4.18 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a 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 reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingencies
Provision in respect of contingencies relating to claims, litigation, assessment, fines, penalties etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.
Contingent liabilities and contingent assets:
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.
4.19 Standards issued but not yet effective
The Ministry of Corporate Affairs (MCA) notifies new standards of amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
“FY 2022-23
Management has reviewed company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and employees standing in the books as on March 31,2023. After reassessment and review with Auditor's, company has decided to write back balances of ? 43.77 Mn .”
includes Advance received from customers and floating working capital maintained by retailer or distributor.
*The company is of the view that it is in possession of all valid evidences to claim input credit of GST, moreover company has contested the SCN issued by the GST authorities. But as prudent accounting practice, it has taken conservative approach and provided for in the books. GST Payable consist of balance payable of ? 31.55 mn for FY 2020-21 and remaining balance payable of Rs 2.08 mn For FY 2023-24.
**Stamp duty
"The Superintendent of Stamp duty, Gandhinagar has passed an order dated 7th January 2022, under section 39(1)(b) of Gujarat Stamp Act,1958 to recover an amount of stamp duty of ? 58.50 mn with penalty based on the order passed dated 28th June 2021 under section 31 of the Gujarat Stamp Act, 1958 which was related to issue of shares pursuant to order dated 27th November 2020, sanctioned the Composite Scheme of Arrangement amongst Infibeam Avenues Limited ('Infibeam'), Suvidhaa Infoserve Limited ('Suvidhaa'), DRC Systems India Limited ('DRC') and NSI Infinium Global Limited ('NSI') and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ('Scheme') leading to Transfer and vesting of the SME E-Commerce Services Undertaking from Infibeam to Suvidhaa, Themepark & Event Software Undertaking from Infibeam to DRC and the E-commerce Business undertaking from NSI to Suvidhaa.
The Collector and Addl. Superintendent of Stamps, Gujarat in the matter of the Stamp duty payable on Composite Scheme of Arrangement of Demerger and Transfer amongst Infibeam Avenues Limited and NSI Infinium Global Limited and Suvidhaa Infoserve Limited and DRC Systems India Limited and their respective shareholders ('hereinafter referred to as 'Scheme of Arrangement” or "Scheme”) as sanctioned by the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench, vide its order dated 27th November 2020, issued order dated 28-06-2021 and 2702-2023 having opinion to pay Stamp Duty of ? 5,24,43,511/- (Rupees Five Crores Twenty Four Lacs Forty Three Thousand Five Hundred Eleven only) and penalty under Section 39(1) (kh) of ? 1,69,19,000/- (One Crore Sixty Nine Lacs, Nineteen Thousand only) aggregating to ? 6,93,62,511/-(Rupees Six Crore Ninety Three Lacs, Sixty Two Thousand Five Hundred Eleven only). Company is of the view that authorities have erred in not calculating amount of stamp duty as per provision of the Act and hence company has filled an appeal before the Hon'ble Chief Controlling Revenue Authority, Gujarat by depositing 25% of the aforesaid amount ? 1,73,40,628. Matter is pending hearing with the authority”
*FY 2023-24
Management has done an exensive review of company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and employees standing in the books as on March 31, 2024. After reassessment and review with Auditor's, and post board approval, the company has decided to write back balances of ?25.13 Mn.
*FY 2022-23
Management has reviewed company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and employees standing in the books as on March 31,2023. After reassessment and review with Auditor's, and post board approval, the company has decided to write back balances of ?91.04 Mn.
Note 28 : Shared based payments
In conformity with the guidance note on "Accounting for Employee Share-based Payments" issued by The Institute of Chartered Accountants of India in respect of the grants made on or after 1 April 2005, the following disclosures are made:
1. ESOP Scheme 2018
a.Nature and extent of Employee Share-based Payment Plans:
On 17 april 2018, the Shareholders of the Company approved the SIPL - ESOP 2018 ("the Scheme"), which has been proposed by the Board for the benefits of the employees and Directors of the Company. The Scheme is administered and supervised by the members of the Board.
The Board in its meeting on May 25, 2018 has adopted the SIPL ESOP 2018 and resolved to grant/issue to emoloyees under SIPL ESOP 2018, Employee stock options as they case may be exercisable in to Equity Shares having face value of ? 1/- (Rupee one each) not exceding 85,00,000 equity shares at such terms and conditions may be decided by the Board.
As per the Scheme, issue of stock options to the employees will be at an exercise price, equal to the fair value on the date of grant, as determined by an independent registered valuer.
rent financial assets and other financial liabilities approximate their carrying amounts largely due to the short term maturities of this instrument.
* The management assessed that carryi ng value approximates to the fair value.
Fair value hierarchy
Level 1 - Quoted price (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted price included within Level 1 that are observed for the assets or liability either
directly (i.e., as prices) or indirectly (i.e., derived from prices)
Level 3 - Inputs for assets or liabilities that are not based on overvalued market data(unobservable inputs.)
Level 2 - Valuation technique and significant observable inputs for assets and liabilities
B. Financial risk management
The Company has exposure to the following risks arising from financial instrument:
1. Credit Risk;
2. Liquidity Risk; and
3. Market Risk.
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 Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The finance team recommend risk management objectives and policies. The activities of the operations include management of cash resources, borrowing strategies and ensuring compliance with market risk limits and policies.
The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set appropriate risk limits and controls and to monitor risk and adherence to limits. Risk management policies and system 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 employee understand their roles and obligations .
Risk Management Committee was duly constituted as per Regulation 21 of SEBI (LODR), Regulations, 2015 and it oversees how management monitors compliance with the company's 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
The credit risk is the risk of financial loss to the Company if a customer or counterparty to financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.
Financial Instrument and Cash Deposits
The credit risk from the balances/deposits with Banks, current investment, and other financial assets are managed in accordance with company's policy. Investment of surplus funds are primarly made in Liquid/Short term Plan of bank deposits which carry a external rating.
Trade receivables
Trade receivables of the company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for imapairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.
The maximum exposure to credit risk for trade receivables by geographic region was as follows:
The above receivables which are past due to but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been significant change in credit quality and the amount were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets other that are past due but not impaired except for Trade receivables as at March 31,2024 and march 31,2023.
iii. Liquidity risk
Liquidity risk is the risk that 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.
The table below summarises the maturity profile of the company's financial liabilities based on contractual undiscounted payments:
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. Financial instruments affected by market risk include loans borrowings and deposits.
Foreign currency risk
Not Applicable
Foreign currency sensitivity
Not Applicable Interest rate risk
Interest rate risk is the risk is that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposures to the risk of changes in market interest rates relates primarily to the Company's long term debt obligation with floating interest rates.
Since the company does not have any borrowings therefore it is not applicable.
Note: 32 Capital Management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves at-tribuable to the equity holders of the company. The primary objective of the Company's capital management to ensure that it maintain an efficient capital structure in order to support its business and maximise share holder value.
The company manages its capital structure and makes adjustments to it in light of changes in economic condition or its business requirements. To maintain or adjust the capital structure, the Company may adjust dividend payment to share holders, return
Note 34 : Business Combinations
(i) Acquisition of SME E-Commerce Services Undertaking and the E-Commerce Business Undertaking vide Scheme of Arrangement
The Hon'ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated November 27, 2020, sanctioned the Composite Scheme of Arrangement amongst Infibeam Avenues Limited ('Infibeam'), Suvidhaa Infoserve Limited ('Suvidhaa'), DRC Systems India Limited ('DRC') and NSI Infinium Global Limited ('NSI') and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ('Scheme') leading to Transfer and vesting of the SME E-Commerce Services Undertaking from Infibeam to Suvidhaa, Themepark & Event Software Undertaking from Infibeam to DRC and the E-commerce Business undertaking from NSI to Suvidhaa. The Scheme became effective upon filing of certified copy of the order with the Registrar of Companies (RoC) on December 2, 2020. The Appointed Date for the Composite Scheme of Arrangement was April 1, 2020 and the Record Date was set as December 11, 2020 for the purpose of determining the shareholders for issuance of Equity Shares.
"In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the SME E-Commerce Services Undertaking and the E-Commerce Business Undertaking into Suvidhaa pursuant to the provisions of this Scheme, Suvidhaa has, without any further act or deed, issued and allotted to each shareholder of lnfibeam, whose name is recorded in the register of members and records of the depositories as members of Infibeam, on the Record Date in the following ratio: 197 (One Hundred Ninety-Seven) equity shares of Re. 1/- (Rupee One Only) each of Suvidhaa Infoserve Limited credited as fully paid-up for every 1,500 (One Thousand Five Hundred) equity shares of Re. 1/- (Rupee One Only) each held by such shareholder in Infibeam Avenues Limited;"
"In accordance with the scheme, the acquisition of undertakings has been accounted as prescribed by Ind AS 103 "Business Combinations".
Accordingly, the accounting treatment has been given as under:
All the assets and liabilities of acquired undertaking as at April 01,2020 have been recorded at their fair values and the net assets value have been adjusted against Capital Reserves under Other Equity. The equity shares have been allotted during the year post approval of scheme out of the said reserve"
Note : 36 Additional regulatory information required by Schedule III
a) No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.
b) No borrowings were obtained by the Company from banks and financial institutions.
c) The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
d) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
e) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
f) The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) and Intangible assets during the current or previous year. The Company did not have any Investment Property during the current or previous year.
g) Other than in the normal and ordinary course of business there are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company; or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There have been no funds that have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
h) The Scheme of Arrangements has been approved by the Hon'ble National Company Law Tribunal (NCLT) in terms of sections 230 to 232 of the Companies Act, 2013. Effect of such Scheme of Arrangements has been accounted for in the books of account of the Company 'in accordance with the aforesaid Schemes' and 'in accordance with accounting standards'.
i) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
j) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
k) In the opinion of the board, Loans and Advances and Current Assets are approximately of the value stated, if realized in the ordinary course of business.
l) Net Exchange Gain included in the profit and loss account is ? NIL (Gain in PY ? NIL).
m) The Company is in compliance with number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 during the year ended March 31, 2024 and March 31, 2023.
Note 38 : Events occurred after the Balance Sheet date:
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of financial statement to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 30th May 2024 there were no material subsequent events to be recognized or reported that are not already disclosed.
Note 39 :
Figures have been rounded off to the nearest rupee.
Note 40
Previous year figures have been reg rouped or recast wherever necessary to make them comparable with those of the current year.
As per our report of even date
For For and on behalf of the board of directors of
G S Mathur & Co Suvidhaa Infoserve Limited
ICAI Firm Registration No: 008744N CIN : L72900GJ2007PLC109642
Sd/-
Bhargav Vaghela Sd/- Sd/- Sd/- Sd/-
Partner Tanuj Rajde Naresh Sharma Prashant Thakar Harish Chalam
Membership No.: 124619 Chairman (Non-executive) Managing Director CFO & Director Company Secretary
DIN:09066867 DIN:09071085 DIN:03179115 M. No: A61487
Ahmedabad Mumbai Mumbai Mumbai Mumbai
Date: May 30, 2024 Date: May 30, 2024 Date: May 30, 2024 Date: May 30, 2024 Date: May 30, 2024
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