a) There are no trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
b) Customer credit risk is managed based on the Company's established policy, procedures and control relating to customer credit risk management, pursuant to which outstanding customer receivables are regularly monitored by the management. Outstanding customer receivables are regularly monitored by the management to ensure the risk of credit loss is minimal. Credit quality of a customer is assessed based on historical information in relation to pattern of collections, defaults and credit worthiness of the customer.
d) Terms/ rights attached to equity shares
The Company has one class of equity shares having a par value of Rs. 2/- per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend, which is approved by the Board of Directors. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be proportional to the number of equity shares held by the shareholders.
e) There were no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and there were no buy back of shares during the last 5 years immediately preceding 31 March 2025 other than 3,82,45,275 bonus equity shares of Rs. 2/- each issued and allotted to its shareholders by capitalising General reserves amounting to Rs. 7.65 crores in the financial year 2021-22.
g) Capital management
The Company's capital management objectives are:
- to safeguard the Company's ability to continue as a going concern, and continue to provide optimum returns to the shareholders and all other stakeholders by building a strong capital base.
- to maintain an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the return on capital to shareholders, issue new shares, or sell investments / other assets to reduce debt.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders plus its borrowings and cash credit facility, if any, less cash and cash equivalents as presented on the face of the balance sheet. 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. The amounts managed as capital by the Company for the reporting years are summarized as follows:
Nature and purpose of reserves Capital reserve
Capital reserve represents the difference between the net assets acquired and the carrying value of investment in the wholly owned subsidiary on merger.
General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income
Securities premium
Securities premium comprises of the amount of share issue price received over and above the face value.
Surplus in statement of profit and loss
The above reserve represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for distribution of dividend by the Company in accordance with the provisions of the Companies Act, 2013.
Items of other comprehensive income
Represents remeasurement of defined benefit liability which comprises of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability.
Provision for employee benefits
a) Gratuity
In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan”) covering eligible employees. The Gratuity plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund maintained by Reliance Nippon Life Insurance Company Ltd
The sensitivity analysis presented above may not be representative of the actual change in the obligation, since the above analysis are based on change in an assumption while holding other assumptions constant. In practice, it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
vii) Risk exposure
The defined benefit plan exposes the Company to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk.
Interest rate risk
The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of G-sec securities. The estimated term of the bonds is consistent with the estimated term of the defined benefit obligation and it is denominated in Indian rupees. A decrease in market yield on G-sec securities will increase the Company's defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain of the plan assets.
Investment risk
The company maintains plan assets in the form of fund with Reliance Nippon Life Insurance Company Ltd. The fair value of the plan assets is exposed to the market risks (in India).
Longevity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Inflation risk
A significant proportion of the defined benefit liability is linked to inflation. An increase in the inflation rate will increase the Company's liability.
b) Compensated absences
The Employees of the Company are entitled to compensated absence. Employees can carry forward a portion of the unutilized accrued compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence as per Company policy. The Company records an obligation for compensated absences in the period in which employees render services that increase this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. The liability has been actuarially evaluated and accounted in the books.
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March, 2025 and 31 March, 2024 has been made in the financials statements based on information received and available with the Company. Further, the Company has not paid any interest to any micro and small enterprises during the current year and previous year.
c) Segment information
In accordance with Ind AS 108, Operating Segments, the Company has identified manufacture and sale of electronic boards and systems and related annal maintenance services for defence sector. The Chief Operating Officer(COO) evaluates the Company performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, the Company has identified only one segment as primary reportable segment for the year ended 31 March, 2025 and 31 March, 2024.
NOTE 36 : Contingent liabilities and commitments
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i) Contingent liabilities
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Particulars
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As at
31 March 2025
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As at
31 March 2024
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Claims against the company not acknowledged as debt in respect of:
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- Income tax
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0.77
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0.87
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- Sales tax
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2.92
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2.92
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- Service tax
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3.41
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0.48
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Total
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7.10
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4.27
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Sales tax and service tax demands disputed by the Company and appeals filed against these disputed demands are pending before respective appellate authorities. Outflows, if any, arising out of these claims would depend on the outcome of the decision of the appellate authorities and the Company's rights for future appeals.
The Company has on-going disputes with Income Tax Authorities against demands arising on completion of assessment proceedings under Income Tax Act, 1961. The Company has evaluated the above pending disputes and expects that its position will likely be upheld on ultimate resolution and these will not have a material adverse effect on the Company's financial position and results of operations.
Management considers amortized cost for financial asset and liabilities to approximate the fair value. The Company does not have any assets measured at FVOCI.
The carrying amounts of trade receivables, cash and bank balances, financial assets, borrowings, trade payables and financial liabilities are considered to be approximately equal to the fair value.
b) Fair value measurement hierarchy
The Company records certain financial assets and financial liabilities at fair value on a recurring basis. The Company determines fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
The Company holds certain financial assets which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's assumptions about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of fair value hierarchy. These levels are based on the observability of significant inputs to the measurement, as follows:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.
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.
The fair values of the Company's interest-bearing borrowings and loans are determined under amortised cost method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. These rates are considered to reflect the market rate of interest and hence the carrying value are considered to be at fair value.
Cash and bank balances, trade receivables, other financial assets, borrowings, trade payables and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.
NOTE 38 : Financial risk management
The Company's principal financial liabilities comprise of loans and borrowings, trade and other financial liabilities . The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets include trade receivables, investments, cash and bank balance, deposits and other financial asset that derive directly from its operations.
The Company is exposed to market risk, interest rate risk, foreign currency risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The Company's senior management assesses the financial risks and the appropriate financial risk governance framework in accordance with the Company's policies and risk objectives. The Board of Directors review and agree on policies for managing each of these risks, which are summarised below.
a) Market risk
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risks, which result from both its operating and investing activities.
b) Interest rate risk
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. The Company's exposure to the risk of changes in market interest rates are managed by borrowing at fixed interest rates. The Company has pre-closed all the loans and there is no outstanding loan as at 31 March 2025, accordingly no interest rate risk.
c) Foreign currency risk
Most of the Company's transactions are carried out in Indian rupees. Exposures to currency exchange rates arise from the Company's overseas sales and purchases of materials, which are primarily denominated in US dollars (USD) and Great Britain Pound (GBP).
Foreign currency denominated financial assets and financial liabilities which exposes the Company to currency risk are disclosed below. The amounts shown are those reported to key management translated at the closing rate:
Currency risk (or foreign exchange risk) arises on financial instruments that are denominated in a foreign currency, i.e. in a currency other than the functional currency in which they are measured. For the purpose of this disclosure, currency risk does not arise from financial instruments that are non-monetary items or from financial instruments denominated in the functional currency.
The following table illustrates the sensitivity of profit and equity in regards to the Company's financial assets and financial liabilities and the USD/Rs exchange rate, GBP/Rs exchange rate and CHF/Rs exchange rate, 'all other things being equal'. It assumes a /- 1% change of the USD/Rs. exchange rate for the year ended at 31 March 2025 (31 March 2024: /-1%), /- 1% change of the GBP/Rs exchange rate for the year ended 31 March 2025 (31 March 2024: /- 1%).
If the Indian Rupee had strengthened against the USD by 1% during the year ended 31 March 2025 (31 March 2024: 1%), GBP by 1% during the year ended 31 March 2025 (31 March 2024: 1%) respectively then this would have had the following impact on profit before tax and equity before tax.
If the Indian Rupee had weakened against the USD by 1% during the year ended 31 March 2025 (31 March 2024: 1%) and GBP by 1% during the year ended 31 March 2025 (31 March 2024: 1%) respectively then there would be an equal but opposite effect on the above currencies to the amount shown above, on the basis that all other variables remain constant.
d) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example trade receivables, deposits, investment, bank balance etc. the Company's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at reporting period, as summarised below:
The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company's policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.
In respect of trade receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics (Also refer note 23) . Trade receivables consist of a large number of customers. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good, since most of its customers are either Goverment or Government departments or Companies under Government ownership.
The credit risk for cash and bank balances are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Other financial assets, mainly comprises of rental deposits, security deposits and other receivables which are given to landlords or other governmental agencies in relation to contracts executed, are assessed by the Company for credit risk on a continuous basis.
e) Liquidity risk
Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-today business. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on a monthly, quarterly, and yearly basis depending on the business needs. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.
The Company's objective is to maintain cash and bank's short term credit facilities to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities.
The Company considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its cash resources and trade receivables. Cash flows from trade receivables are all contractually due within twelve months except for retention and long term trade receivables which are governed by the relevant contract.
The Company's principal sources of liquidity are cash and cash equivalents, investment income, interest from deposits and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
The tables below set out the maturities of the Company financial liabilities:
c) The Company does not have any charges or satisfaction which is yet to be registered with Register of Companies(ROC) beyond the statutory period
d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding 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.
f) 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 on behalf of the ultimate beneficiaries,
g) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
h) The Company has not been declared willful defaulter by any bank or financial Institution or other lender.
i) The Company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.
j) The Company has complied with the number of layers prescribed under of Section 2(87) of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
k) Quarerly returns and statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
l) The Company does not have any immovable properties other than a building constructed on land, that has been taken on lease and disclosed in the financial statements (as property, plant and equipment & right-of use asset respectively) as at the balance sheet date, the lease agreement is duly executed in favour of the Company. In respect of other immovable properties that have been taken on lease and disclosed in the financial statements (as right-of use asset) as at the balance sheet date, the lease agreements are duly executed in favour of the Company.
m) During the financial year, the Company has not revalued any of its Property, Plant and Equipment , Right of Use Asset and Intangible Assets.
n) The Company has maintained daily backup in accordance with the requirements of Companies Act 2013.
o) In accordance with Rule 3(1) of the Companies (Accounts) Rules, 2014, the Company uses only accounting software for maintaining its books of account that includes a feature for recording an audit trail of each and every transaction, creating an edit log of every change made in the books of account and during the year there was no instance of the audit trail feature being tampered with. This audit trail feature was operational throughout the year, except in the case of software managed by a third-party service provider used for maintaining payroll record, in the absence of an independent auditor's report, the availability and functioning of the audit trail (edit log) feature in that software or whether there was any instance of the audit trail feature been tampered with could not be determined.
Additionally, the audit trail that was enabled and operated for the year ended March 31,2024, has been preserved as per the statutory requirements for record retention.
The Company has established and maintained an adequate internal control framework over its financial reporting and based on its assessment, has concluded that the internal controls for the year ended March 31,2025, were effective.
NOTE 41:
In connection with the preparation of the standalone financial statements for the year ended 31 March 2025, the Board of Directors have confirmed the propriety of the contracts / agreements entered into by / on behalf of the Company and the resultant revenue earned / expenses incurred arising out of the same after reviewing the levels of authorisation and the available documentary evidences and the overall control environment. Further, the Board of Directors have also reviewed the realizable value of all the current assets of the Company and have confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the standalone financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements at its meeting held on 17 May 2025. The shareholders of the Company have the rights to amend the Standalone Financial Statements in the ensuing Annual general meeting post issuance of the same by the Board of directors.
NOTE 42 : Events after the latest reporting period, i.e. 31 March 2025
The Board of Directors have recommended a final dividend of Rs 7.90 per Equity Share of Rs. 2.00 each for the financial year 2024-2025, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and hence no provision is created in the financial statements.
If the final dividend is approved, it would result in cash outflow of approximately of Rs. 44.23 Crores.
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