Note 3(b) : Right-of-use assets and lease liabilities 3(b)(i) The Company as lessee
- Asset acquired on finance lease represents Leasehold land. The total lease term is 95 years, remaining lease term is 61 years as on March 31,2023. The Company does not have an option to purchase the land at the end of the lease term. Company has taken premises on lease along with certain equipment for term of 5 years to 10 years.
- Also Company has taken motor vehicle on lease which have lease term varying from 2 years to 5 years.
- The effective interest rate for lease liabilities is from 8.00% to 9.95%.
- The Company is restricted from assigning and subleasing the leased assets.
(iii) Terms and rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 10 /- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees.
The Board of directors have recommended dividend of ' 2.00 per equity share for the year ended March 31, 2023. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. 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, items included in general reserve will not be reclassified subsequently to the statement of profit and loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve and also considering the provisions of the Companies Act, 2013.
Retained earnings
The same reflects surplus/ (deficit) after taxes in the Statement of Profit and Loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve and also considering the requirements of the Companies Act, 2013.
Reserve for FVOCI equity instruments
This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earning when those assets have been disposed off.
Note on dividend:-
*For financial year ended March 31,2022, the Board of Directors had recommended a dividend of 18% (March 31,2021: 12%) which was '1.80 (March 31, 2021: '1.20) per equity share of '10/- each, which is approved by shareholders in the Annual General Meeting of the Company held on July 8, 2022.
For financial year ended March 31,2023, the Board of Directors have recommended a dividend of 20% (March 31,2022: 18%) which is '2.00 (March 31,2022: '1.80) per equity share of '10/- each. This is subject to approval at the annual general meeting by the members and liability is not recognised as at March 31,2023.
Note 29 : Scheme of internal restructuinga) Description
(A) The Company vide its letter dated September 1,2017 informed the stock exchange about the approval of the Board of Directors to
(i) transfer by way of slump sale on a going concern basis, for a lump sum consideration to its wholly owned subsidiary, Nelco Network Products Ltd (NNPL) of the following:
(a) Integrated Security and Surveillance Solution ('ISSS') business and
(b) Very Small Aperture Terminals ("VSAT") hardware business and allied services consisting of network management, project management, infrastructure services, turnkey solutions for satellite communication systems, and co-location services to customers other than Tatanet Services Ltd (TNSL); and
(ii) the amalgamation of TNSL with the Company, through a composite scheme of Arrangement and Amalgamation (Proposed Scheme).
(B) The Proposed Scheme was approved by National Company Law Tribunal ('NCLT') on November 2, 2018. During the quarter ended June 2021 the Company has received approval from Department of Telecommunications (DoT) on June 9, 2021 on Proposed Scheme. The scheme was effective from appointment date i.e. April 1, 2017. Pursuant to approval, the Proposed Scheme was accounted for as follows:
• Discontinued operations was transferred to NNPL in accordance with IND AS 105. Considering the materiality and convenience reason, demerger impact was given from June 1,2021; and
• TNSL merger was accounted in accordance with Appendix C of IND AS 103 "Business Combination" and accordingly, results of all the previous periods were restated by including results of the Transferor Company from the beginning of the previous year i.e. April 1,2020.
c) TNSL merger
Tatanet Services Limited (TNSL) as part of internal restructuring amalgamated with the Company. The Company has acquired assets and liabilities of TNSL and accounted for the same as per IND AS 103 business combination from the 1st April 2020 and accordingly Company has restated numbers for March 2021.
Note 30 : Fair value of financial assets and financial liabilities
The carrying amount of all financial assets and liabilities appearing in the financial statements is reasonable approximation of fair value. The following tables presents the carrying value and fair value of each category of financial assets and liabilities
Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation technique 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.
(ii) Valuation technique used to determine fair value
a) Specific valuation technique used to value financial instruments include:
- The use of quoted market price or dealer quotes for similar instruments.
- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
b) During the current year, there is no significant movement in the items of fair value measurements categorised within Level 3 of the fair value hierarchy.
c) The Fair value for investment in unquoted equity share were calculated based on risk adjusted discounted rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
(iii) Valuation processes
The finance department of the Company performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the CFO, Audit Committee and the finance team at least once every three months, in line with Company's quarterly reporting periods.
The carrying amounts of cash and cash equivalent, other bank balances, other financial assets, trade payables are considered to be the same as their fair values, due to their short-term nature.
The Fair value of loans, trade receivables, borrowings and other financial liabilities were calculated based on cash flows discounted using a current deposit rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
Significant estimates
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see (ii) and (iii) above.
Note 31 : Financial Risk Management
The company's activities expose it to market risk, liquidity risk and credit risk.
The Company's principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to support its operations. The Company's principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, foreign currency risk, liquidity risk and credit risk. The Company's senior management oversees the management of these risks. The Company's senior management is supported by a Risk management committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The Risk management committee provides assurance to the Company's senior management that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
(A) Credit Risk
Credit risk is the risk that counterparty will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with bank and financial institution, Loans and deposits with third party and other financial instruments / assets.
The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. It considers reasonable and supportive forwarding-looking information such as: adverse changes in business, changes in the operating results of the counterparty, change to the counterparty's ability to meet its obligations etc. Financial assets are written off when there is no reasonable expectation of recovery.
(i) Credit Risk Management Financial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks, security deposits with counterparties, loans to third parties. Individual risk limits are set for each counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively monitored by the Company.
The Company's maximum exposure to credit risk as at March 31,2023 and March 31,2022 is the carrying value of each class of financial assets as disclosed in the standalone financial statements.
Trade receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix and forwardlooking information and an assessment of the credit risk over the expected life of the financial asset to compute the expected credit loss allowance for trade receivables.
Individual receivables which are known to be uncollectible are written off by reducing the carrying amount of trade receivable and the amount of the loss is recognised in the statement of profit and loss within other expenses.
Specific allowance for loss has also been provided by the management based on expected recovery on individual customers.
Four customer as at March 31, 2023 and five customers as at March 31, 2022 individually contributed to more than 5% of the total balance of trade receivables. Receivable from these customers was '1,453 Lakhs and '980 Lakhs as at March 31,2023 and March 31,2022 respectively.
Management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year that has not been provided for.
Other than trade receivables and financial assets.
Management believes that the parties from which the receivables are due have strong capacity to meet the obligations and risk of default is negligible or nil and accordingly no significant provision for expected credit loss has been recorded.
Credit risk from balances with bank and financial institutions is managed by the Company's treasury department in accordance with the Company's policy.
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due through rolling cash flow forecast. Also, the Company has unutilized credit limits with banks.
The Bank has an unconditional right to cancel the undrawn/ unused/ unavailed portion of the loan/ facility sanctioned at any time during the period of the loan/ facility, without any prior notice to the Company.
(ii) Maturities of financial liabilities
The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities for all non derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balance due within 12 months equal their carrying balances as the impact of discounting is not significant.
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, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, trade payables, deposits, investments, trade receivables, other financial assets and derivative financial instruments.
(i) Foreign currency risk
Company is exposed to foreign exchange risk arising from direct transactions in foreign currency and also indirectly through transactions denominated in foreign currency though settled in functional currency (INR), primarily with respect to the US Dollar (USD). Foreign currency risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency (INR).
The risk is measured through a forecast of highly probable foreign currency cash flows.
(ii) Interest Rate Risk
The Company's main interest rate risk arises from long-term borrowings with variable rates, which expose the company to cash flow interest rate risk.
Note 32 : Capital Management Risk Management
The Company's objectives when managing capital are to
- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
- Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Loan covenants
Under the terms of the major borrowing and facilities, the Company is required to comply with the following financial covenants
Exclusive charge over the VSAT's related assets with minimum security cover of 1.25x at all times.
Company has complied with the above covenants throughout the reporting period.
Company has regularly filed statements with banks from whom loans are taken and there are no deviation from books of accounts. (refer note 43).
Note 33 : Offsetting Financial Assets And Financial Liabilities
There are no financial assets and liabilities which are eligible for offset under any arrangement.
Note 34 : Assets pledged As Security Collateral against borrowings
Current assets and property, plant and equipment's of the Company are pledged as security against debt facilities from the lender i.e. land and building, plant and machinery situated at Mahape, Maharashtra and Dehradun, Uttarakhand.
The Company has pledged financial instruments as collateral against a number of its borrowings. Refer to note no. 13 for information on borrowings.
Note 35 : Employee benefit obligations
a. Short-term employee benefits
These benefits include salaries and wages, including other monetary and non-monetary benefits, compensated absences which are either non-accumulating or accumulating and expected to be availed within twelve months after the end of the reporting period.
ii) Defined Benefit Plans
The Company operates the following funded/unfunded defined benefit plans:
- Provident Fund (Funded):
The Company makes Provident Fund contributions to defined benefit plans for eligible employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up as a trust by the Company. The Rules of the Company's provident fund administered by the Trust requires that if the Board of Trustees are unable to pay interest at the rate declared by Central Government under para 60 of the Employees' Provident Fund Scheme, 1952 then the shortfall shall be made good by the Company. Having regard to the assets of the fund and the return on the investments, the Company does not expect any shortfall in the foreseeable future.
In terms of guidance note issued by the Institute of Actuaries of India, the Actuary has provided a valuation of Provident fund liability based on the assumptions listed and determined that there is no shortfall as at March 31,2023 and March 31,2022, respectively.
Provident Fund Assessment as per recent Supreme court Judgment
Recent Supreme Court judgement in case of Vivekananda Vidyamandir and Others (February 2019) lays down principles to exclude a particular allowance from the definition of "basic wages" for the purposes of computing the deduction towards provident fund contributions. A review petition have been filed against the said order by other Companies and await clarification from Provident Fund Commissioner/ Supreme Court. Based on the initial assessment and recently concluded inspections by Provident Fund authorities, management does not expect any material impact on the financial statements.
Gratuity (funded)
Till March 31,2021 gratuity was unfunded. In the year ended March 31,2022 the Company has created a gratuity trust. The Company has a funded defined benefit gratuity plan. The Company's defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The gratuity liability amount is contributed to the approved gratuity fund formed exclusively for gratuity payment to the employees. The gratuity fund has been approved by respective Income Tax authorities. The liability in respect of gratuity and other post employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees' services.
The following table sets out the status of the defined benefit scheme and the amount recognised in the standalone financial statements:
The discount rate is based on the prevailing market yields of Government of India securities as at the
balance sheet date for the estimated term of the obligations.
This plan typically exposes the Company to actuarial risks such as:
a) Interest rate risk - A decrease in the bond interest rate will increase the plan liability.
b) Demographic risk - This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.
c) Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.
The estimate of future salary increases considered, takes into account the inflation, seniority, promotion,
increments and other relevant factors.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
iii) Other employee benefits
Compensated absences which are accumulated and not expected to be availed within twelve months after the end of the reporting period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date. Compensated absences is recognised as a liability based on actuarial valuation of the defined benefit obligation as at the balance sheet date.
a) An amount of ' 22 Lakhs (March 31,2022: ' 44 Lakhs) has been charged to the Statement of Profit and Loss for the year ended March 31,2023 towards Compensated absences.
b) Provision for compensated absences has been made on the basis of actuarial valuation carried out as at the Balance sheet date.
c) Net liability recognised in the Balance Sheet as at March 31,2023 is ' 101 Lakhs (March 31, 2022: ' 90 Lakhs).
a) Provision for disputes represents estimates made for probable liabilities arising out of pending assessment proceedings with various Government Authorities and others. The information usually required by Ind AS 37 -"Provisions, Contingent Liabilities and Contingent Assets", is not disclosed on grounds that it can be expected to prejudice the interests of the Company. The timing of the outflow with regard to the said matter depends on the exhaustion of remedies available to the Company under the law and hence, the Company is not able to reasonably ascertain the timing of the outflow (refer note 39).
Future cash outflows in respect of the above matters are determinable only on receipt of judgments/decisions pending at various forums / authorities.
The above figures for contingent liabilities do not include amounts towards certain additional penalties/interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified. Unless otherwise stated below, the management believes that, based on legal advice, the outcome of these contingencies will be favourable and that a loss is not probable, further outflow of resources is not probable in either cases.
The Company does not have any contingent assets at the balance sheet date.
The Supreme court of India in the month of February 2019 had passed a judgement relating to definition of wages under the Provident Fund Act, 1952. The management is of the view that there are interpretative challenges on the application of the judgement retrospectively. Based on the legal advice and in the absence of reliable measurement of the provision for earlier periods, the Company has made a provision for provident fund contribution pursuant to the judgement only from the date of Supreme Court Order. The Company will evaluate its position and update its provision, if required, on receiving further clarity on the subject. the Company does not expect any material impact of the same.
Note 46 : There are no Micro and Small Enterprises to whom the company owes dues, which are outstanding as at March 31,2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined on the basis of information available with the Company.
Note 47 : The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and postemployment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
Note 48: Events after the reporting period
The Company has evaluated subsequent events from the balance sheet date through April 24, 2023 the date at which the financial statements were available to be issued, and determined that there are no material items to be disclosed other than those disclosed above.
Note 49: Previous year's figures have been regrouped/reclassified , wherever necessary, to conform to the current year's classification.
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