2.23 Provisions, Contingent Liabilities:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.
Disclosure of contingent liability is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of amount cannot be made.
2.24 Events after Reporting Date:
Where events occurring after the Balance Sheet date provide evidence of condition that existed at the end of reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.
2.25 Non - Current Assets Held For Sales:
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and sale is considered highly probable.
A sale is considered as highly probable when decision has been made to sell, assets are available for immediate sale in its present condition, assets are being actively marketed and sale has been agreed or is expected to be concluded within 12 months of the date of classification.
Non-current assets held for sale are neither depreciated nor amortised.
Assets and liabilities classified as held for sale are measured at the lower of their carrying amount and fair value less cost of sale and are presented separately in the Balance Sheet.
2.26 Cash Flows Statement:
Cash Flows Statements are reported using the method set out in the Ind AS - 7, "Cash Flow Statements", whereby the Net Profit / (Loss) before tax is adjusted for the effects of the transactions of a Non-Cash nature, any deferrals or accrual of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
2.27 Cash and Cash Equivalents:
Cash and cash equivalents in the balance sheet comprise of cash on hand, cash at banks, short-term deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposit held at call with financial institutions, other short - term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an immaterial risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
2.28 Business Combination:
Business combinations arising from transfers or interests in entities that are under the control of the shareholders that controls the Company are accounted for using the 'pooling of interests method', as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose, comparatives are revised, if required. The assets and liabilities acquired are recognised at their carrying amounts. The identity of the reserves is preserved and they appear in the standalone financial statements of the Company in the same form in which they appeared in the standalone financial statements of the acquired entity. The difference, if any, between the net assets acquired and cancellation of share capital of the acquired entity is transferred to other equity.
2.29 Recent Pronouncements:
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
Note 3 : Critical Accounting Judgments and Key Sources of Estimation Uncertainty:
These financial statements are the standalone financial statements prepared in accordance with Indian Accounting Standard ("Ind AS") notified under the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended.
3.1 Income Tax:
The Company's tax jurisdiction is in India. Significant judgments are involved in estimating budgeted profits for the purpose of paying advance tax, determining the income tax provisions, including the amount expected to be paid / recovered for uncertain.
3.2 Property Plant and Equipment/ Intangible Assets:
Estimates are involved in determining the cost attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the manner intended by the management. Property, Plant and
Equipment/Intangible Assets are depreciated/amortised over their estimated useful life, after taking into account estimated residual value. Management reviews the estimated useful life and residual values of the assets annually in order to determine the amount of depreciation/ amortisation to be recorded during any reporting period. The useful life and residual values are based on the Company's historical experience with similar assets and take into account anticipated technological changes. The depreciation/amortisation for future periods is revised if there are significant changes from previous estimates.
3.3 Defined Benefits Obligations:
The costs of providing Gratuity and other post-employment benefits are charged to the Statement of Profit and Loss in accordance with Ind AS - 19, "Employee Benefits" over the period during which benefit is derived from the employees' services. It is determined by using the Actuarial Valuation and assessed on the basis of assumptions selected by the management. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates. Due to complexities involved in the valuation and its long term in nature, a defined benefit obligation is highly sensitive to change in these assumptions. All assumptions are reviewed at each balance sheet date.
3.4 Fair value measurements of Financial Instruments:
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgments and assumptions.
3.5 Recoverability of Trade Receivables:
Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a
provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.
3.6 Provisions:
The timing of recognition and quantification of the liability (including litigations) requires the application of judgment to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account of changing facts and circumstances.
3.7 Impairment of Financial and Non - Financial Assets:
The impairment provisions for Financial Assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward-looking estimates at the end of each reporting period.
In case of non-financial assets company estimates asset's recoverable amount, which is higher of an asset's or Cash Generating Units (CGU's) fair value less costs of disposal and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
3.8 Recognition of Deferred Tax Assets and Liabilities:
Deferred tax assets and liabilities are recognised for deductible temporary differences and unused tax losses for which there is probability of utilisation against the future taxable profit. The Company uses judgment to determine the amount of deferred tax that can be recognised, based upon the likely timing and the level of future taxable profits and business developments.
3.9 Supplier Financing Arrangements:
Company participate in various supply chain finance programs under which participating suppliers may voluntarily elect to sell some or all of their Company receivables to third-party financial institutions. Supplier participation in the programs is solely up to the supplier, and participating suppliers enter their arrangements directly with the financial institutions. The Company derecognise financial liability when the obligation under the liability is discharged or cancelled or expires. A significant amount of management judgment is involved in such arrangements to determine when an existing financial liability is replaced by another on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. (Further information are set out in
M nfo 30 1 ^
20.1 Rights, Preferences and Restrictions Attached to Equity Shares:
The Company has one class of equity shares having a par value of Rs. 10/- each. However in the preceding period company had two class of equity shares having a par value of Rs. 10/- each (i) Equity shares with normal voting rights and (ii) Equity Shares with Differential voting rights. Every share holder holding shares with normal voting rights had on a show of hands or on a poll, 1 vote for every 1 share held by them and Every share holder holding shares with differential voting rights had on a show of hands or on a poll, 1 vote for every 100 shares held by them.
20.2
(a) Pursuant to the approval of NSE vide letter No. NSE/LIST/34624, dated 16th March 2023 and also approval of Shareholders of the Company at the Extra Ordinary General Meeting held on 24th March, 2023 and on the receipt of Rs. 1,391.00 Lakhs, being 25% of issue price / subscription money, the Board of Directors of the Company allotted 52,00,000 Convertible Warrants at an issue price of Rs. 107/- per warrant, aggregating to Rs. 5,564.00 Lakhs by way of preferential allotment to Promoters, Persons belonging to Promoters' Group and Person other than promoters and Persons belonging to Promoters' Group of the Company. In terms of allotment of such warrants, warrants shall be convertible into equal number of fully paid-up Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each, at an option of the Warrant Holders, at any time in one or more tranches, within 18 (Eighteen) months from the date of allotment of warrants on payment of balance 75% amount due on such warrants, and to issue fresh Equity Shares on conversion of Warrants to the Allottees.
20.2 (Contd.....)
(b) As on 21st March, 2024, the Company has issued and allotted 15,00,000 Equity Shares of Rs. 10/- (at a premium
of Rs. 97/-) each on receipt of written request for exercising the option for conversion of 15,00,000 Convertible
warrants alongwith the balance 75% (i.e. Rs. 80.25/- per warrant) of the issue price of the convertible warrants to be converted, i.e. Rs. 1,203.75 lakhs received by the company.
(c) As on 3rd Oct 2024, The company has issued and allotted 37,00,000 Equity Shares of face value of Rs. 10/- each
fully paid up at a price of Rs. 107/- per equity share (including share premium of Rs. 97/- per equity share) on receipt
of written request for exercising the option for conversion of 37,00,000 Convertible warrants along with the balance 75% of the issue price of the convertible warrants to be converted, i.e 2969.25 lakhs received by the company.
(a) Pursuant to the approval of Shareholders of the Company at the Extra Ordinary General Meeting held on 24th March,
2023 and on the receipt of Rs. 1,391.00 Lakhs, being 25% of issue price / subscription money, the Board of Directors of the Company allotted 52,00,000 Convertible Warrants at an issue price of Rs. 107/- per warrant, aggregating to Rs. 5,564.00 Lakhs by way of preferential allotment to Promoters, Persons belonging to Promoters' Group and Person other than promoters and Persons belonging to Promoters' Group of the Company. In terms of allotment of such warrants, warrants shall be convertible into equal number of fully paid-up Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each, at an option of the Warrant Holders, at any time in one or more tranches, within 18 (Eighteen) months from the date of allotment of warrants on payment of balance 75% amount due on such warrants, and to issue fresh Equity Shares on conversion of Warrants to the Allottees.
(b) As on 03rd October, 2024, the Company has issued and allotted 37,00,000 Equity Shares of Rs. 10/- (at a premium
of Rs. 97/-) each on receipt of written request for exercising the option for conversion of remaining 37,00,000
Convertible warrants(out of 52,00,000 Convertible Warrants) alongwith the balance 75% (i.e. Rs. 80.25/- per warrant)
of the issue price of the convertible warrants to be converted, i.e. Rs. 2,969.25 lakhs received by the company.
27.1
State Bank of India ,Punjab Nationa Bank Canara Bank and Indian Bank have sanctioned working capital facilities (Including ILC/FLC, BG & Credit Exposure Limited refer Note 22) of Rs. 21,000.00 Lakhs & State Bank of India, Punjab National Bank , Canara Bank and Indian Bank have sanctioned term loan of Rs. Rs.2,000.00 Lakhs to the company under consortium banking arrangement (SBI consortium) wherein SBI is a lead bank (Total credit limit Rs. 23,000 Lakhs), as per details given below:
(i) State Bank of India sanctioned Working capital limit of Rs. 9000 Lakhs (Fund based limit of Rs. 8,000 Lakhs and Non - Fund based Limit of Rs. 1,000 Lakhs).
(ii) Punjab National Bank sanctioned Working capital limit of Rs. 2,250 Lakhs (Fund based limit of Rs. 1,250 Lakhs and Non - Fund based Limit of Rs. 1,000 Lakhs).
(iii) Indian Bank sanctioned Working capital limit of Rs. 2,250 Lakhs (Fund based limit of Rs. 1,150 Lakhs and Non - Fund based Limit of Rs. 1,100 Lakhs).
(ii) Canara Bank sanctioned working capital limit of Rs. 7,500 Lakhs (Fund based limit of Rs. 6,100 Lakhs and Non - Fund based Limit of Rs. 1,400 Lakhs.)
SBI consortium has appointed PNB Investment Services Limited as "Security Trustee".
27.2 Primary Securities for SBI consortium : Working capital facilities Rs. 21,000.00 Lakhs:
Charge in favor of PNB Investment Services Limited of Rs. 21,000 Lakhs.
Pari passu first charge by way of hypothecation over entire current assets (present & Future, except mentioned below) of the Company including Raw Material, Stock in Process, Stock in Transit, Finished Goods, Stores, Spares & Receivables etc., kept at all owned/leased factory premises of the company or at any other place.
27.3 Primary Securities for SBI Consortium : Term loan Rs. 2,000.00 Lakhs
(i) Pari Passu first charge by way of hypothecation over Plant & Machinery procured out of Bank Term Loan (Existing & New P&M of Kapadvanj Plant and New P&M of Halol Plant).
(ii) Pari Passu First charge by way of Equitable Mortgage over non- agricultural land bearing Survey/Block No. 1025/ 3, admeasuring about 40,266 sq.mtrs., paiki southern side admeasuring about 17,805 sq.mtrs., (amalgamation of old Survey Nos. 1025/3, admeasuring about 3,642 sq.mtrs., 1034/1, admeasuring about 8,093 sq.mtrs., 1035/ 1 2 3, admeasuring about 22,469 sq.mtrs., 1036/3, admeasuring about 6,070 sq.mtrs.) together with construction of factory standing thereon of mouje & Taluka: Kapadvanj, District: Kheda, Gujarat.
27.4
Collateral Securities for both Working capital facilities of Rs. 21,000 Lakhs granted by SBI Consortium and Term Loan of
Rs. 2,000 Lakhs granted by SBI Consortium : Total limit Rs. 23,000 Lakhs.
As per sanction terms, charge on following collateral securities to be created:
(i) Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Shop No. GF - 8, on ground
floor, admeasuring about 417 sq.mtrs., - Super built up, in the scheme known as "Himalaya Business Centre",
situated upon non-agricultural land bearing Survey No. 539 being allotted Final Plot No. 684 in the Town Planning Scheme No. 28 of mouje: Wadaj, Taluka: Sabarmati, District: Ahmedabad in the name of the Company.
(ii) Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Plot No. 2348, admeasuring about 28,328 sq.mts., togetherwith construction of factory sheds and building, admeasuring about 9,225.26 sq.mts., standing thereon situated upon non - agricultural land bearing Survey No. 219 paiki of mouje: Chandrapur, Taluka Halol District: Panchmahal in the name of the Company.
(iii) Pari Passu 1st charge by way of Equitable Mortgage over industrial purpose non- agricultural land bearing Survey/ Block No. 1025/A/2, admeasuring about 15,277 sq.mtrs., (amalgamation of old Survey Nos. 1025/A/2, admeasuring about 5,665 sq.mtrs., 1032, admeasuring about 4,047 sq.mtrs., 1033, admeasuring about 5,767 sq.mtrs.,) of mouje & Taluka: Kapadvanj, District: Kheda in the name of the Company.
(iv) Pari Passu 1st charge by way of Hypothecation charge over plant and machinery on land bearing Plot No. 2348
bearing S. No. 219 paiki at Chandrapur, Taluka Halol, District: Panchmahal, Gujarat in the name of Company.
27.5
First/exclusivly charge of Canara Bank by way of lien on fixed deposit of Rs. 750 Lakhs in the name of the Company.
30.1
The Company participates in various supply chain finance programs under which participating suppliers may voluntarily elect to sell some or all of their Company receivables to third-party financial institutions. Supplier participation in the programs is solely up to the supplier, and participating suppliers enter their arrangements directly with the financial institutions. The Company and its suppliers agree on the contractual terms for the goods and services it procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in these programs. The suppliers' voluntary inclusion of invoices in these programs has no bearing on our payment terms. Further, the company has no economic interest in a supplier's decision to participate in these programs. As at 31-Mar-2025 and 31-Mar-2024, confirmed supplier invoices that are outstanding and subject to the third-party programs included in accounts payable on the balance sheets were Rs. 5,416.28 Lakhs and Rs.6,662.18 Lakhs, respectively. The Company do not believe that future changes in the availability of supply chain financing will have a significant impact on the
fnmnan\/'c I in 11 irl itv/
B. Defined Contribution Plans Gratuity (Unfunded) :
(i) The company administers its employees gratuity scheme unfunded liability. The present value of the liability for the defined benefit plan of gratuity obligation is determined based on actuarial valuation by an independent actuary at the period end, which is calculated using the projected unit credit method, which recognises each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
(ii) Gratuity benefits in india are governed by the payment of Gratuity Act, 1972. the Key Features are as under:
Benefits Offered : 15 / 26 X Salary X Duration of Service
Salary Definition : Basic Salary Including Dearness Allowance (If Any)
Benefit Ceiling : Benefit Ceiling of Rs. 20 Lakhs (Not Applied)
Vesting Conditions : 5 Years of Continuous Service
(Not Applicable In Case of Death/ Disability)
Benefit Eligibility : Upon Death or Resignation or Withdrawal or Retirement Retirement Age : 58, 60, 62 or 65 Years
(iii) Risks associated to the defined benefit plan of gratuity:
(a) Investment / Interest Risk:
The present value of defined benefit plan liability is calcuated using discount rate determined with refence to market yield on government bonds denominated in indian rupees. A decrease in the bond interest rate will increase the plan liability.
(b) Longevity Risk:
The present value of the defined benefit plan liablity is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment. An increase in the life exepectancy of the plan participants will increase the plan's liablity.
(c) Salary Risk:
The present value of the defined benefit plan liablity is calculated by reference to the future salaries of the plan participants. as such, an increase in the salary of the plan participants will increase the plan's liability.
(d) Legislative Risk:
Risks of increase in the plan liabilities or reduction in plan assets due to change in legislation.
Note - 46 - Contingent Liabilities and Capital Commitments (Contd.....)
The Company has evaluated the impact of Supreme Court ("SC") judgement dated February 28, 2019 in the case of Regional Provident Fund Commissioner (II) West Bengal v/s Vivekananda Vidyamandir and Others, in relation to exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to Provident Fund ("PF") under the Employees' Provident Fund & Miscellaneous Provisions Act, 1952. There are interpretation issues relating to the said SC judgement. Based on such evaluation, management is of the view that since the matter is sub-judice, a contingent liability amounting to Rs. 1459.32 lakhs has been disclosed in accordance with Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
* Subsequent to the approval of the Resolution Plan by Hon'ble NCLT vide order no. 368 of 2021 dated 13-Dec-2021, two Orders dated 24th June 2024 were passed by the Goods and Services Tax (GST) Department in the name of Agarwal Mittal Concast Private Limited (a company duly merged with the Company), pertaining to the alleged incorrect carry forward of Input Tax Credit in Form TRAN-1 under the transitional provisions of the GST regime.
The Orders are related to:
1. Section 140(5) of the CGST Act, 2017 - concerning credit related to capital goods for the tax period 2017-18 amounting to Rs. 9.69 Lakhs, and
2. Section 140(1) of the CGST Act, 2017 - concerning credit related to other goods and services for the tax period 2017¬ 18 amounting to Rs. 12.99 Lakhs.
The Company has challenged the said actions of the GST Department before the Hon'ble National Company Law Tribunal (NCLT) to quash and set aside the orders and the demand stand extinguished pursuant to the approval of resolution plan by Hon'ble NCLT vide order dated 13-Dec-2021, and to direct the respondant not to take any coercivre action for recovery of its dues. The matter is currently pending for adjudication.
Further, the Company has evaluated the impact of the Hon'ble Supreme Court judgment dated April 13, 2021, in the matter of Ghanashyam Mishra and Sons (P) Ltd. v/s Edelweiss Asset Reconstruction Co. Ltd., wherein the Apex Court held that once a resolution plan is approved by the adjudicating authority under Section 31 of the Insolvency and Bankruptcy Code, 2016, all claims, including statutory claims, not included in the plan shall stand extinguished.
Based on the legal assessment and internal evaluation, and taking into consideration the aforementioned judgment, the Company is of the view that it has a strong legal position. However, since the matter is sub-judice, a contingent liability amounting to Rs.22.673 Lakhs has been disclosed in accordance with Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
Note - 47 - Operating Segment Information
(a) The company has identified "Steel Products" viz Billets, Ingots, Forged Roundbars, Forged Bright Roundbars, Roundbars, RCS Bars, Brightbars and Seamless Pipes & Tubes, Electric Resistance Welded (ERW) Pipes & Tubes, which have similar risks and returns, as its sole primary business segment, accordingly, there are no separate reportable segment.
(b) Geographical Information
The geographical information analyses the Company's revenues and Non - Current Assets by the company's country of domicile (i.e., India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of customers and segment assets have been based on the geographical location of assets.
Note - 52 - Financial Instruments
The Company's financial liabilities mainly comprise the loans and borrowings in foreign as well as domestic currency, money related to capital expenditures, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's financial assets comprise mainly of investments, security deposits, cash and cash equivalents, other balances with banks, trade and other receivables that derive directly from its business operations.
The Company is exposed to the Market Risk, Credit Risk and Liquidity Risk from its financial instruments.
The Management of the Company has implemented a risk management system which is monitored by the Board of Directors of the Company. The general conditions for compliance with the requirements for proper and future-oriented risk management within the Company are set out in the risk management principles. These principles aim at encouraging all members of staff to responsibly deal with risks as well as supporting a sustained process to improve risk awareness. The guidelines on risk management specify risk management processes, compulsory limitations, and the application of financial instruments. The risk management system aims to identify, assess, mitigate the risks in order to minimize the potential adverse effect on the Company's financial performance.
The following disclosures summarize the Company's exposure to the financial risks and the information regarding use of derivatives employed to manage the exposures to such risks. Quantitative Sensitivity Analysis has been provided to reflect the impact of reasonably possible changes in market rate on financial results, cash flows and financial positions of the Company.
* Investment in subsidiaries are measured at cost as per Ind AS 27, "Separate financial statements", and hence not presented here.
@ Fair value of financial assets and liabilities measured at amortized cost approximates their respective carrying values as the management has assessed that there is no significant movement in factor such as discount rates, interest rates, credit risk. The fair values are assessed by the management using Level 3 inputs.
# The financial instruments measured at FVTPL represents current investments and derivative assets having been valued using level 2 valuation hierarchy.
Fair Value Hierarchy
The fair value of financial instruments as referred to in note below 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.
Note - 52 - Financial Instruments (Contd.....)
B 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, Currency Risk and Other Price Risk". Financial instrument affected by the Market Risk includes loans and borrowings in foreign as well as domestic currency, retention money related to capital expenditures, trade and other payables.
(a) Interest Rate Risk
Interest Rate Risk is the risk that fair value or future cash outflows of a financial instrument will fluctuate because of changes in market interest rates. An upward movement in the interest rate would adversely affect the borrowing cost of the Company. The Company is exposed to long term and short - term borrowings. The Company manages interest rate risk by monitoring its mix of fixed and floating rate instruments and taking actions as necessary to maintain an appropriate balance. The Company has not used any interest rate derivatives.
C Credit Risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.The Company assesses and manages credit risk based on internal credit rating system. 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. (i) Low credit risk, (ii) Moderate credit risk, (iii) High credit risk. Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
• Cash and Cash Equivalent and Bank Balance:
Credit Risk related to cash and cash equivalents and bank balance is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.
• Loans and other Financial Assets Measured at Amortized Cost:
Other financial assets measured at amortized cost includes export benefits receivables, bank deposits with maturity of more than 12 months and other receivables. 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.
• Trade Receivables:
Life time expected credit loss is provided for trade receivables. Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.
• Expected Credit Losses:
Expected Credit Loss for Trade Receivables and Other Receivables under simplified approach:
The Company recognizes lifetime expected credit losses on trade receivables & other receivables using a simplified approach, wherein Company has defined percentage of provision by analyzing historical trend of default based on the criteria defined below and such provision percentage determined have been considered to recognize life time expected credit losses on trade receivables/other receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for). Further, the Company has evaluated recovery of receivables on a case to case basis. No provision on account of expected credit loss model has been considered for related party balances. The Company computes credit loss allowance based on provision matrix. The provision matrix is prepared on historically observed default rate over the expected life of trade receivable and is adjusted for forward - looking estimate.
E Capital Management
The Company's capital management objectives are:
> To ensure the company's ability to continue as a going concern
> To provide an adequate return to share holders
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 dividend paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
The Company monitors its capital using gearing ratio, which is net debt divided to total equity. Net debt includes, interest bearing loans and borrowings and lease liabilities less cash and cash equivalents, bank balances other than cash and cash equivalents.
Note - 55 - Corporate Insolvency Resolution Process (Resolution Plan)
H M Industrial Private Limited (HMIPL) (FY 2022-23)
(A) In the matter of H.M. Industrial Private Limited, a Corporate Debtor ('CD'/'HMIPL') an application for CIRP proceedings was admitted by Hon'ble NCLT (NCLT), Ahmedabad under provisions of the Insolvency and Bankruptcy Code, 2016 (Code) on 07-06-2019. Hon'ble NCLT had ordered for moratorium under section 14 of the Code. Vide order dated 07¬ 06-2019. Thereafter, Application for approval of Resolution Plan submitted by Mangalam Global Enterprise Limited, a group Company under the provisions of IBBI (Insolvency Resolution Process for Corporate Persons Regulations, 2016) along with Scheme of Arrangement in the nature of demerger and amalgamation, under Section 230-232 of the Companies Act, 2013, has been approved by the Hon'ble NCLT (Adjudicating Authority), vide order dated 20-09¬ 2022.
(a) The approved 'Resolution Plan' shall become effective from the date of passing of this order (Date 20-09-2022) (Order).
(b) The order of moratorium dated 07-06-2019 passed by this Adjudicating Authority under Section 14 of IBC, 2016 shall cease to have effect from the date of the order.
(c) The resolution applicant has sought for concessions and Reliefs, /Directions/ Specific -orders from NCLT requested/ Prayed under the Resolution Plan.
(d) With regards to concessions and Reliefs,/Directions/ Specific -orders from NCLT requested/ Prayed under the Resolution Plan, the NCLT has made following directions.
As far as reliefs and concessions claimed by the Resolution Applicant, the law has been well settled by the Hon'ble Supreme Court in the case of Ghanashyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited and Ors. reported in MANU/SC/0273/2021 in the following words:
I. "The legislative intent behind this is, to freeze all the claims so that the resolution applicant starts on a clean slate and is not flung with any surprise claims. If that is permitted, the very calculations on the basis of which the resolution applicant submits its plans, would go haywire and the plan would be unworkable.
II. We have no hesitation to say, that the word "other stakeholders" would squarely cover the Central Government, any State Government or any local authorities. The legislature, noticing that on account of obvious omission, certain tax authorities were not abiding by the mandate of I&B Code and continuing with the proceedings, has brought out the 2019 amendment so as to cure the said mischief..."
In view of the above, we hold that the Resolution Applicant cannot be saddled with any previous claim against the Corporate Debtor prior to initiation of its CIRP. For the permits, licenses, leases, or any other statutory right vested in the Corporate Debtor shall remain with the Corporate Debtor and for the continuation of such statutory rights, the resolution applicant has to approach the concerned statutory authorities under relevant laws.
Note - 55 - Corporate Insolvency Resolution Process (Resolution Plan) (Contd.....)
H M Industrial Private Limited (HMIPL) (FY 2022-23)
(B) Successful Resolution Applicant and Scheme of Arrangement
The adjudicating authority has approved the resolution plan submitted by M/s Mangalam Global Enterprise Limited (Successful Resolution Applicant), one of the group company, alongwith the Scheme of Arrangement in nature of demerger and amalgamation vide its order dated 20-09-2022.
As a part of Resolution Plan, a composite scheme of arrangement is proposed by Resolution Applicant, whereby it is proposed to demerge Steel Division of the Corporate Debtor (HMIPL) in to Mangalam Worldwide Limited and also amalgamation of remaining business of CD (HMIPL) into Mangalam Global Enterprise Limited (MGEL) (Resolution Applicant).
On approval of Resolution Plan, the existing Board of Corporate Debtor is proposed to be replaced by MGEL nominees on the Board to manage the company. MGEL shall identify and appoint a suitable professional to manage the affairs of the company on a day-to-day basis, with the support of the key managerial personnel of the company and with guidance from the Board of Directors.
(C) Payment and settlement of Claims/ Accounting of effect of Resolution Plan:
(a) The resolution plan is being given effect in to the present accounts. After approval of the resolution plan by the Adjudicating Authority, the Resolution Applicant filed Interlocutory Application (IA) for extension of time for making payment of the last tranche to the Secured Financial Creditors which otherwise falls due on 19th December, 2022 under Resolution Plan. Thereafter, as per Adjudicating Authority order dated 21st February, 2023, the Company and Resolution Applicant had made the entire payment / last trench of payment on 24-02-2023, as per approved resolution plan, as per the details given below.
(c) All the liabilities/ Claims which are extinguished and not payable as per the approved resolution plan has been written back and credited to Reserve and Surplus.
(d) Any asset which is identified and no longer exist is written off and debited to Profit & Loss account.
(e) Fixed Assets is continued at its carrying value after providing for depreciation as per accounting policy.
(f) Provision for diminuting in value of investment is made as per the information available and realisability estimation based on conservatism.
(g) Provision for doubtful debts and other current assets is made as per the information available and realisability estimation based on conservatism.
Reason for Variance
(i) The increase in Debt Equity Ratio reflects strategic borrowing to fund growth, while maintaining a balanced and prudent capital structure.
(ii) Inventory Turnover Ratio is declined due to increased inventory levels required for supporting new high value product introductions that have a longer manufacturing cycle and also maintaining adequate inventory levels, which helps ensure smooth production and timely delivery.
(iii) The reduction in Trade Receivable Turnover Ratio reflects the company's strategy to offer extended credit terms, fostering stronger customer relationships and driving sales growth as part of its market expansion.
(iv) the decrease in Trade Payable Turnover Ratio arises from availing longer credit periods from suppliers, in line with market practices, Which improves the compnay's working capital management during its growth phases.
(v) Our main activity is manufacturing and trading; investment income is incidental and earned only on surplus funds available beyond routine business needs.
* Earnings for Debt Service = Earnings before finance costs, depreciation and amortisation, exceptional items and tax (EBIDTA)/ (Finance cost for the year Principal repayment of long-term debt liabilities within one year.
Note - 57 - Events Occurring after the Balance sheet Date
The Group evaluates events and transactions that occur subsequent to the balance sheet date but Prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. There are no subsequent events to be recognized or reported that are not already disclosed.
Note - 58 - Audit Trail
The Company uses an accounting software for maintaining its books of account which has operated throughout the year for all relevant transactions recored in the accounting software. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.
Note - 59 - Social Security Code
The Indian Parliament has approved the Code on Social Security, 2020 ("Code") which may likely impact the obligations of the Company for contribution to employees' provident fund and gratuity. The effective date from which the Code is applicable and the rules to be framed under the Code are yet to be notified. In view of this, impact if any, of the change will be assessed and accounted in the period in which the Code and the rules thereunder are notified.
Note - 60 - Additional Regulatory Information
(a) The title deeds of 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.
(b) The Company have investment property of an immovable property bearing GF-08, Himalaya Business Centre, 132 ft. Ring Road, RTO Circle, Ahmedabad, amount of Rs. 366.70 Lakhs
(c) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and Intangible Assets.
(d) There are no Loans or Advances in the nature of loans that are granted to Promoters, Directors, KMPs and their Related Parties (as defined under Companies act, 2013), either severally or jointly with any other person, that are outstanding as on 31 March 2025:
(i) Repayable on Demand; or
(ii) Without specifying any terms or period of repayment
(e) There is no Capital Work in Progress as on 31st March 2025.
(f) There are no Intangible Assets under development As at 31-Mar-2025
(g) 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.
(h) Borrowings Secured against Current Assets: Refer Note No. 27.1
Note - 60 - Additional Regulatory Information (Contd.....)
(i) The Company is not declared Willful Defaulter by any Bank or Financial Institution or Other Lender.
(j) The Company has not undertaken any transactions with Companies Struck Off Under Section 248 of the companies act, 2013 or section 560 of companies act, 1956.
(k) No Charges or satisfaction of charges are yet to be registered with registrar of companies beyond the statutory period as on 31 March 2025.
(l) The Company has complied with the number of layers prescribed Under Clause (87) of Section 2 of the act read with Companies (Restriction on Number of Layers) Rules, 2017.
(m) No Scheme of arrangements has been approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013 except as disclosed in Note No. 55
(n) 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(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (ultimate beneficiaries) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(o) 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 directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (ultimate beneficiaries) by or on behalf of the funding party or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(p) No Transactions has been surrendered or disclosed as income during the year in the tax assessment under the income tax act, 1961. There are no such previously unrecorded income or related assets.
(q) Corporate Social Responsibility (CSR) : Refer Note No. 50
(r) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(s) As on 03rd February, 2025 the Company, Promoters/Directors and others have received a Show Cause Notice dated 29th January 2025, in the matter of Mangalam Global Enterprise Limited issued under sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) of the Securities and Exchange Board of India, 1992 (SEBI Act) by SEBI, alleging violation, inter- alia, of provisions of Section 12A (d) and (e) of SEBI Avt read with Regulation 3(a), (b), (c),(d), 4(1), 4(2)(a)(d) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (PFUTP Regulations). The Company, Promoters/Directors and others are in the process to comply with the same and has filed a preliminary response along with the settlement application with the SEBI in March 2025
Note - 61 -
Previous Year's figures have been regrouped, rearrange, reclassified & recasted wherever necessary to correspond with the current year classification / disclosure.
Note - 62 - Authorisation of Financial Statements
The Financial Statements for the year ended 31st March 2025 were approved by the board of directors on 30th April, 2025_
As our report of even date For and on behalf of the Board of Directors,
For, Keyur Shah & Co.
Chartered Accountants
Vipin Prakash Mangal Chandragupt Prakash Mangal
Keyur Shah Chairman (DIN:02825511) Managing Director (DIN:07408422)
Proprietor
M. No.: 153774 Mohit Kailash Agrawal Apexa Ajaykumar Panchal
FRN: 141173W WTD & CFO (DIN:09696637) Company Secretary (M. No.: A35725)
Place : Ahmedabad Date : 30th April 2025
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