utilisation of borrowed fund
(i) The Company has 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 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, provided any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Company has not received any funds 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 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, provided any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
m) Loans/Advance granted to Directors, Promoters, or Key Managerial Personnel
The company has not granted any loans or advances in the nature of loans to the Directors, Promoters, Key Managerial Personnel and their relatives.
2.30 Segment Reporting
The Company's operations predominantly relate to equity, currency and commodity broking and its related activities business and is the only operating segment of the Company. The Chief Operating Decision Maker (CODM) reviews the operations of the Company as one operating segment. Hence no separate segment information has been furnished herewith.
The Company operates in one geographic segment namely "within India" and hence no separate information for geographic segment wise disclosure is required.
2.31 Events after the reporting date
There were no significant events after the end of the reporting period which require any adjustment or disclosure in the financial statements. In terms of AS-4 “Contingencies and Events occurring after the balance sheet date”, the company has not recognised dividend (recommended by the board) as a liability at the end of the reporting period.
2.33 Note on Code on Social Security’ 2020
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. However, the date on which the Code will come into effect has not yet been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact after the Code becomes effective.
2.34 Previous year figures have been regrouped/ reclassified and rearranged whenever necessary to correspond with the current year’s classification/ disclosure.
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