7.1 During the year ended March 31,2024, the Company acquired 171,821 equity shares of '10 each fully paid up in Rane Engine Valve Limited (" REVL") pursuant to conversion of 171,821 share warrants for an aggregate consideration of '500 (including the share warrant exercise price of '125)
7.2 During the year ended March 31,2024, the Company acquired 2,160,432 equity shares of Rane t4u Private Limited ("Rt4u") , an erstwhile subsidiary company for '216.
As per requirements of Ind AS 36, the Company has assessed the recoverable value of its total investment in its erstwhile subsidiary and has accordingly recorded an impairment loss amounting to '296 during the year ended March 31,2024 (March 31,2023 : '292). The Company had sold its entire investment in Rt4u for a consideration of '850 in exchange for allotment of 862,505 equity shares in eTrans Solutions Private Limited ("eTrans") representing 11.94% stake in eTrans and Rt4u ceased to be a subsidiary of the Company effective July 19, 2023.
7.3 The Company designated the investments shown below as equity investments at FVOCI because these equity instruments represent investments that the Company intends to hold for long-term for strategic purposes.
During the year ended March 31,2024, the Company had invested an amount of '83 ('124 during the year ended March 31,2023) in AutoTech towards its share of capital contribution as one of the limited partners in the fund. The company has receivable/received an amount of '47 ('393 during the year ended March 31,2023) from AutoTech towards its share of distribution of capital arising as a result of sale of investments held by AutoTech in some of the portfolio companies. The said amount has been reduced from the cost of investments.
The Company's receivables are predominatly from its subsidary companies and joint venture / associate entities. The Company did not have any history of bad debts in earlier years in respect of the receivables from the subsidiaries and joint venture / associate entities. Further, the Company has assessed that there is no credit risk and thus no allowance for impairment of trade receivables was required to be recognised.
The Company's exposure to currency risk is disclosed in note 41. For related party receivables, refer note 40.
Rights, preferences and restrictions attached to equity shares
The Company has one class of equity share having a par value of '10 per share. Each holder of equity share is entitled to one vote per share. The Dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Repayment of capital on liquidation will be in proportion to the number of equity shares held.
17.4 Information regarding issue of shares in the last five years
There are no bonus shares or buy-back of shares or shares issued for consideration other than cash during a period of five years immediately preceeding financial years as of the aforesaid reporting dates.
17.5 Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and equity reserves attributable to the equity holders of the Company. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and its capital requirements. The funding requirements are met through a mixture of equity and borrowings. The Company's policy is to use longterm borrowings to meet anticipated funding requirements. The Company monitors capital using a ratio of 'adjusted net debt' to 'total equity'. For this purpose, adjusted net debt comprises of interest-bearing borrowings less cash and cash equivalents. Total equity comprises all components of equity.
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss except to the extent permitted as per Companies Act 2013 and rules made thereunder.
The Companies Act 2013 requires that where a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve account and details of such transfer shall be disclosed in the balance sheet. The capital redemption reserve account may be applied by the Company, in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares. The Company established this reserve pursuant to the redemption of preference shares issued in earlier years.
Retained earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. The balance in retained earnings can be utilized for distribution of dividend by the Company considering the requirements of the Companies Act, 2013.
Balance of retained earnings at the end of the year includes cumulative other comprehensive loss arising from remeasurement of defined benefit obligations, net of tax, amounting to '87 as at March 31, 2024 (March 31,2023: '54).
In respect of the year ended March 31,2024, the directors proposed a dividend of '25 /- per share (March 31,2023: '17 /- per share) be paid to all holders of fully paid equity shares. This equity dividend is subject to approval by shareholders at the ensuing Annual General Meeting and has not been included as a liability in these standalone financial statements. The total estimated equity dividend to be paid is '3,569 (March 31, 2023: '2,427).
The interest rate range from 8.57% p.a to 9.30% p.a for the loans outstanding as at March 31,2023.
The term loans outstanding as at March 31,2023 which were availed from HDFC Bank Limited were secured by a Pari-passu charge created on the Company's land located at Teynampet, Chennai and loan availed from Axis Finance Limited was secured by a first charge created on the Company's land and building located at Perungudi, Chennai.
Other borrowing notes
Term loans were applied for the purpose for which they were obtained. Further, short term loans availed have not been utilised for long term purposes by the Company.
Quarterly returns or statements of current assets filed by the Company for the sanction of working capital loans with banks or financial institutions are in agreement with that of books of accounts
The Company has not been declared as wilful defaulters by any bank or financial institutions or other lender.
Information about the Company's exposure to interest rate, foreign currency and liquidity risk is disclosed in note 41.
21.1 Others represents an accrued amount of '59 in the earlier years towards arrears of lease rent for the land taken under lease.
21.2 The Company's exposure to credit and liquidity risk related to other financial liabilities are disclosed in note 41
21.3 Capital creditors includes an amount of '1 (March 31,2023 : '12) due to micro enterprises and small enterprises
22.1 Dues to micro enterprises and small enterprises :
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 28, 2008, which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the Micro, Small and Medium Enterprise Development Act, 2006 ('the Act'). In view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance sheet dates.
31.3. Other statutory information
a. The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
b. The Company does not have any 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)
c. The Company does not have any transactions with struck off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year.
d. The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
1) 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
2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
e. The Company has not received any fund from any persons or entities, 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.
f. The Company does not have any charges or satisfaction which is yet to be registered with Registar of Companies beyond the statutory period as at the reporting date.
g. The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
h. The Company has not entered into any scheme of arrangement as per sections 230 to 237 of the Companies Act, 2013.
34. Contingent liabilities
|
Particulars
|
|
As at 1 As at 31,2024| March 31,2023
|
Claims against the company not acknowledged as debts
|
- Income tax matters
|
|
112 585
|
- Customs matters
|
|
6 6
|
In addition to the above, the Company from time to time is also engaged in proceedings pending with various authorities in the ordinary course of business. Judgement is required in assessing the range of possible outcomes for some of these matters, which could change substantially over time as each of the matters progresses depending on experience on actual assessment proceedings by the respective authorities and other judicial precedents. Based on its internal assessment supported by external legal counsel views, as considered necessary, the Company believes that it will be able to sustain its positions if challenged by the authorities and accordingly no additional provision / disclosures are required for these matters.Management is of the view that above matters will not have any material adverse effect on the Company's financial position and results of operations.
35. Commitments
|
Particulars
|
|
As at
March 31,2024
|
As at
March 31,2023
|
Estimated amount of contracts remaining to be executed account(net of advance)
|
on capital
|
52
|
63
|
Uncalled liability on investment in Auto Tech I, L.P
|
|
188
|
267
|
Balance amount payable towards preferential allotment warrants issued by REVL
|
of shares
|
-
|
375
|
36. Employee benefit plans
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund
I n accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees salary.
The contributions, as specified under the law, are made to the Government.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the superannuation plan are entitled to benefits depending on the years of service and salary drawn.
The Company contributes up to 15% of the eligible employees' salary to LIC every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognised in profit or loss of '152 (for the year ended March 31, 2023 : '141) represents contributions payable to these plans by the company at rates specified in the rules of the plans. As at March 31,2024 contributions of '23 (as at March 31,2023 : '20) had not been paid. The amounts were paid subsequent to the end of the respective reporting periods.
B. Defined benefit plans
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees upon retirement, resignation, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to Life Insurance Corporation of India (LIC). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The defined benefit plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk and salary risk.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and attrition. The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years. Defined benefit liability and employer contributions
The Company expects to contribute an amount of '108 towards defined benefit plan obligations funds for year ending March 31,2025 in view of deficit in plan assets as at March 31, 2024. The weighted average duration of the defined benefit obligation is 4.5 years (March 31, 2023 - 4.1 years). The expected maturity analysis of undiscounted gratuity is as follows:
38. Segment reporting
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 Board of Directors to make decisions about resources to be allocated to the segments and assess their performance. The Board of Directors are considered to be the Chief Operating Decision Maker ('CODM') within the purview of Ind AS 108 Operating Segments.
The Company holds strategic investments in subsidiaries and joint venture / associate entities (collectively called "the Group") that are primarily engaged in single segment viz., manufacturing/marketing of components and providing technological services for Transportation industry and also provides consultancy and other services to the Group. Since the Company prepares consolidated financial statements, segment information has been disclosed in the consolidated financial statements.
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
a) Credit risk (see (ii) below);
b) Liquidity risk (see (iii) below); and
c) Market risk (see (iv) below).
i. Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors along with the top management are responsible for developing and monitoring the Company's risk management policies. The Company's senior management advises on financial risks and the appropriate financial risk governance framework for the Company.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The board of directors oversees the compliance with respect to risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
ii. Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
The Company's receivables are primarily only from its subsidiary, joint venture / associate entities. The Company does not have any history of bad debts in earlier years in respect of receivable from the Group companies and as a result, the Company do not perceive a credit risk with respect to receivables from group companies and no loss allowance for trade receivables was required to be recognised.
Investments are made only with approval of Board of Directors. This primarily include investments in equity instruments of subsidiaries, joint venture/associate entities amongst others. The Company does not expect significant credit risks arising from these investments.
The Company holds cash and cash equivalents and bank balances other than cash and cash equivalents with credit worthy banks as at the reporting dates. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other financial assets comprises of other receivables, long term deposits and rent advance. The Company does not expect any loss from non-performance by these counter-parties.
iii. Liquidity risks
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 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.
Taking into consideration the liquidity position of the Company as at the balance sheet date together with the existing and proposed financing arrangements made for future, the management believes that the liquidity risk is mitigated and that the Company will be able to meet all its obligations arising from settlement of financial liabilities.
iv. Market risks
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters and optimising the return.
The Company is exposed to equity price risks arising from its investments in equity investments. However all the equity investments in group companies are strategic in nature and held for long term period rather than for trading purposes.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily on account of investments and trade receivables.
Sensitivity analysis
A reasonably possible strengthening / weakening of the 'against USD / EURO as at the respective reporting period end would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remains constant.
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 primarily to the Company's debt obligations with floating interest rates.
The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings. A 50 basis point increase or decrease is used and represents management's assessment of the reasonably possible changes in interest rates.
There are no borrowings outstanding as at March 31,2024.
Equity price sensitivity analysis
The sensitivity analysis below have been determined based on the exposure to equity price risks at the end of the reporting period.
If the fair value had been 1% higher / lower, profit for the year ended March 31,2024 would increase / decrease by '41 (March 31,2023: '42) as a result of the changes in fair value of equity investments which have been irrevocably designated at FVOCI.
Offsetting financial assets and financial liabilities
The Company does not have any financial instruments that offset or are subject to enforceable master netting arrangements and other similar agreements.
42. Approval of financial statements
The financial statements were approved for issue by the Board of Directors on May 15, 2024.
See accompanying notes forming part of standalone financial statements As per our report of even date attached
|