1. Non disposal undertaking given to banks for 51% shares held by the Company for loan taken by subsidiary Company viz Digital Ventures Private Limited.
2. 0.01 %, Compulsorily Convertible Debentures (CCD) of H 100 each fully paid up are compulsorily convertible into equity shares at a conversion rate to be decided based on fair value of equity shares any time from the date of allotment but not later than 10 years from the date of allotment.
3. During the previous year, Company had converted outstanding unsecured loan (including interest thereon) and receivables from Digital Ventures Private Limited (DVPL) into 0.01 %, Unsecured Unrated Unlisted Optionally Convertible Debentures (OCD) of H 10 each at par value amounting to H/lakhs 11,578.89 for non cash consideration, with the conversion tenure of 10 years at the option of the issuer or OCD holder to be excercised any time during the tenure and shall be convertible into Equity shares of H 10 each fully paid up at issue price of H 17.36 per Equity share, thus 1000 OCD of H 10 each shall be convertible into 576 Equity shares of H 10 each at premium of H 7.36 per share. Further any OCD not converted into Equity shares at the end of the tenure shall be redeemed at par value.
4. Investments in MT Educare Limited (MTEL) was fully impaired in previous year on account of commencement of Corporate Insolvency Resolution Process (CIRP) of MTEL. MTEL ceased to be subsidiary due to loss of control for the reasons fully explained in note 58 of the standalone financial statements and accordingly the said investment has been classified as carried at fair value through profit and loss. As the said investment is fully impaired due to CIRP, the fair value adjustment is not required.
b) Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of H 1 each. The Company declares and pays dividend in Indian Rupees. The final dividend 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 preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
c) The Company has not issued any bonus shares or shares issued for consideration other than cash or bought back equity shares during the five years preceding 31 March 2024.
f) Employees Stock Option Scheme (ESOP)
The Company had amended its Employee Stock Option scheme (ZLL ESOP 2010) to ZLL ESOP 2010- AMENDED 2015 to align the scheme with provisions of Companies Act 2013 and the SEBI (Share Based Employee Benefits) Regulations 2014 for issuance of upto 16,007,451 stock options (increased from 6,136,930) convertible into equivalent number of equity shares of H 1 each not exceeding the aggregate of 5% of the issued and paid up capital of the Company to the employees of the Company and its subsidiaries as amended in board resolution dated 30 September 2016 at the market price determined as per the Securities and Exchange Board Of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021. The said Scheme is administered by the Nomination and Remuneration Committee of the Board.
i) During the earlier years, the Company modified/repriced 82,70,157 outstanding (as on 31 Dec 2019) stock option granted (whether vested or not but yet to be exercised) to option grantees, in one or more tranches under the Employees Stock Option Scheme 2010 as amended in 2015 (hereinafter referred to as "Scheme"), exercisable into not more than 82,70,157 (as on 31 Dec 2019) fully paid-up equity shares of face value of H 1/- (Rupee one) each upon payment of the Exercise price ranging from H 18.70 to H 42.20 per option, as above to H 14.10 per option w.e.f 24 April 2020, and as a consequence thereof and as connected therewith, extend the exercise period by four years from the date of shareholders approval in Annual General Meeting held on 30 December 2020.
(i) Debentures
650 (650) 10.40% Rated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) of H 10.00 each fully paid up aggregating to H/lakhs 2,960.92(H/lakhs 2,667.17) [including interest of H/lakhs 409.82 (H/lakhs 116.07)], are issued for a period of 5 years and 3 months from the date of allotment as per original terms. The terms of the NCDs were revised w.e.f. 14 July 2020. As per the revised terms 650, 10.02% (revised coupon rate) NCDs of H/lakhs 6.85 (revised face value) were redeemable by
13 July 2022 in three instalments starting from 13 January 2021. Further, the terms of NCDs were revised again and accordingly were redeemable till 13 March 2023. During the previous year, the terms of NCDs were revised again and accordingly were now redeemable till 13 August 2023. However, the company has defaulted in redemption of debentures and payment of interest on such debentures during the previous year and current year. The overdue amount of debentures as at 31 March 2024 is H/lakhs 2,949.00 (H/lakhs 1,701.25) (including interest accrued), the details whereof are given in note viii and ix below. The NCDs are secured by first pari passu charge on all the fixed and current assets, all the rights, titles and interest to provide security cover of 1.1 times on outstanding amount.
(ii) Intercorporate deposits - Unsecured
The ICD carries interest @ 12.5% p.a. and is repayable on or before 05 April 2029.
(iii) The Company had taken secured loan of H/lakhs 3,500.00 lakhs and overdraft facility of H/lakhs 1,900.00 lakhs vide credit facility sanction letter dated 18 July 2017 (together referred as credit facilities) from Abu Dhabi Commercial Bank (ADCB). Further, ADCB assigned the said credit facilities to DCB Bank Limited (DCB) as per the Deed of Assignment and Subrogation Agreement both dated 31 March 2020 with same terms and conditions as per the original sanction letter. Furthermore, during earlier years, the Company had defaulted in repayment of the credit facilities including interest to DCB. However, during the previous year, DCB issued No Dues Certificate to the Company and also satisfied the charges on the said outstanding credit facilities. In view of above, the said credit facilities were classified as unsecured as at 31 March 2023 and the Company had provided interest (including penal interest) on outstanding term loan and overdraft facility till 31 March 2023. During the year ended 31 March 2024, the Company has taken an expert opinion on the above matter and considering the same the Company is of the view that no interest provision on the said credit facilities is required to be made till the time the Company can ascertain any liability arising out of the said Deed of Assignment and Subrogation Agreement. In view of above, the Company has not provided any interest on the said credit facilities w.e.f. 01 April 2023 and continued to show the outstanding amounts in respect of said credit facilities as at 31 March 2024 as unsecured current borrowings.
(iv) Overdraft facility from banks of H/lakhs 1,378.73 (H/lakhs 2,380.15) is secured by way of first pari passu charge on all the movable assets (including current assets, loans and advances) of the Company and cross collateralization of pledge of shares given for term loan. The facility carries interest @ 6 months MCLR plus 4% spread.
(v) Vehicle loan from Kotak Mahindra Prime Limited H/lakhs Nil (H/lakhs 3.39) was secured against hypothecation of respective vehicle. The rate of interest was 8.92% p.a. This loan was fully repaid during the year.
(vi) Satisfaction of charge is yet to be registered with Registrar of Companies (ROC) in respect of loan of H/lakhs 1,000.00 (H/lakhs 1,000.00) sanctioned by Yes Bank Limited as the Company has not received No Objection Certificate from bank.
(vii) The Company is not required to submit quarterly returns or statements of current assets to banks.
33 During the financial year 2021-22, one of the subsidiaries viz Digital Ventures Private Limited (DVPL) had defaulted in repayment of loans availed from two Lenders. In this regard, one of the Lenders vide its notice dated 14 February 2022 issued to the Company, had invoked the Corporate Guarantee issued by the Company on behalf of DVPL and called upon the Company to make payment of an amount of H/lakhs 9,162.00 outstanding as at 30 June 2021 with further interest w.e.f. 01 July 2021 as per the terms of sanction letters. Further, during the financial year 2022-23, the Company had also received notice from the other lender invoking Corporate Guarantee issued by the Company on behalf of DVPL and called upon the Company to make payment of an amount of H/lakhs 2,299.59 outstanding as at 30 June 2021.
Further, during the year, the Company (Corporate Guarantor) and DVPL (Corporate Debtor) have received notices dated 21 December 2023 (received on 23 December 2023) and 28 November 2023 (received on 2 December 2023) respectively, regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company (as corporate guarantor) and DVPL (as corporate debtor) before the Hon'ble National Company Law Tribunal (NCLT), Mumbai which is pending for admission.
Since DVPL has been repaying its loan through an agreed mechanism as per discussion with the lenders and further the CIRP matter of the Company and DVPL is pending for admission before the Hon'ble NCLT, the Company is of the opinion that no liability is required to be provided as at 31 March 2024.
(i) Amount represents the best possible estimates. The Company has engaged reputed professionals to protect its interest and has been advised that it has firm legal position against such disputes.
(ii) The company has received legal notices of claims/law suits filed against it relating to other matters. In the opinion of the management, no material liability is likely to arrive on account of such claims/law suits.
B) The Company has withdrawn the merger with Tree House Education and Accessories Limited (THEAL) and has reserved its rights for suitable actions against adverse allegations by THEAL. The company has received and filed legal notices of claims. The management is of the view that no material liability is likely to arrive on account of these claims.
36 Capital and other commitments
a) Estimated amount of contracts remaining to be executed on capital account as at 31 March 2024 is H/lakhs 32.36(Nil).
b) Non disposal undertaking given to banks for 51% shares held by the Company in Digital Ventures Private Limited for loan taken by subsidiary Company.
a) Mr. Ritesh Handa had resigned from the position of Chief Executive Officer and Whole Time director with effect from 16 February 2023.
b) Mr. Manish Rastogi is appointed as Chief Executive Officer with effect from 24 February 2023 and Whole-Time Director with effect from 22 March 2023.
c) Excludes leave encashment and gratuity is provided in the books on the basis of actuarial valuation on an overall Company level.
The loans have been given for general business purpose of respective companies and carry interest @ 12.5% p.a. The above figures are including interest accrued. However, considering the financial and cash flow position of DVPL, the Board of Directors of the Company during the year has approved to waive interest on loan given to DVPL for the period 1 April 2023 to 31 March 2024 and accordingly interest has not been charged to DVPL for the said period.
The loan have been given for general business purpose of respective companies and carry interest @12.5% p.a. The above figures include interest accrued. However, considering the financial and cash flow position of DVPL, the Board of Directors of the Company during the year has approved to waive interest on loan given to DVPL for the period 1 April 2023 to 31 March 2024 and accordingly interest has not been charged to DVPL for the said period.
ii) Investments made
There are no investments made during the year except those mentioned in Note 7 and Note 14.
iii) Securities given
The Company has given securities of H/lakhs 5406.51 (H/lakhs 5406.51) for loan taken by wholly owned subsidiary - Digital Ventures Private Limited.
41 Dividend
No Dividend on equity shares is paid or proposed by the Board of Directors for the year ended 31 March 2024.
E Management expect that 100 % of the transaction price allocated to the unsatisfied contracts as of 31 March 2024 H/lakhs 5,852.87 will be recognised as revenue during the year ended 31 March 2025.
43 Exceptional item
i The Company has investments in its wholly owned subsidiary viz Digital Ventures Private Limited (DVPL) in the form of Equity shares, Convertible Debentures and Preference Shares (including redemption premium) of H/lakhs 45,110.21, loan and receivables of H/lakhs 11,377.05 aggregating to H/lakhs 56,487.26 as at 31 March 2024. Considering ongoing proceedings against DVPL w.r.t Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the Hon'ble National Company Law Tribunal (NCLT) Mumbai, the Company during the previous year, out of abundant caution and prudent accounting practices, had provided H/lakhs 10,855.01 towards impairment of its investments (including redemption premium) in DVPL and the same was disclosed as an "Exceptional item" in the standalone financials statements for the year ended 31 March 2023. The Company considers the net outstanding amounts of H/lakhs 34,560.21 (after impairment of H/lakhs 21,927.05) as at 31 March 2024 as good and recoverable.
ii During the previous year, the Hon'ble National Company Law Tribunal (NCLT) Mumbai, had admitted the application filed by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company's subsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon'ble NCLT also appointed an Interim Resolution Professional (IRP) for MTEL (Corporate Debtor). However, during the previous year, an appeal was filed before the Hon'ble National Company Law Appellate Tribunal ("NCLAT") and the Hon'ble NCLAT vide its order dated 6 January 2023 had stayed the constitution of Committee of Creditors ("CoC"). Considering the above ongoing CIRP proceedings and appointment of IRP, the Company, out of abundant caution and prudent accounting practices, had provided H/lakhs 27,812.22 towards impairment of its investments in MTEL and the same was shown as an Exceptional Item during the year ended 31 March 2023.
45 Segment information
The Company has presented Segment information on the basis of the consolidated financial statements as permitted by Ind AS 108 -Operating Segments.
46 Going Concern
The Company and one of the subsidiary company viz. Digital Ventures Private Limited (DVPL) had received notices from three lenders for invocation of corporate guarantees and two of the lenders had also initiated Corporate Insolvency Resolution Process (CIRP) against the Company (Corporate guarantor) and DVPL (Corporate guarantor/Corporate debtor) (Refer note 33 and 57 of standalone financial statement). Further, a settlement agreement was entered during the year to settle the corporate guarantee obligations of the Company and DVPL for an amount of H/lakhs 28,500 and the same is provided for during the quarter/year ended 31 March 2024 (Refer note 57). Also the current liabilities of the Company exceeded its current assets as at 31 March 2024 resulting in negative working capital. In order to repay the above settlement amount, the Board of Directors of the Company has approved raising of debt. Further, the Company's business plan for the next financial year, as approved by the Board of Directors, exhibits higher growth in revenues and profits thereby increasing operational cash flows. The Company believes that the above debt funding plan in addition to the business plan for the next financial year will enable to settle its liabilities as they fall due, and accordingly, these standalone financial statements have been prepared on a going concern basis.
48 Employee Benefits
Disclosures as per Ind AS 19 - Employee Benefits are as follows:
A Defined Contribution Plans
Contribution to provident and other funds" is recognized as an expense in Note 28 "Employee benefit expenses" of the Standalone Statement of Profit and Loss.
B Defined Benefit Plans
The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave benefits (non funded) is also recognised using the projected unit credit method.
(a) The current service cost recognized as an expense is included in Note 28 'Employee benefits expense' as gratuity. The remeasurement of the net defined benefit liability is included in other comprehensive income.
(b) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the Actuary.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis above 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.
VIII. The Company is exposed to various actuarial risks which are as follows:
(a) Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the defined benefit and will thus result in an increase in the value of the liability.
(b) Liquidity risk - This is the risk that the Company is not able to meet the short-term benefit payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
(c) Salary escalation risk - The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
(d) Demographic risk - The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.
C Other long term benefits
The obligation for leave benefits (non funded) is also recognised using the projected unit credit method and accordingly the long term paid absences have been valued. The leave encashment expense is included in Note 28 'Employee benefits expense'.
51 Financial instruments
(i) Financial risk management objective and policies
The Company's principal financial liabilities, comprise borrowings, trade and other payables, lease liabilities and other financial liabilities. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include investments, loans, trade receivables, other receivables, cash and cash equivalents, other bank balances and other financial assets that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's management oversees the management of these risks.
a) Market risk
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. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, other financial instruments.
1) Interest rate risk
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 value of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that future cash flows of floating interest bearing investments will vary because of fluctuations in interest rates.
The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term borrowings from banks and financial institutions. Non-convertible Debentures and Intercorporate deposits carry fixed coupon rate and hence is not considered for calculation of interest rate sensitivity of the company.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit/(loss) before tax is affected through the impact of change in interest rate of borrowings, as follows:
2) Foreign currency risk
The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The management has taken a position not to hedge this currency risk.
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are not hedged considering the insignificant impact and period involved on such exposure.
Foreign Currency sensitivity analysis
There are no foreign currency monetary assets and liabilities at balance sheet date.
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 from customers, deposits and loans given, investments and balances at bank.
The Company measures the expected credit loss of trade receivables and loans based on historical trend, industry practices and the business environment in which the entity operates. Expected Credit Loss (ECL) is based on actual credit loss experienced and past trends based on the historical data.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company's principal source of liquidity is cash and cash equivalents and the cash flow i.e. generated from operations. The Company consistently generated strong cash flows from operations which together with the available cash and cash equivalents and current investment provides adequate liquidity in short terms as well as in the long term.
(ii) Capital management
For the purpose of the Company' s capital management, capital includes issued capital and all other equity reserves. The Company manages its capital structure to ensure that it will be able to continue as a going concern while maximising the return to the stakeholders.
The management assessed that cash and cash equivalents and bank balances, trade receivables, other financial assets, certain investments, trade payables and other current liabilities approximate their fair value largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortised cost is not significant in each of the year presented.
(iv) Fair value hierarchy
All other financial assets and liabilities at amortised cost are in level 3 of fair value hierarchy and have been considered at carrying amount.
The fair values of the financial assets and financial liabilities included in the level 3 categories above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
55 The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
56 No proceeding 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.
57 Yes Bank Limited (YBL) vide its notices dated 2 August 2021 and 9 August 2021 addressed to the Company and its subsidiary, viz Digital Ventures Private Limited (DVPL) respectively, had invoked their respective Corporate Guarantee upon non-repayment of credit facilities (during COVID-19 pandemic) availed by four trusts/entity, and called upon the Company and DVPL to make payment of an amount of H/lakhs 44,962.56 (including interest and other charges upto 31July 2021). Also, the Company and DVPL received notices dated 22 April 2022 and 01 December 2022 respectively, regarding filing of petitions by YBL under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company and DVPL (as corporate guarantors) before the Hon'ble National Company Law Tribunal (NCLT), Mumbai.
Further, YBL vide its letters dated 30 December 2022 informed the Company and DVPL that it had assigned and transferred the above credit facilities to J.C. Flowers Asset Reconstructions Private Limited (J.C. Flowers) and the amount outstanding therein as at 30 November 2022 was H/lakhs 52,254.63 (including interest and penal charges). Thereafter on 10 February 2023, the Hon'ble NCLT, Mumbai admitted the application filed by YBL against the Company and ordered the commencement of CIRP under the IBC. However, an appeal was filed before the Hon'ble National Company Law Appellate Tribunal ("NCLAT") by the Company and Hon'ble NCLAT vide its order dated 16 February 2023 set aside the impugned order dated 10 February 2023 passed by the Hon'ble NCLT and disposed off the appeal in accordance with law. Subsequently, J.C. Flowers filed Special Leave Petition (SLP) in the Hon'ble Supreme Court for setting aside of the final order dated 16 February 2023 passed by the Hon'ble NCLAT. On 29 March 2023, the Hon'ble Supreme Court allowed the SLP and stayed the further proceedings of the Hon'ble NCLT. The matter is currently pending for hearing before the Hon'ble Supreme Court. However in respect of petition filed by JC Flowers under Section 7 of the IBC to initiate CIRP proceedings against DVPL, the same has been dismissed as withdrawn by the Hon'ble NCLT. Further, on August 7, 2023, the Company, DVPL along with four trusts/entity entered into settlement agreement with J.C Flowers to settle obligations with respect to loans borrowed by the said four trusts/entity. As per the terms of the settlement agreement, Company, DVPL along with four trusts/entity have agreed to settle the above obligation for H/lakhs 28,500 (to be paid jointly and severally by Company, DVPL along with four trusts/entity) pursuant to which Corporate Guarantee obligations and other securities pledged by Company and DVPL will be released by JC Flowers on receipt of the said settlement amount. The said settlement agreement became effective during the quarter/year ended 31 March 2024, and the timelines for payment of the said settlement amount have time to time been extended by JC Flowers along with payment of applicable interest and the latest extension is given till 30 May 2024. The Company, DVPL
and four trusts/entity have requested JC Flowers for further extension of time till 30 June 2024, against which confirmation from JC Flowers is awaited. Accordingly, during the quarter/year ended 31 March 2024, the Company has provided H/lakhs 28,573.12 including interest (net of H/lakhs 400 paid by said trusts/entity) towards Corporate Guarantee obligation as per the said settlement agreement and the same amount has been shown as recoverable from four trusts/entity as at 31 March 2024 under "other current financial assets". Further, out of the above liability of H/lakhs 28,573.12, the Company has made payment of H/lakhs 2,322.55 till 31 March 2024 and subsequent to the year ended 31 March 2024 made further payment of H/lakhs 1,500.
58 During the previous year, the Hon'ble National Company Law Tribunal (NCLT) Mumbai, had admitted the application filed by an Operational Creditor and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Company's subsidiary viz. MT Educare Limited (MTEL) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC). The Hon'ble NCLT also appointed an Interim Resolution Professional (IRP) for MTEL (Corporate Debtor). However, during the previous year, an appeal was filed before the Hon'ble National Company Law Appellate Tribunal ("NCLAT") and the Hon'ble NCLAT vide its order dated 6 January 2023 had stayed the constitution of Committee of Creditors ("CoC"). There was continuation of stay on constitution of CoC by the Hon'ble NCLAT from time to time till 2 June 2023 and final hearing was concluded on 2 June 2023 and the matter was reserved to order. Finally, the Hon'ble NCLAT order was pronounced on 18 August 2023 whereby Appeal filed by Director Mr. Vipin Choudhry was dismissed. The said order dated 18 August 2023 was served upon IRP on 21 August 2023 and IRP immediately constituted CoC. CoC at its meeting held on 29 December 2023, in terms of Section 22(2) of the IBC, resolved with the requisite voting share, to replace the IRP with Mr. Arihant Nenawati as Resolution Professional (RP) which was confirmed by the Hon'ble NCLT in its order dated 22 January 2024. Further, the RP received intimation of interest from nine Resolution Applicants and finally Resolution Plans were received from two of the Applicants and negotiations took place between CoC members and the applicants on 06 May 2024. Until 31 December 2023, the Management's intent was to revive MTEL by exercising the options available under the IBC but considering appointment of CoC/RP and receipt of resolution plans from two applicants, the management decided not to exercise options available under the IBC to revive MTEL and the Board of Directors of the Company in its meeting held on 28 May 2024 passed necessary resolution in this regard. In view of above, the Company can no longer exercise any right to control the activities of MTEL and accordingly MTEL ceased to be a subsidiary w.e.f. 01January 2024.
59 a) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources
or kind of funds) to any other person or entities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
b) The Company has not received any fund 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 (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
60 There are no transactions related to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
61 The Company has not traded or invested in Crypto currency or virtual currency during the year.
62 The Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there is no instance of audit trail feature being tampered with.
63 Prior year comparatives
Previous year's figures have been regrouped / rearranged wherever necessary to correspond with the current year's classifications/ disclosures, figures in brackets pertain to previous year.
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