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

BSE: 533095ISIN: INE083K01017INDUSTRY: Non-Banking Financial Company (NBFC)

BSE   ` 8251.10   Open: 8341.05   Today's Range 8250.40
8449.95
-87.90 ( -1.07 %) Prev Close: 8339.00 52 Week Range 3565.05
10388.95
Year End :2023-03 

A Unsecured loans

(i) ? 600.75 Lakhs (Previous Year ? 867.26 Lakhs) net off of ? 65.92 Lakhs ( Previous Year ? 132.74 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 2 yearly instalments of ? 333.33 Lakhs each.

(ii) Previous Year ? 700 Lakhs payable to a body corporate in F.Y. 2024-25 with interest @ 9.25% p.a. payable quarterly.

(iii) R 800 Lakhs (Previous Year R 800 Lakhs) payable to a body corporate (related party) in Aug 23 with interest @ 9.00% p.a. (Previous Year 9.00% p.a.) payable quarterly.

(iv) R 6,500 (Previous Year R 11,500 Lakhs) payable to a Subsidiary Company as follows with interest @ 9% p.a. (Previous Year @ 7% p.a.) payable quarterly :-

F.Y. 2024-25 - R 2,500 Lakhs payable at the year end.

F.Y. 2025-26 - R 3,000 Lakhs payable at the year end.

F.Y. 2026-27 - R 1,000 Lakhs payable at the year end.

(v) R 1,500 Lakhs (Previous Year R 4,000 Lakhs) payable to body corporate (related party) in Feb, 2024 with interest @ 9.00% p.a. ( Previous Year 9.00% p.a.) payable at maturity.

G. Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having a par value of R 10 per share. Each shareholder is entitled to one vote per share.

b. 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.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

H. Term/Rights attached to Preference Shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013.

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK Enviro-Tech Limited) will be redeemed in 3 installment of R 2,000 Lakhs, R 2,000 Lakhs and R 2,500 Lakhs at the end of 8th year, 9th year and 10th year along with premium of R 32.50 , R 38.00 and R 43.50 per share respectively.

(i) * 9,21,371 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.

(ii) ** 16,16,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) # 14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

Notes: Nature and Purpose of Reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the “RBI Act, 1934”))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General Reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with the requirements of the Companies Act, 2013.

(iii) Capital Redemption Reserve

Represents the statutory reserve created for redemption of Preference Share Capital, in accordance with the terms of the issue. The same can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained Earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

27

Contingent Liabilities & Commitments

As certified by the management)

Particulars

As at

As at

31st March, 2023

31st March, 2022

Contingent Liabilities:

Claim against the Company not acknowledged as debts

Income Tax in respect of matter in appeals

9.43

9.43

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceeding and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in it’s financial statement. The Company does not expect the outcome of these procedings to have a meterially adverse effect on its financial position.

28 Segment Information

Segment information as required under Ind As 108 “Operating Segment”, has been provided in consolidated financial statements of the company and therefore, no separate disclosure on segment information is given in these standalone financial statement.

29 In the opinion of the Management, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

31(A) Dividend proposed to be distributed for Equity shares of R 25.00 (Previous year R 15.00) per share amounting R 2824.08 Lakhs (Previous year R 1694.45 lakhs ).

(B) Dividend payable to preference shareholders (subordinated liablities) as on 31st March, 2023 is R NIL (Previous year NIL) .

34 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction, 2016 are enclosed as per Annexure 1.

35 The disclosures required under Ind AS 19 “Employee Benefits” notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(B) Defined Benefit Plan :

Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of R 20 Lakhs at the time of separation from the Company.

The most recent actuarial valuation for gratuity was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.

During the year ended 31st March, 2023 and 31st March, 2022, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under level 3.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

37 Financial risk management objectives and Policies

The Company’s activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Company’s overall risk management policy seeks to minimize potential adverse effects on Company’s financial performance.

(i) 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 includes interest rate risk and foreign currency risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The Company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group Company. Therefore Company’s exposure to foreign currency risk is limited.

(ii) Credit Risk: The Company being an investment company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost and financial assets measured at fair value through profit or loss.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and associates. The company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost.

(iii) Liquidity Risk: Liquidity risk is the risk, where the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes the maturity profile of Company’s financial liabilities based on contractual undiscounted payments

(iv) Price Risk: The Company’s exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the company diversifies its portfolio.

38 Capital Risk Management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution - Core investment Company -Non deposit taking- systemically important (NBFC-CIC-ND-SI) with Reserve Bank of India (RBI). The Company’s policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Company’s capital management is to maintain an optimal structure so as to maximize the shareholder’s value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

41.10 Miscellaneous disclosures

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - N.A.

i) How the modified opinion(s) or other reservations(s) has been resolved - N.A. or

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - N.A.

(vi) The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Management Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits. The risk management policies and systems are reviewed regularly to reflect change in market conditions and the Company’s activities.

44 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide

Notification dated March 24, 2021;

a Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b Willful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

Compliance with number of layers of companies:

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.

Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March 2023, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f Undisclosed Income:

The Company does not have any transactions 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). Also, there are nil previously unrecorded income and related assets.

g Details of Crypto Currency or Virtual Currency:

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

45 Previous year figures have been reclassified/regrouped wherever necessary.