(c) (i) Rights and preferences attached to equity share:
Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 2013.
There are no restrictions attached to equity shares.
(ii) Rights attached to NCRPS share:
The NCRPS do not have voting rights other than in respect of matters directly affecting it, the NCRPS redeemed along with coupon at the end of 1 year from the date of allotment.
Refer Statement of Changes in Equity Securities Premium:
The reserve represents premium on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013. Statutory Reserves:
According to Section 45 - IC of the Reserve Bank of India Act, 1934, the Company transfers a sum not less than 20% of its net profit every year as disclosed in the statement of Profit and Loss to the Statutory reserves before declaration of any dividend .
Retained Earnings:
Represents Company's cumulative undistributed earnings since its inception. This is available for distribution to Shareholders through dividends/capitalisation.
(iii) Risk exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment mix in the continuing years.
Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans' bond holdings.
Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.
Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.
Defined contribution plans: The Company had contributed $ 3.63 crores to defined contribution plan in the previous year which was recognised in the Statement of Profit and Loss.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfers between levels 1 and 2 during the year.
The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments.
- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.
- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.
37 other disclosures - (continued)
(ix) Borrowing costs capitalised :
Borrowing cost capitalised during the period Rs. Nil (Previous year- Nil)
(x) composite scheme of arrangement:
On February 9, 2022, the board of directors of the Company approved a composite scheme of arrangement (the Scheme) of Sundaram-Clayton Limited (“Transferee Company” or “Demerged Company”) and TVS Holdings Private Limited (“Transferor Company 1”) and VS Investments Private Limited (“Transferor Company 2”) and Sundaram-Clayton DCD Limited (“Resulting Company”) subject to necessary approvals of shareholders, creditors, SEBI, Stock Exchanges, National Company Law Tribunal, Chennai, (NCLT), other governmental authorities and third parties as may be required.
During the financial year 2022-23, NSE and BSE by their respective letter dated July 29, 2022, issued to the Company have conveyed their "No Objection" on the Scheme, and based on their No Objection, the Company filed an application with Hon'ble National Company Law Tribunal, Chennai Bench, (“Hon'ble NCLT”) for approval of the Scheme.
Hon'ble NCLT vide their Order dated November 9, 2022, directed to convene the meetings of the Equity Shareholders, Unsecured Creditors of the Company, and Secured Creditors of Transferor Company 2, on December 16, 2022 (“NCLT Convened Meeting”) for their approval. Pursuant to the directions of Hon'ble NCLT, the NCLT Convened Meetings were held, and the resolutions were passed with requisite majority. Post the approval of the shareholders and creditors, the Company filed a petition with Hon'ble NCLT, and the Composite Scheme was sanctioned vide its Order dated March 6, 2023.
The Board at its meeting held on March 13, 2023, noted the Hon'ble NCLTs Order and the first part of the Scheme was made effective on March 14, 2023. The Board also authorised the issuance of bonus NCRPS, by fixations of Record Date as March 24, 2023, for the purpose of determining the eligible shareholders of the Company. The third part of the scheme was made effective on June 16, 2023. As part of third part of scheme of arrangement, the carrying value of the assets, liabilities, and reserves of TVS Holding Private Limited as appearing in the consolidated financial statements of the Company have been recognised in the standalone financial statements of the TVS Holdings Limited prior to the demerger, which is in accordance with Ind-AS 103, read with Ind AS Transition Facilitation Group (ITFG). Fourth part of the scheme was made effective on August 4, 2023. The Last part of the scheme was made effective on August 11, 2023.
(xi) core investment company Registration :
During the financial year ended 31st March, 2024 the Company received Certificate of Registration as Core Investment Company ("CIC") from Reserve Bank of India ("RBI") with CIC code -N-07-00904 to commence / carry on the business of non-banking financial institution without accepting public deposits subject to the conditions given by RBI. The Company has complied with the conditions stipulated by RBI while according CIC approval by wounding up the trading business.
The CIN of the Company has been updated as L64200TN1962PLC004792 to reflect the updated business activity code relating to its business as a Core Investment Company (CIC)
(xii) Acquisitions & Disposals :
The Company had acquired additional stake of 10.74% in TVS Emerald Limited, formerly known as Emerald Haven Realty Limited (“EHRL”) on 3rd May, 2024 making it a wholly owned subsidiary. During the Quarter ended 31st December, 2024, the Company sold 100% of it's stake in EHRL for a consideration of $ 485.85 Cr resulting in a gain of $ 102.68 Cr.
The Company has acquired 100% stake in TVS Digital Limited (Formerly known as TVS Housing Limited) on 16th September, 2024.
The Company acquired 80.74% stake in Home Credit India Finance Private Limited for a consideration of $ 554.06 Cr during January 25 and a further capital was infused by the Company for $ 44.61 Cr during Mar'25. With this the Company holds 81.04% stake in Home Credit India Finance Private Limited as on 31st March, 2025.
41A ADDITIONAL REGULATORY INFORMATION FORMING PART OF STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31st 2025.
(i) Pursuant to para 2 of general instructions for preparation of financial statements of a NBFC as mentioned in Division III of Schedule III of The Companies Act, 2013, the current and non-current classification has not been provided.
(ii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder
(iii) The Company has adhered to debt repayment and interest service obligations on time. "Wilful defaulter" related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.
(iv) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.
(v) As per the Company's accounting policy, Property, Plant and Equipment (including Right of Use Assets) and intangible assets are carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.
(vi) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(vii) The Company does not deal with virtual currency
(viii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. In case of any change, the same has been intimated to RBI as per the applicable regulations.
(ix) There have been no events after the reporting date that require disclosure in the Financial Statements.
(x) a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(xi) The Company has not sanctioned facilities from banks on the basis of security of current assets
(xii) The Company has no charges or satisfaction yet to be registered with ROC beyond the statutory period.
(xiii) The Title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company
41B DISCLOSURE REQUIRED AS PER RBI GUIDELINES / CIRCULARS
Disclosures required under both the Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("Scale Based Regulations") and Core Investment Companies (Reserve Bank) Directions, 2016 ("CIC Master Directions") have been furnished. In cases where certain disclosures are not required under the NBFC Scale Based Regulations but are mandated under the CIC Master Directions, have also been appropriately included.
1) Disclosure as Required by RBI Circular RBI/DOR/2023-24/106 DOR.FIN.REC.NO.45/03.10.119/2023-24 dated 19th October 2023 (NBFC-Scale Base Regulation) and as updated from time to time
Refer Annexure 1 to Annexure 6 for disclosure those are applicable and relevant as per above circular.
2) Disclosure as required under Annexure V of Master Direction - Core Investment Companies (Reserve Bank) Direction, 2016 Annexure V
Refer Annexure 7 for disclosure applicable as per CIC Master Guidelines and not specifically covered under RBI CIRCULAR RBI/DOR/ 2023-24/106 DOR.FIN.REC.NO.45/03.10.119/2023-24 dated 19th October 2023.
(vi) Institutional set-up for Liquidity Risk Management
The Company constituted an Asset Liability management committee as guideline issued by RBI to NBFCs. ALCO consists of members having requisite skill set and expertise of the business & sector of the Company. ALCO monitors asset liability mismatches to ensure that there are no excessive imbalances on either side of the balance sheet and also reviews Asset Liability Management strategy. The borrowing strategy of the Company has always been in tandem with assets composition with appropriate consideration for mitigation of interest rate and liquidity risk. The Asset Liability Committee constantly reviews and monitors the funding mix and ensures the optimum mix of funds based on the cash flow requirements, market conditions and keeping the interest rate view in consideration. The company has put in place robust processes to monitor and manage liquidity risks. ALCO supervises the liquidity management of the Company at regular intervals. The Company has taken various initiatives to raise funds at the cost commensurate with its rating by way of diversified mix of borrowings with respect to the source, type of instrument, tenor and nature of security.
Disclosures to the financial statements as per Annexure VI (Appendix VI-B and Appendix VI-C)
For Disclosure as per Appendix VI-B refer Annexure A - Maturity Pattern of Assets and Liabilities
Interest Rate risk as required by Appendix VI-C
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. For short term borrowings the marginal cost of lending rate of the bank is followed. The Company does not have exposure to the risk of changes in market interest rate for the financial year ended 31st March 2025, as it has debt obligations with fixed interest rates, which are measured at amortised cost.
Disclosure on Sectoral Exposures - The Company is not into lending activity and hence the exposure is NIL in both the years Disclosure on Intra-Group Exposures-
The Company does not have any intra group loan exposure in both the years. For intra-group Investment exposure, please refer to note 5 of the Balance Sheet.
Unhedged Foreign Currency exposure - The Company does not have any unhedged foreign currency exposure
2) Related Party Disclosure
For Disclosure under Annexure VII Section I Refer Annexure B - Related Party Transactions
3) Disclosure of complaints
Summary information on complaints received by the NBFCs from customers and the offices of Ombudsman
The Company does not have any customer interface and hence this disclosure is not applicable for it.
Top five grounds of complaints received by the NBFCs from customers
The Company does not have any customer interface and hence this disclosure is not applicable for it.
42 Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.
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