Note 5.1 * Exceptional item includes ' 1,173.88 lakh as reversal of impairment provisions of investment which
was provided in the previous year. In furtherance to the approval received from Board of Directors and Shareholders of the Company on 09/11/2023 and 06/03/2024 respectively for the divestment of Aurionpro Solutions W.L.L., for an aggregate consideration of ' 5,427.65 lakhs (US$ 6.5 Mn). (Refer Note: 30.3)
Note 5.2 ** Subsequent to the reassessment of the outlook of the subsidiary financials, the Company has taken impairment provision to the extent of ' 6,395.00 lakhs in the carrying value of its investments shown as an exceptional item in the financial Statements during the year ended 31 March, 2024.(Refer Note 30.1)
ii) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note : During the year, the Allotment committee of Board of Directors in its meeting held on 01/12/2023 approved allotment of 27,00,000 equity shares on preferential basis at an issue price of ' 90/- per equity share, as per the relevant provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Note 16.1
(i) Capital Reserve
The Company recognise profit and loss on sale, purchase and cancellation of the Company's own equity instruments to capital reserve.
(ii) Securities Premium
Securities Premium is used to record premium on issuance of shares. The reserve shall be utilised in accordance with provisions of the Companies Act, 2013.
iii) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
iv) Other Comprehensive Income
Other Comprehensive Income refers to items of income and expenses that are not recognised as a part of the profit and loss account.
Note 24.2 Revenues in excess of invoicing are classified as contract assets (which is referred as unbilled revenues). Changes in contract assets are directly attributable to revenue recognised based on the accounting policy defined and the invoicing done during the year. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures as the revenue recognised corresponds directly with the value to the customer of the Company's performance completed to date.
Note 24.3 The Company has transferred its Interactive Communication Business (Interact DX) to Aurionpro with effect from 30 September, 2023, in accordance with the terms of the Business Transfer Agreement (BTA) that the Company agreed into with Aurionpro Solutions Limited ('Aurionpro').
Aurionpro has started the process of executing novation agreements with the Company as well as with previous customers. During the transition time, the Company is billed by Aurionpro of ' 2,513.79 lakhs and in turned back to back billing arrangement capacity, the Company has billed to the erstwhile ultimate customers and reported the revenue by netting off to the extent for the half year ended 31 March, 2024.
Note 30.1 *Subsequent to the reassessment of the outlook of the subsidiary financials, the Company has taken impairment provision to the extent of ' 6,494.23 lakhs in the carrying value of its investments and other assets shown as an exceptional item in the financial results during the year ended 31 March, 2024. This exceptional item represents a significant and non-recurring transaction or event that is material to the financial performance and position of the Company.
Note 30.2 ** The Company completed the sale of the Interactive Communication Business (Interact DX) as a going concern and on a slump sale basis to Aurionpro Solutions Limited (Aurionpro) for an all cash composite consideration of ' 14,000 lakhs, which includes equally for the Company's India and Singapore businesses, following shareholder approval on September 29, 2023 and execution of the Business Transfer Agreement (BTA) on September 30, 2023. The Company has accounted for this transaction in accordance with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations" and Ind AS 103 "Business Combination" and has considered the 'Agreement Effective Date', i.e. close of business hours on 30/09/2023, as the date of transfer. The gain of ' 5,155.77 lakhs on slump sale of India operations business being the difference between sale consideration and net assets transferred shown as an exceptional item in the financial results during the year ended 31 March, 2024.
Note 30.3 *** e approval received from Board of Directors and Shareholders of the Company on
09/11/2023and 06/03/2024 respectively forthe divestment of AurionproSolutions W.L.L., for an aggregate consideration of ' 5,427.65 lakhs (US$ 6.5 Mn). Exceptional item includes ' 1,173.88 lakhs as reversal of impairment provisions of investment which was provided in the previous year.
(' in lakhs)
Note 31. Contingent Liabilities and Commitment (as represented by the Management)
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As at 31 March, 2024
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As at 31 March, 2023
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(i) Guarantees given by the Company on behalf of its Subsidiary
(ii) Disputed Liabilities not provided for Taxation matters and legal cases
(iii) Commitments:
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for
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-
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-
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138.14
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331.49
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2,262.02
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2,262.02
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Note 34. Segment Reporting
The Company has presented segment information in the Consolidated Financial Statements. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in these standalone financial statements.
Note 39. Capital Management
Equity share capital and other equity are considered for the purpose of Company's capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management's judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
Note 40. Financial Instruments
(i) Valuation
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.
The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills and Mutual Funds is measured at quoted price or NAV.
The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
(ii) Financial Risk Management
The Company's business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk,
The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company's financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and the financial assets include trade receivables, deposits, cash and bank balances, other receivables etc. arising from its operation.
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: Foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk.
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 carrying amounts of the Company's net foreign currency exposure (net of forward contracts) denominated monetary assets and monetary liabilities at the end of the reporting period as follows:
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Fair Value Sensitivity Analysis for Fixed-Rate Instruments
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
The Company is exposed to equity price risks arising from equity investments which is not material Derivative Financial Instruments
The Company does not hold derivative financial instruments Credit Risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
Trade Receivables
Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be a single class of financial assets. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.
Other Financial Assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and/or domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, quoted bonds issued by Government and Quasi Government organizations and certificates of deposit which are funds deposited at a bank for a specified time period.
Liquidity Risk
Liquidity risk refers to risk of financial distress or extra ordinary high financing cost arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and require financing. The Company's objective is to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. Processes and policies related to such risk are overseen by senior management and management monitors the Company's net liquidity position through rolling forecast on the basis of expected cash flows.
Note 41. Employee Benefits
Defined Contribution Plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue.
Defined Benefit Plans
The Company has a scheme for payment of gratuity to all its employees as per the provisions of the Payment of Gratuity Act, 1972. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a unfunded plan.
Note 43. Disclosure requirements as notified by MCA pursuant to amended Schedule III
Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given elsewhere in any other notes to the Financial Statements
Definitions:
1 Current Ratio (in times) = Current Assets /Current Liabilities
2 Debt Equity Ratio (in times) = Debt / Equity
3 Debt Service Coverage Ratio (in times) = Earnings for debt service (Net Profit after tax Non-cash operating expenses: depreciation and amortisation Finance Cost Exceptional Loss) / Debt service ( Interest & Lease Payments Principal Repayments of long term borrowings)
4 Return on Equity Ratio (in %) = Net Profit After Tax / Shareholder equity
5 Inventory Turnover Ratio (in times) = Cost of goods sold / Average Inventory
6 Trade Receivables Turnover Ratio (in times) = Revenue from operations/ Trade Receivables
7 Trade Payables Turnover Ratio (in times) = Operating Expenses and Other expenses / Trade Payables
8 Net Capital Turnover Ratio (in times) = Revenue from operations / Working Capital
9 Net Profit Ratio (in %) = Net Profit After Tax / Revenue from operations
10 Return on Capital Employed (in %) = Earnings before interest and tax / Capital employed (Net worth Long term borrowings -Deferred tax assets)
11 Return on Investment (in %) = Interest income on bank deposits / Bank Fixed Deposits
(ii) The Company did not have any transactions with struck-off companies.
The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
(iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iv) The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.
(v) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period
(vi) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
(vii) The company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities(intermediaries), with the understanding that the intermediary shall
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(viii) 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
(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,
(ix) The Company does not have any transactions which is not recorded in the books of accounts but 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)
(x) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act 2013 read with Companies (Restrictions on number of Layers) Rules, 2017.
Note 44. Discontinued Operations
During the year, the Company has completed the sale of the Interactive Communication Business (Interact DX) as a going concern and on a slump sale basis to Aurionpro Solutions Limited (Aurionpro) for an all cash composite consideration of ' 14,000 lakhs, which includes equally for the Company's India and Singapore businesses, following shareholder approval on September 29, 2023 and execution of the Business Transfer Agreement (BTA) on September 30, 2023 ('Agreement Effective Date', i.e. close of business hours on 30/09/2023, as the date of transfer).
The Company has accounted this transactions in accordance with Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations" and Ind AS 103 "Business Combination". The corresponding numbers in the financial statements for the previous year have been presented as if these operations were discontinued in the prior year as well.
Note 45. Prior Period of Comparative
The previous figures have been regrouped/ reclassified wherever necessary to make them comparable with those of the current year.
Note 46. Authorisation of Financial Statements
The financial statements were approved by the Board of Directors on 23 May, 2024
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