(b) Terms/rights attached to equity shares/warrants
The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. Dividend, if any, proposed by the board of Directors is subject to approval of shareholders in an annual general meeting except in the case of interim dividend. 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.
*During the year ended 31 March 2024, the Company has made allotment of 200,000 equity shares at Rs 10 per equity share to the eligible employees on exercise of employee stock option scheme.
(e) The Company has not issued any shares pursuant to contract without payment being received in cash, or allotted as fully paid up by way of bonus shares or bought back any shares during the period of immediately preceding five years except for equity shares allotted under the Employee stock option plan as consideration for services rendered by employees for which only exercise price has been received in cash.
(a) The Company restructured its business in the financial year 2010-11 resulting in creation of Capital Reserve amounting to Rs. 60,523.24 lakhs. The aforementioned reserve has been reconciled to amount recognised in the books of accounts except for Rs. 365.36 lakhs. In view of very old matter, probability of reconciliation is remote and also being amount not material in comparison to total capital reserve, the Company, as conservative measure, has decided to carry the same under Capital Reserve. The management believes that there is no impact of the same on statement of profit and loss.
(b) Nature and purpose of other reserves
(i) Securities premium
Securities premium represents premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Capital reserve:
This reserve represents the excess of net assets taken, over the cost of consideration paid at the time of amalgamation done in prior years. This reserve is not available for the distribution to the shareholders.
(iii) Employees' stock options outstanding account
The account is used to recognise the grant date value of options issued to employees under Employee stock option plan and adjusted as and when such options are exercised or otherwise expire.
(iv) Retained earnings
Retained earnings comprise of the Company's accumulated undistributed profits/(losses) after taxes.
(a) Vehicle loan of Rs. 150.00 lakhs from ICICI Bank Limited against which outstanding Rs. 143.92 lakhs (31 March 2023: Rs. Nil) carries an interest @ 10.25% per annum and repayable in 84 EMI (remaining EMIs 79). The loan is secured against hypothecation of vehicle.
Vehicle loan of Rs. 71.68 lakhs from Axis Bank Limited against which outstanding Rs. 62.63 lakhs (31 March 2023: Rs. Nil) carries an interest @ 8.75% per annum and repayable in 60 EMIs (remaining EMIs 51). The loan is secured against hypothecation of vehicle.
Commercial vehicle loans of Rs. 299.18 lakhs from HDFC Bank Limited against which outstanding Rs. 262.27 lakhs (31 March 2023: Rs. Nil) carries an interest @ 8.56% to 9.17% per annum and each loan repayable in 60 EMIs (remaining EMIs 50-51). The loans are secured against hypothecation of respective vehicles.
(b) Refer note 41 and 41(a) for disclosure of fair values in respect of financial liabilities measured at amortised cost and analysis of their maturity profiles.
a. Working capital facility sanctioned of Rs. 7500 lakhs from a bank carries an interest rate based upon MCLR @ 8.50% per annum. This facility is secured against stock and book debts of the Company and first charge on existing Block of assets (Property, Plant and Equipment) excluding vehicles on which separate charge has been created. Further secured by corporate guarantee and hypothecation/mortgage of block of assets/immoveable properties given by a related party (Vishal Water World Private Limited) and personal guarantees given by Mr. Ram Chandra Agarwal & Ms. Uma Agarwal, directors of the Company.
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31 March 2024
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31 March 2023
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34 Contingencies and commitments
(a) Contingent liabilities (to the extend quantified by respective authorities)
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|
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Claims against the Company not acknowledged as debt [refer note (i) below]
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1,579.67
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1,597.17
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Dispute under sales tax law (matters under appeal) [refer note (ii) below]
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2,953.20
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2,520.94
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Dispute under service tax law (matters under appeal) [refer note (iii) below]
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302.08
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302.08
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Disputes under income tax law
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1042.54
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1,014.34
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(i) The Company has certain cases/disputes aggregating to Rs. 1,579.67 lakhs (31 March 2023: Rs. 1,597.17 lakhs) involving customers, vendors and ex-employees. Whilst the impact of these litigations on these financial statements can only be ascertained on the settlement of such cases/disputes, management has broadly assessed that based on the merits of such cases, the Company has reasonably good chances of succeeding and accordingly, no provision has been recognised in these standalone financial statements.
(ii) The Company has certain litigations related to Sales tax and Values added tax (VAT) pending under West Bengal Value Added Tax Act, 2003 aggregating to Rs. 2,250 lakhs ( 31 March 2023 Rs. 2,250 lakhs), The Assam Value Added Tax Act, 2003 aggregating to Rs. Nil (31 March 2023 Rs. 7.20 lakhs), The Uttar Pradesh Value Added Tax Act, 2008 aggregating to Rs. 261.72 lakhs (31 March 2023 Rs. 24.46 Lakhs), The Haryana Value Added Tax Act, 2003 aggregating to Rs. 59.79 lakhs( 31 March 2023 Rs. 59.79 lakhs) and The Bihar Value Added Tax Act, 2005 Rs. 381.69 lakhs (31 March 2023 Rs. 179.49 lakhs). Whilst the impact of these litigations on these financial statements can only be ascertained on the settlement of such cases/disputes, management has broadly assessed that based on the merits of such cases, the Company has reasonably good chances of succeeding and accordingly, no provision has been recognised in these standalone financial statements.
(iii) The Company has pending litigation related to service tax under Finance Act, 1994 amounting to Rs. 302.08 lakhs (31 March 2023: Rs. 302.08 lakhs). Whilst the impact of these litigations on these financial statements can only be ascertained on the settlement of such cases/disputes, management has broadly assessed that based on the merits of such cases, the Company has reasonably good chances of succeeding and accordingly, no provision has been recognised in these standalone financial statements.
(b) Commitments
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31 March 2024
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31 March 2023
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i. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance)
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532.54
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207.77
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ii The Company has entered into lease arrangements during the year for which company is liable to pay rent of Rs. 1,362.53
lakhs on commencement of store for non cancellable period subject to compliance of terms and conditions of lease agreements.
35 Segment information
In accordance with Ind AS 108, the Board of directors, being the Chief operating decision maker of the Company, has determined that the Company is engaged in the business of retail trade of garments, textiles and accessories in India and there are no separate reportable segments as per Ind AS 108. The Company's operations are confined only to India. There are no customer accounting for more than 10% of its revenue.
36 a) During the year provision of Rs. 1646.50 lakhs (31 March 2023: Rs. 689.34 lakhs) on account of written down of inventories
has been charged to Statement of Profit and Loss on account and included in change of inventories of stock in trade.
b) The Company carries a provision of Rs. 2343.16 lakhs as at 31 March 2024 (31 March 2023: Rs. 696.66 lakhs) in view of management this provision is adequate to meet future realisation loss on sale of old inventories.
c) Based on the physical verification, the Company has written-off inventory Rs. 634.46 lakhs in previous year which has been adjusted against the provision created in earlier years.
A Gratuity
The Company operates gratuity plan where in every employee is entitled to benefit equivalent to 15 days salary (includes dearness allowance) last drawn for each completed year of service. The same is payable on termination of service, or retirement, or death whichever is earlier. The benefits vests after five years of continuous service. Gratuity benefits valued were in accordance with The Payment of Gratuity Act, 1972.
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and amounts recognised in the balance sheet for the Gratuity plan:
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied which was applied while calculating the defined benefit obligation liability recognised in the balance sheet.
1 The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2 The estimates of future salary increase considered takes into account the inflations, seniority, promotion and other relevant factors on long term basis.
3 The weighted average duration to the payment of these cash flows is 1.71 years (31 March 2023: 1.73 years).
B Defined contribution scheme
The Company's state governed provident fund scheme and employee state insurance scheme are considered as defined contribution plans. The contribution under the schemes is recognised as an expense in the statement of profit and loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds. The amount of contribution made by the Company to employees' provident fund and employee state insurance is Rs. 435.30 lakhs and Rs. 107.11 Lakhs, respectively (31 March 2023: Rs. 300.54 lakhs and Rs. 90.36 lakhs).
38 Share based payment (ESOP)
The Company provides Share-Based Payment Scheme to its employees. During the year ended 31 March 2017, an Employee Stock Option Plan was introduced. In the Annual General Meeting held on 30 September 2016, the share holders has approved V2 R-Employee Stock Option Scheme 2016 ('ESOP 2016') and grant of options to the eligible employee of the company under the Scheme.
39 Revenue from Contracts with Customers
"Indian Accounting Standard 115 Revenue from Contracts with Customers (”Ind AS 115"), establishes a framework for determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through a 5-step approach:
(i) Identify the contract(s) with customer;
(ii) Identify separate performance obligations in the contract;
(iii) Determine the transaction price;
(iv) Allocate the transaction price to the performance obligations; and
(v) Recognise revenue when a performance obligation is satisfied.
The granted options can be exercised at any time before the expiry of 3 months from vesting date.
Employees benefits expense includes Rs. 13.17 lakhs (31 March 2023: Rs. 172.38 lakhs) towards proportionate cost of ESOP options granted. During the current year the Company has issued 200,000 equity shares to eligible employee on exercise of their options and balance 25,000 ESOP has lapsed due to non exercise of options. Average price was Rs. 82.00 per equity share on the date of exercise of options.
Significant changes in contract assets and liabilities
There has been no significant changes in contact assets/contract liabilities during the year. Performance obiligation:
Performance obligation is satisfied at a point of time.
Payment term:
Company generally sales goods to customer when its received payment from customers. Obligations:
Company sell its products to the end customer with a right of return within 7 days.
Note: Investment in equity instrument of subsidiary is measured at cost as per Ind AS 27 "Separate Financial Statements" and hence, not presented here.
B Fair values hierarchy
The fair value of financial instruments as referred to in note (A) above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements]. Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
C Fair value of instruments on recurring basis measured at amortised cost
Fair value of instruments measured at amortised cost for which fair value is disclosed is as follows, these fair values are calculated using Level 3 inputs:
"Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables. The carrying amount of financial assets represents the maximum credit exposure.
- cash and cash equivalents,
- loans and receivables carried at amortised cost, and
- deposits with banks
- financial guarantee"
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system, continuously monitoring defaults other counterparties, identified either individually or by the company, and incorporates this information into its credit risk controls. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
A: Low B: Medium C: High
The management assessed that fair values of cash and cash equivalents, trade payables, Interest accrued on bank deposits with banks, other current financial assets and other current financial liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of borrowings, lease liabilities and other financial assets and liabilities are considered to be the same as their fair values, as there is an immaterial change in the lending rates.
Cash & cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.
Trade receivable and other financial assets measured at amortised cost
Other financial assets measured at amortized cost includes trade receivable, advances to employees, security deposits and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits. The Company's trade receivables does not have any expected credit loss as the Company sells products once the entire payment is received except some sales are made through E-Commerce operators during the earlier year on which the Company has created life time expected credit loss.
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. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
a) Interest rate risk i) Liabilities
The Company's policy is to minimise interest rate cash flow risk exposures on long-term financing. As at 31 March 2024, the Company is exposed to changes in market interest rates through bank borrowings at variable interest rates.
B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity of Company based on their contractual maturities for all non-derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
ii) Assets
The Company's fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
42 Capital management
The Company's capital management objectives are
- to safeguard their ability to continue as a going concern
- to maintain an optimal capital structure to reduce the cost of capital
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.
Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Company's adjusted net debt to equity ratio at 31 March 2024 and 31 March 2023 are as follows.
43 Advertising advance to Bennett, Coleman and Company Limited (BCCL)
The Company executed an Advertisement contract dated 7 July 2015 for the period of 5 years with Bennet Coleman and Company Limited (BCCL), pursuant to which the Company has agreed to give advertisements of Rs. 5,000 lakhs, being the total commitment and BCCL has extended credit facility of Rs. 3,250 lakhs to be utilized in accordance with the terms of aforesaid agreement. The total commitment was reduced to Rs. 2,500 lakhs and the credit amount was reduced to Rs. 1,625 lakhs vide 1st amendment agreement dated 17 July 2022. The aforesaid agreement was extended four times for a term of one year each and the management is confident of its renewal beyond July 7, 2024 basis its ongoing discussion with BCCL and past practice. The Company has paid Rs. 1,553.48 lakhs till year ended 31 March 2024 (outstanding since April, 2019,) pursuant to this contract and disclosed this amount under "other non-current assets" as at 31 March 2024. Further, the management is confident of utilising the above advance with in extended contractual period and therefore, has considered the aforesaid advance as good and recoverable.
The Company had elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as per MCA notification dated 24 July 2020 and 18 June 2021 on Ind AS 116 for rent concessions which are granted due to COVID-19 pandemic. Accordingly, it has accounted for Rs. Nil in year ended 31 March 2024, (Rs.29.33 lakhs in year ended 31 March 2023) under head other income with respect to unconditional rent concessions confirmed by the landlord.
For movement of lease liability refer note no. 3(i)(b) and for maturity profile of lease liability refer note 41(a).
46 The Company has performed physical verification of property, plant and equipment during the year ended 31 March 2023 in accordance with the phased program of conducting such verification over a period of 3 years. However, the Company is in process of performing related reconciliation of such physical verification with the underlying fixed asset register maintained by the Company. The management does not expect any adjustment to be material to the financial statements.
47 No adjusting or significant non-adjusting events have occurred between 31 March 2024 and the date of authorisation.
48 Other Statutory Information
45 Ind AS 116 - Leases
The Company has leases for the office , warehouse, retail stores and others. With the exception of short-term leases and leases with variable lease payments, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The lease terms for office premises, warehouse and store sites are for an period of one year to fifteen years and having a lock-in period ranging from one to three years. The lease are further renewable on expiry of total lease term subject to mutual consent of both the parties. The Company also sub lease portion of retail stores. However, the sub-lease income is not material to the total lease outflows.
(i) The Company do not have any transactions with struck off companies during the year and previous year.
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iii) The Group have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(v) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(vi) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(vii) "The Company has not advanced or loaned or invested funds during the year to any other person(s) or entity(ies), 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 fund from any person(s) or entity(ies), including foreign entities (Funding Party) during the year and previous year, 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 has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year and previous 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) Borrowings obtained during the year and previous year by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
(xi) The Company has been sanctioned working capital limit from bank on the basis of security of current assets. There are following differences between books of account of the respective quarters and quarterly returns/ statements filed by the Company with the bank:
51 The Board of Directors of the Company has not declared any dividend during the current year and previous year.
52 Previous year's figures has been regrouped and/or reclassified wherever necessary to conform to the current year's groupings and classifications, however, the regrouping is not material therefore, details are not given.
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