"Terms / rights to Equity Shares
The Company has only one class of share referred to as equity shares having a par value of ?1. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding. Apart from this, During the period of five financial years immediately preceeding the Balance Sheet date, the company has not:
(i) allotted any equity shares pursuant to any contract without payment being received in cash; and
(ii) bought back any equity shares.The details of shareholders holding more than 5% shares as at 31 March 2024 and 31 March 2023 are set out below:
Rights, Preferences and Restrictions
The Authorised Share Capital of the Company consists of Equity Shares having nominal value of ' 1/- each. The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.
"The equity shareholders shall have:
(1) a right to vote in shareholders' meeting. On a show of hands, every member present in person shall have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the Company;
(2) a right to receive dividend in proportion to the amount of capital paid up on the shares held. The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or other sums payable have not been paid on due date. In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.
Utilization of right issue proceeds
During the Financial year Ended 31 March 2024, The Company has brought Right Issue on 16 May 2023, wherein fully paid 4,98,60,082 equity shares of ? 10/- each per share alloted on Rights basis to the eligible shareholders. The company has deployed these funds as per the objects of Right Issue Proceeds from subscription to the Issue of Equity shares under Rights Issue of 2023-24, made during the year ended 31 March 2024 have been utilised in the following manner:
The Proceeds from both Right Issues during the year for the purpose of of meeting working capital requirements were utilized in working capital of the Company by payment to outstanding suppliers and advance payment to suppliers for purchase of goods.
Description of nature and purpose of reserve :
a) Security Premium Reserve : The Securities Premium was created on issue of shares at a premium. The reserve is utilised in accordance with the provisions of the Act.
b) General Reserve : The general reserve comprises of transfer of profits from retained earnings for appropriation purpose. The reserve can be distrubuted/utilised by the Group in accordance with the provisions of the Act.
c) Capital Redemption Reserve : The Capital Redemption Reserve represents reserves created against redemption made in past of redeemable preference shares.
d) Retained Earnings : This represent the amount of accumulated earnings of the Group.
e) Pursuant to the members' approval obtained through postal ballot on September 20, 2023 by means of passing a Special Resolution and 'In-Principal Approval' obtained from the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited, the Board of Directors of the Company in their meeting held on November 14, 2023, approved the allotment of 4,57,50,000 fully Convertible Warrants ('Warrants'), carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to 'NonPromoter, Public Category' on preferential basis at an issue price of ? 15/- (Rupees Fifteen Only) per Warrant.
f) Pursuant to the shareholders' approval obtained though postal ballot on November 26, 2023, the Company fixed December 14, 2023as Record Date for the purpose of subdivision/split of 1 (one) Equity Shares and preference shares of the Company having a face value of ? 10/- each into 10 (Ten) Equity shares and Preference shares, respectively, of the company having face value of ? 1 each.
Schedule of Implementation and Deployment of Funds
Since present preferential issue is for convertible warrants, issue proceeds shall be received by the Company in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI (ICDR) Regulation, and as estimated by our management, the entire proceeds received from the issue would be utilized for the all the above-mentioned objects, in phases, as per the company's business requirements and availability of issue proceeds, latest by August, 2025.
Interim Use of Proceeds
Our management will have flexibility in deploying the Proceeds received by our Company from the Preferential Issue in accordance with applicable laws.
i) All Trade payables are non-interest bearing other than amount payable to MSME.
ii) According to information available with the Management, on the basis of intimation received from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'), the Company has amounts due to Micro, Small and Medium Enterprises under the said Note No.42.
iii) The company has obtained confirmations from MSME Creditors with respect to Non Payment of Interest on Amount Payable for more than 45 Days.
The Company exposure to liquidity risk related to the above financial liabilities is disclosed in Note 40.
Amount due to Micro, Small and Medium Enterprises :
(a) There were amounts outstanding to be paid to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) .
(b) No interest is paid/payable during the year to any enterprise registered under the MSMED.
(c) The above information has been determined to the extent such parties could be identified on the basis of the information available with the company regarding the status of suppliers under the MSMED.
Note: 31 Contingent Liabilities
Estimated amount of claims against the company not acknowledged as debts in respect of disputed Income tax matter is Rs 5,94,288 for AY 2012-13 during the year and ? 7,08,788 in previous year.
Note: 32 Employee Benefits
Post-employment benefits plans
(a) Defined Contribution Plans -
In respect of the defined contribution plans, an amount of ' Nil (Previous Year: ' Nil) has been provided in the Profit & Loss account for the year towards employer share of PF contribution.
(b) Defined Benefit Plans -
The Liability in respect of gratuity is determined for current year as per management estimate '. Nil (previous year '. Nil as per management estimate) carried out as at Balance Sheet date. Amount recognized in profit and loss account '. Nil (previous year ' Nil).
Note: 36 Financial risk management
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 has established the Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Committee reports to the Board of Directors on its activities. The Company's risk management policies are established to identify and analyses the risks faced by the Company, to set appropriate risks limits and controls and to monitor risk and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Company's activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The audit committee 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. The audit committee is assisted in its oversight role by internal audit.
Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from the company's receivable from customers. Credit risk is managed through credit approvals establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. The company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade receivables and other financial assets.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will all ways have sufficient liquidity to meets it liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to Company's reputation.
Market Risk
Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and equity prices- will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payable and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk. Thus, our exposure to market risk is a function of revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive in our foreign currency revenues and costs. The Company uses derivative to manage market risk.
Note: 37 Additional Regulatory Information
(i) Company holds immovable property in the current year
(ii) Company doesn't have investment property to value the property as is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(iii) Company doesn't have Property Plant and Equipment to revalue the same (including Right-of Use Assets),based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(iv) Company doesn't have intangible asset to revalue the same , based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(v) Company not provided any loans to Promoters, Directors, Key Managerial Persons or related parties. The loans provided to other body corporates are repayble on demand
(vi) Company doesn't have any Capital-Work-in Progress
(vii) Company have intangible assets under developments
(viii) No benami property held by company, No proceedings has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder
(ix) Company has no borrowings from banks or financial institutions on the basis of security of current assets
(x) Company not declared as wilful defaulter by any bank or financial Institution or other lender
(xi) Company has not done any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956
(xii) Company has not any charges or satisfaction yet to be registered with ROC beyond the statutory period
(xiii) Section 135 of Companies Act, 2013 relating to CSR Policy is not applicable on the Company
(xiv) Compliance with number of layers of companies is not applicable
(xv) Compliance with approved Scheme(s) of Arrangements, if any: NA
(xvi) During the year company has neither borrowed any loans . The company has issued right shares during the year and also share spli from ?10 to ?1
(xvii) The additional information pursuant to Schedule III to the Companies Act, 2013 are either nil or not applicable.
Note: 38 Statement of Management
(a) The current assets, loans and advances are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent if any stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.
(b) Balance Sheet, Statement of Profit & Loss and Cash Flow statement read together with the schedules to the accounts and notes thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and results of the Company for the year under review.
The provision applies to the companies having Net Worth of more than Rs. 500 Crores or Turnover more than Rs. 1000 Crores or Net profit more than Rs. 5 Crores in the preceding financial year. The company's Net profit, Turnover & Net Worth of preceding financial year is below the prescribed limit so the amount required to be spent during the year is NIL.
B. Fair value measurements recognised in the statement of financial position:
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: Cash and cash equivalents, Trade receivables, Other current Financial assets, Trade payable and other current Financial liabilities approximate their carrying amounts largely due to the short-term maturities or nature of these instruments.
Note: 42 Previous year figures have been regrouped / reclassifed wherever necessary to conform to current year's classification.
45 Information on Segment Reporting pursuant to Ind AS 108 - Operating Segments Operating segments:
Dealing In Shares/Securties Engineering Based Services Trading Division - Infrastructure Film Division
Identification of segments:
The chief operational decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss of the segment and is measured consistently with profit or loss in these financial statements. Operating segments have been identified on the basis of the nature of products.
Segment revenue and results
The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure (net of unallocable income).
Segment assets and liabilities:
Assets used by the operating segments mainly consist of property, plant and equipment, trade receivables, cash and cash equivalents and inventories. Segment liabilities include trade payables and other liabilities. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocable assets/liabilities.
The measurement principles of segments are consistent with those used in preparation of these financial statements. There are no inter-segment transfers.
Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
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