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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 533704ISIN: INE122M01019INDUSTRY: Shipping

BSE   ` 30.28   Open: 31.01   Today's Range 30.05
31.29
-0.37 ( -1.22 %) Prev Close: 30.65 52 Week Range 8.15
39.02
Year End :2023-03 

Recognition of revenue amounting to ' 369.81 crore (including accrued interest up to 31st March 2018) in the financial year 2017-18, based on compensation granted to the Company in the arbitration proceedings for breach of contract terms by a charterer out of which ' 305.81 crore remains outstanding receivable as on 31st March 2023. The Company is confident of full recovery of its claims. However, pending conclusion of the said proceedings, no interest is accrued on the same for the period 1st April 2018 till 31st March 2023. The balance of ' 4.23 crores denotes excess amount paid to the bank at the time of settlement last financial year, which is receivable as per the Company.

Terms and rights attached to equity shares

The Company has only one class of equity shares having par value of ' 10/- per share. Each holder of the equity share 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 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.

Debenture Redemption Reserve

The Company has fully settled/ redeemed the debentures during the year and hence the Debenture Redemption Reserve of ' 101.17 crore and hence has been transferred to General Reserve.

Share options outstanding reserve

This reserve contains the intrinsic value of unvested employee stock options.

Securities Premium

The amount received in excess of face value of the Equity shares is recognised in Securities Premium. In case of Equity -Settled share based payment transactions, the difference between fair value on grant date and nominal value of shares is accounted as Securities Premium.

General reserve

These were transferred to the Company at the time of its demerger from Essar Shipping Ports & Logistics Limited.

Retained earnings

Retained earnings are the profits/ (losses) that the Company has earned/ incurred till date, less any transfer to General Reserve, Tonnage Tax Reserve, Dividend, Debenture Redemption Reserves or other distribution to Shareholders.

Other Comprehensive Income

These are actuarial gains / (losses) on employee benefit obligations.

Repayment terms:

a) Secured debentures: 2,000 Non-Convertible Debentures issued on 25 March 2010 and 5,000 debentures issued on 22 June 2009 were redeemable at the expiry of 10 years with put and call option exercisable after five years from their respective dates of issue. In an earlier year, the Company had received notice from the debenture holder invoking the put option. During the preceding year, the Company had paid an amount of ' 10 crores and the debenture holder had withdrawn ' 82.24 crores from the deposit placed with the Bombay High Court after taking approval from the Bombay High Court. During the year, the Company has entered into One Time Settlement (OTS) with the debenture holder and has settled the total dues on payment of ' 336.50 crores. Accordingly, on receipt of No Dues certificate, an amount of ' 1318.21 crores, comprising of principal amount of ' 271.26 crores and accrued interest of ' 1046.95 crores, being the gain on OTS, has been shown as Exceptional Income (Refer Note 18). The Company has filed the satisfaction of the charges in this regard.

b) Secured debentures: 100 debentures issued on 22nd June 2012 were redeemable at the expiry of five years from the date of issue. In an earlier year, the lender had sent the loan recall notice due to delay in debt servicing. During the year, the Company has repaid the principal amount due and has applied for waiver of the interest for amount outstanding.

c) Rupee Term Loans from Banks: The Company has settled the loan with the lender bank by monetising the security offered under the facility. As the Company has completed the agreed milestones as per One Time Settlement (OTS), although the Company has not received the no due certificate, the Company has accounted ' 340.80 crores, comprising of principal of ' 177.91 crores and interest of ' 162.89 crores, being the gain on OTS and the same has been shown as Exceptional Income (Refer Note 18). The Lender has given Bank Guarantee, against which the Company has withdrawn amount from the High Court of Mumbai against deposit done by SAIL towards arbitration award. The Lender has informed vide their letter dated 2nd January 2023 that they have assigned/sold loan exposure aggregating to an Asset Construction Company. The Company is in the process of fliing the satisfaction of the charges in this regard.

d) Rupee Term Loans from Others: During the year, the Company has accounted ' 35.40 crores, comprising of principal of ' 25 crores and interest of ' 10.4 crores, being the Exceptional Income (Refer Note 18) as the lender has gone into liquitation and no claim received till date. Further, the Company expect that no claim will come in future. The Company is in the process of fliing the satisfaction of the charges in this regard and charge is still name of the Original Lender.

e) Foreign currency convertible bonds:i) FCCBs of US$ 128,571,429 (Series A) due on 24 August, 2015 and US$ 111,428,571 (Series B) due on 24 August, 2017 - repayment extended by Bond Holder till 24 August, 2023 (subject to the approval from Reserve Bank of India), carry interest @ 5% per annum payable semi annually. The FCCBs are convertible into 122,852,787 fully-paid equity shares of ' 10 each of the Company, any time upto the date of maturity, at the option of the FCCB holders at conversion price of ' 91.70 per share at a predetermined exchange rate of ' 46.94 per US$. The FCCBs, if not converted till the maturity date, will be redeemed at par. The FCCB liability has been freezed vide letter dated August 31, 2017 at Rs. 1537.62 crores.

f) The classification of loans between current liabilities and non - current liabilities continues based on repayment schedule under respective agreements and on the basis of demands raised by banks & debenture holders.

g) Interest rates: Loans availed from banks, financial institutions, NBFC’s and Alternate Investment Funds carry a weighted average interest rate of 22.56% per annum (previous year: 14.81% per annum)

I. Details of retirement benefits:

The employees of the Company are members of a state - managed retirement benefit plans namely provident fund, pension fund, gratuity fund and superannuation fund operated by the Government of India. The Company is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the company with respect to the retirement benefit plan is to make the specified contributions.

II. Defined benefit plans

The company operates funded gratuity, non funded gratuity and funded provident fund plan for qualifying employees. Under the plans the employees are entitled to retirement benefits depending upon the number of years of service rendered by them subject to minimum specified number of years of service. No other post retirement benefits are provided to these employees. Contribution to provident fund (office staff and offshore officers).

The actuarial valuation of plan assets and the present value of defined benefit obligation were carried out at March 31,2023 by the certified actuarial valuer. The present value of the defined benefit obligation, related current service cost and past service cost were measured using the projected unit credit method.

Risk exposure- asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk derivatives to minimize risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments % which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit.

ii) Mortality rates considered are as per the published rates in the Indian Assured Lives Mortality (2012-14) Table. (Indian Assured Lives Mortality (2006-08)) mortality table.

iii) Leave policy: Leave balance as at the valuation date and each subsequent year following the valuation date to the extent not availed by the employee accrued till 31 December, 2014, is available for encashment on separation from the Company up to a maximum of 120 days.

iv) The contribution to be made by the Company for funding its liabilities for gratuity ( funded and non funded) and towards provident fund during the financial year 2022-23 amounts to ' 0.29 crore.

v) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over entire life of the related obligation.

vi) The assumption of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion, supply and demand and other relevant factors.

vii) Liability on account of long term absences has been actuarially valued as per Projected Unit Credit Method.

viii) Short term compensated absences have been provided on actual basis.

The impairment of Company’s receivable from Indian subsidiary company, as per Ind AS 36 “Impairment of assets”, is evaluated by the Management and the process of validating various operational assumptions impacting the estimated future cash flows from certain subsidiary company and consequent effect on the investments. Further the same subsidiary company has admitted Corporate Insolvency Resolution Process (CIRP) and recovery of the money is not foresseable and hence the net impairment of ' 13.19 crores provided during the year.

For Gain from One Time Settlement of Loan , please refer Foot Note (a) of Note 9 (A) - Borrowings.

*Note: In case of Indian shipping companies, tax expense is computed based on the gross tonnage of the vessels for the income subject to tonnage tax. In case of income not subject to tonnage tax, the same is calculated based on the taxable profits calculated in accordance with the applicable tax laws. Effective tax rate calculated as per the Section 115BAA of the Income Tax Act,1961.

Fair value measurements recognised in the Balance sheet:

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

-Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

-Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

-Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

a) Cash and short-term deposits, trade and other receivables, trade and other payables, and other current liabilities approximate their carrying amounts largely due to the short-term maturities or nature of these instruments.

b) The fair value of loans from banks and other financial indebtedness as well as other non current financial liabilities is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.

All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.

(iii) Fair value of financial instruments:

All financial assets are initially recognised at fair value of consideration paid. Subsequently, financial assets are carried at fair value or amortized cost less impairment. Where non - derivative financial assets are carried at fair value, gains and losses on re- measurement are recognised directly in equity unless the financial assets have been designated as being held at fair value through profit or loss, in which case the gains and losses are recognised directly in the standalone statement of profit and loss. Financial assets are designated as being held at fair value through profit or loss when it is necessary to reduce measurement inconsistency for related assets and liabilities. All financial liabilities other than derivatives are initially recognised at fair value of consideration received net of transaction costs as appropriate (initial cost) and subsequently carried at amortised cost.

(iv) Financial risk management objectives:

The Company’s principal financial liabilities comprise of loan from banks and financial institutions, finance lease obligations, overdrafts and trade payables. The main purpose of these financial liabilities is to raise finance for the Company’s operations. The Company has various financial assets such as trade receivables, cash and short term deposits, which arise directly from its operations.

The main risks arising from Company’s financial instruments are foreign currency risk, interest rate risk, credit risk and liquidity risk. The Board of Directors review and agree policies for managing each of these risks.

(v) Market risk:

(a) Foreign currency risk:

Foreign currency risk mainly arises from transactions undertaken by an operating unit denominated in currencies other than its functional currency. Exposure to foreign currency risk is partly mitigated by natural hedges of matching revenues and costs.

The following table details the Company’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies of all the companies in the Company. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit and other equity where the respective functional currency strengthens by 5% against the relevant foreign currency. For a 5% weakening of the functional currency against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.

(b) Interest rate risk:

The Company is exposed to interest rate risk as entities in the Company borrow funds at floating interest rates. The interest rate risk is managed by monitoring the Company’s level of borrowings periodically and structuring its borrowings on varying maturities and interest rate terms. The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Interest rate sensitivity analysis:

The sensitivity analysis below has been determined based on the exposure to interest rates at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s loss for the year ended 31 March, 2023 would increase/decrease by ' 2.05 crore (previous year ' 5.95 crore). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings

(c) Commodity price risk:

The Company does not deal in commodities and hence the disclosure pursuant to SEBI Circular dated November 15, 2018 is not required to be given.

(d) Other price risk:

The Company is not exposed to any significant equity price risks arising from equity investments, as on 31 March 2023. Equity investments are held for strategic rather than trading purposes. The Company does not actively trade these investments.

Equity price sensitivity analysis:

There is no exposure to equity price risks as at the reporting date or as at the previous reporting date.

(vi) Credit risk:

The credit risk is primarily attributable to the Company’s trade and other receivables and guarantees given by the Company on behalf of others. The amounts presented in this standalone statement of financial position are net of allowances for doubtful receivables, estimated by management based on prior experience and their assessment of the current economic environment. The maximum related party credit exposure at 31 March, 2023 on account of carrying amount of advances / deposit, trade and other receivables and guarantees is disclosed in note 27 on related party transactions. Based on the creditworthiness of the related parties, financial strength of related parties and its parents and past history of recoveries from them, the credit risk is mitigated.

Cash and cash equivalents are held with reputable and credit-worthy banks.

(vi) Fair value of financial instruments:

All financial assets are initially recognised at fair value of consideration paid. Subsequently, financial assets are carried at fair value or amortized cost less impairment. Where non - derivative financial assets are carried at fair value, gains and losses on re- measurement are recognised directly in equity unless the financial assets have been designated as being held at fair value through profit or loss, in which case the gains and losses are recognised directly in the standalone statement of profit and loss. Financial assets are designated as being held at fair value through profit or loss when it is necessary to reduce measurement inconsistency for related assets and liabilities. All financial liabilities other than derivatives are initially recognised at fair value of consideration received net of transaction costs as appropriate (initial cost) and subsequently carried at amortised cost.

(vii) Liquidity risk:

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Company monitors its risk of shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations, public offerings and refinancing of current borrowings.

Liquidity table:

The following tables detail the Company’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the cash flows of financial liabilities based on the earliest date on which the Company can be required to pay:

22

Contingent liabilities (to the extent not provided for)

a)

Claims against the company not acknowledged as debts

As at

31 March, 2023

As at

31 March, 2022

' in crore

' in crore

Income tax demand- appeal filed by the company with Commissioner of Income tax - Appeals and Income Tax Appeallate Tribunal

156.20

Income tax demand - appeal filed by the Income tax department in the High court of Bombay against the orders of Appellate Tribunal in favour of the Company

39.09

39.09

Bank Guarantee issued by the Bank

67.20

-

Demand Loan of Bank due to SBLC invocation

338.32

-

b)

Others

Purpose for which the Guarantee is

As at

31 March, 2023

As at

31 March, 2022

proposed to be utilised by the recipient

' in crore

' in crore

Corporate guarantees on behalf of subsidiaries & associates

A) OGD Services Limited, India

Corporate guarantee given for subsidiary Debts

878.49

905.33

B) Varada Drilling One Pte Ltd, Singapore and Varada Drilling Two Pte Limited, Singapore

Corporate guarantee given for subsidiary Debts

227.42

878.49

1,132.75

23 Segment reporting

a) Business segment

The Company has only one reportable primary business segment of fleet operating and chartering.

b) Geographical segment

The Company’s fleet operations are managed on a worldwide basis from India. The revenue from operations are identified as geographical segment based on location of customers:

26 Employee Stock Option Scheme

In the Annual general meeting held on September 9, 2011, the shareholders approved the issue of Employee Stock options under the Scheme titled “Essar Shipping Employee Stock options Scheme -2011” (hereafter named ESOS A).

The ESOS A allows the issue of options to employees and executive Directors of the Company and its subsidiaries (whether in India or abroad). Each option comprises one underlying equity share.

As per the Scheme, the Compensation Committee grants the options to the employees deemed eligible. The exercise price of each option shall be determined by the Compensation committee as per the said scheme. The options granted vest in a graded manner over a period of 5/4/3 years from the date of the grant in proportions specified in the Scheme. Options may be exercised within 7 years from the date of vesting. The Company has issued the said ESOS in two tranches on November 2, 2011 and February 8, 2012 at an exercise price of ' 22.30 each, the market price of the shares on the grant date of the ESOS was ' 22.30 per share and '31.30 per share respectively.

The difference between the market price of the share underlying the options granted on the date of grant of option and the exercise price of the option (being the intrinsic value of the option) representing Stock compensation expense is expensed over the vesting period.

Since the period of ESOP scheme has been expired the Company has already passed a Board resolution to close the trust and the Company is in process of the same.

28 Going Concern

As on 31 March 2023, the net worth of the Company is eroded as it is incurring losses since last several years. The Company has accumulated losses of ' 6,821.80 crore as against share capital and reserves of ' 5,011.35 crore and the Company’s current liabilities exceeds its current assets. The Company has purchased one Tug during the current financial year and given on Bare-boat charter basis to the Customer. In view of these, the Financials have been prepared on a Going Concern basis.

29 Expenditure on corporate social responsibility (CSR)

In pursuance of the provisions of the Companies Act, 2013, the Company is required to spend two percent of the average net profits for the three immediately preceding financial years towards CSR activities. Due to the occurrence of net losses in the three preceding financial years, the Company is not required to spend any amount on CSR.

30 Subsequent event

The Company has settled the one of the Financial Institution (Lender) under the One Time Settlement (OTS).

31 Other Statutory Disclosure

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 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.

32 The Company has not received any funds 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

33 The Company is not declared a wilful defaulter by any bank or financial institution or other lenders.

34 The Company has no borrowings from banks or financial institutions on the basis of security of current assets.

35 The Company does not have any transaction that are not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961

36 There are no proceedings initiated or pending for holding any benami property under the Benami Transaction (Prohitition) Act, 1988

37 There is no Investment Property held by Company.

38 The Company has neither traded in nor holds Crypto Currency or Virtual Curency during the year.

39 During the current year, the company has not made any Loans or advances in the nature of Loans are granted to Promoters, Directors, KMPs and the related parties (as define under Companies Act, 2013) either severally or jointly with any other person, that are: (a) repayable on demand: or (b) without specifying any term or period of repayment.

40 The Company does not have any transaction with companies struck off under section 248 of the Company Act 2013, or section 560 of Companies Act, 1956.

41 During the Year, Company has not taken any term loan from any bank of financial Institutions.

The previous year figures have been regrouped / reclassified wherever necessary to correspond with the current year’s 43 classification / disclosure.