A Oneindia Venture

Notes to Accounts of ICDS Ltd.

Mar 31, 2025

i) Deemed Cost: The Company on transition to Ind AS during Financial Year 2017-18, had elected to continue with the carrying value of its Property Plant and Equipment recognised as at April 1,2016 (‘the transition date’) measured as per the previous GAAP in terms of exemptions given under paragraphs D7AA of Ind AS 101 - ‘First-time Adoption of Indian Accounting Standards’ and Ind AS Transition Facilitation Group (ITFG)-8 and used that carrying value as the deemed cost of the property, plant and equipment.

The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the Statement of Profit and Loss.

There are no lease liabilities associated with the ROU Asset as the Company has only provided a one time security deposit to the lessor which is refundable at the end of the contract term and there are no recurring rental payments to be made during the term of the contract. Accordingly the disclosure of movement in lease liabilities, Contractual maturities of lease liabilities and disclosure of current and non current portion of lease liabilities are not given.

a) The Company on transition to Ind AS during Financial Year 2017-18, has elected to continue with the carrying value (including previous GAAP revalued amount) of its investment property recognised as at April 1, 2016 (‘the transition date’) measured as per the previous GAAP in terms of exemptions given under paragraphs D7AA of Ind AS 101 -‘First-time Adoption of Indian Accounting Standards’ and Ind AS Transition Facilitation Group (ITFG)-8 and used that carrying value as the deemed cost of the investment property.

b) Investment property includes shares of the face value of ''511/- (March 31, 2024 : ''511/-) in Co operative Housing Society.

Estimation of fair value:

The Company has obtained an independent valuation for its significant portion of investment properties for the year ended March 31, 2024. The best evidence of fair value is current prices in active markets for similar properties considering the location, type of construction, specification of building materials used, making enquiries in the vicinity and keeping in view the downward trend in real estate prices which has been considered for the purpose of above valuation.

The fair value of investment properties have been determined byan Government Registered valuer who holds a recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued.

* - shares and securities where market price / financial and other information is not available is considered at nominal value of Rupee One. Quoted shares and securities where market quotes are available are fair valued at Level 1 category as per Ind AS 113.

** - carrying value of investment in companies under liquidation as per the information available under MCA website is taken at nominal value of Rupee one.

Note: The list given in this note shall be considered as disclosure under subsection 4 of Section 186 of the Companies Act, 2013.

* - The management of the company considers the fair value of investment in equity shares to approximate their carrying value at the balance sheet date based on the information available with the Company.

a) No charge is created against trade receivables.

b) The credit period on rent receivable is generally 15-30 days from the date of bill.

c) Credit concentration : As on balance sheet date trade receivables from 11 tenants constitutes 100% (March 31,2024: 11 tenants constitutes 87%) of total trade receivables as per the terms of lease / rent agreement.

d) Expected credit loss (ECL) : The majority of outstanding receivables are from tenants towards letting out of immovable properties. The Company is generally regular in recovering its receivables. Allowances, if any, for doubtful debts are recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty, an analysis of the counterparty’s current financial position and forward looking information. The Management does not foresee any expected credit loss in the near future on the trade receivables which requires provisioning currently.

e) There are no trade receivables which are credit impaired or which have a significant increase in credit risk based on the assessment made by the Company.

f) No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. There are no trade or other receivables due from firms or private companies in which any director is a partner, a director or a member.

g) The fair value of trade receivables are not materially different from the carrying value presented.

The loan and receivables disclosed above under clause c, d and e above, mainly relates to Company’s erstwhile fund based NBFC

business and accordingly disclosure u/s. 186(4) of the Companies Act, 2013 is not applicable.

ii) Credit impaired Hire purchase receivables and other loan receivables mainly relates to Company’s erstwhile fund based business, which was discontinued from July 2002. Allowances for doubtful receivables are recognized during the earlier years based on Prudential Norms issued by Reserve Bank of India. The Company is presently concentrating on the recovery of its dues.

iii) There are no loans receivables which have a significant increase in credit risk based on the information available with the Company.

iv) The fair value of non-current and current loans are not materially different from the carrying value presented.

a) The Company during the year, has acquired right to obtain a property which it successfully bid under auction, proceeds in respect of which was settled against the Hire purchase dues receivable by the Company from the vendor. The Company has obtained the sale certificate evidencing the same and the registration of which was pending with the Sub registrar office in view of pending clarification. The Company has already paid requisite stamp duty and other statutory levies in respect of registration and the registration in the opinion of the management is only formality to be completed. The Company has settled the price of the auctioned property against the dues receivable from the owner and has accordingly recognised recovery of bad debts .The amount of consideration hence settled towards auctioned property including duties are disclosed as advance paid pending registration. The Company during the year has entered in to an understanding for disposal of the property subsequent to registration.

b) Rights, preferences and restrictions attached to shares:

The Company has two classes of shares referred to as equity shares and preference shares having par value of ''10/- each. Each holder of equity shares is entitled to one vote per share. The Company has not issued any preference shares as on March 31,2025.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Restrictions on the distribution of dividends:

The Board shall, propose to the shareholders the dividend payable out of free reserves and profits of the Company. Upon such recommendation shareholders shall declare dividends

i) all such dividends & profits shall be paid to shareholders in their existing shareholding pattern and

ii) any such dividend or other distribution shall be based on profit generated by the Company or on appropriate basis permitted by the applicable laws.

d) There are no Shares held by holding/ultimate holding company and/ or their subsidiaries/ associates.

e) As per records of the Company including its register of share holders/members and other declarations received from share holders regarding beneficial interest, the above share holding represents both legal and beneficial ownership of shares.

f) The Company has not issued shares for consideration other than cash, during the period of five years immediately preceding the reporting date.

a) Securities premium reserve represents the premium received on issue of shares over and above the face value of equity shares. The reserve is available for utilisation in accordance with Section 52(2) the provisions of the Companies Act, 2013.

b) Other reserves represents the revaluation reserve created during building revaluation under previous GAAP before the transition date to Ind AS. The Company in terms of guidance provided in Ind AS Transition Facilitation Group (ITFG) Clarification Bulletin 8 dated May 5, 2017 has disclosed revaluation reserve under Other Reserve.

c) Retained earnings represents the amount that can be distributed by the Company as dividends considering the requirements of the Companies’ Act, 2013. No dividends are distributed given the accumulated losses incurred by the Company.

(c) Increase/ Decrease in net contract balances is primarily due to:

i) The movement in receivables and in contract assets and liabilities is on account of invoicing.

(d) Revenue recognised during the year from the performance obligation satisfied upto previous year (arising out of contract modifications) amounts to '' Nil.

(e) Remaining performance obligation disclosure :

The performance obligation disclosure provides the aggregate amount of transaction price yet to be recognised as at end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient given in Ind AS 115, the Company has not identified any remaining performance obligations related disclosures for contracts in respect of financial services, rental income and insurance commission as the revenue recognised corresponds directly with the value passed to the customer in terms of the respective contract. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations and adjustment for revenue that has not materialized.

26.02 Fair value hierarchy

The Company held the following assets and liabilities measured at fair value. The Company uses the following hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and Level 3: valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

During the year ended March 31, 2025 and March 31, 2024 there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements. The fair value of investment in equity instruments is based on quoted price. Fair value is determined using Level 3 inputs at Discounted cash flows.

The management of the company considers the fair value of all other financial assets and liabilities to approximate their carrying value at the balance sheet date based on the information available.

27. Financial risk management Financial Risk Factors

The Company’s principal financial liabilities comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. Company’s senior management ensures 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. 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.

27.01 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and price risk, such as equity price risk. Financial instruments affected by market risk include investments, loans and deposits.

Price risk : The Company’s exposure to securities price risk arises from investments held in equity and debt instruments and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Debt based securities are exposed to price risk which are inherently linked to interest rate risk. Quotes of these investments are available from the stock markets. Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions.

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 relates primarily to the Company’s debt instruments with floating interest rates which is not material. The Company’s interest rate risk on borrowings against fixed deposits is linked to banks change in interest rate on fixed deposit.

27.02 Credit risk

Credit risk is the risk that counterparty will not meet its obligations 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), rent receivables and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

The maximum exposure of financial assets subject to credit risk was equal to the respective carrying amounts on the balance sheet date. None of the financial assets subject to credit risk were either past due or impaired.

Credit risk on cash and cash equivalents is limited as the Company generally invested in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in deposits for a specified time period.

The carrying values of the financial assets to approximate its fair values. The above financial assets are not impaired as at the reporting date. Other financial assets are neither past due nor impaired at reporting date. The cash and cash equivalents are maintained with reputed banks. Hence the Company believes no impairment is necessary in respect of the above financial instruments.

27.03 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity reserve (comprises undrawn borrowing facility, cash and cash equivalents) on the basis of expected cash flow. This is generally carried out at by the Company in accordance with practice and limits set by the Company.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when they become due without incurring unacceptable losses or risking damage to the Company’s reputation.

As at March 31,2025, the Company had a working capital of ''91,265 thousands including cash and cash equivalents of ''507 thousands and current investments of ''48,846 thousands. As at March 31,2024, the Company had a working capital of ''1,35,251 thousands including cash and cash equivalents of ''3,011 thousands and current investments of ''48,993 thousands.

The following are the contractual maturities of non-derivative financial liabilities, including the estimated payment on an undiscounted basis which therefore differs from both carrying value and fair value.

27.04 Capital management

The Company’s capital structure is regularly reviewed and managed with due regard to the capital management practices of the Company. Adjustments are made to the capital structure in light of changes in economic conditions affecting the Company. The results of the Directors’ review of the company’s capital structure are used as a basis for the determination of the level of dividends, if any, that are declared.

For the purpose of the Company’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits. The requirement of monitoring capital gearing ratio does not arise in the absence of non current borrowings.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2025 and March 31,2024.

28. Calculation of Earning per share:

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year. There is no dilutive potential ordinary shares as at March 31,2025 and March 31,2024. Thus, diluted EPS equals basic EPS.

29. In pursuance to the Scheme of Arrangement ( the ‘Scheme’ ) under sections 391 to 394 of the Companies Act, 1956 sanctioned by the Hon’ble High Court of Karnataka (‘the Court’) vide its order dated October 15, 2004 and filed with the Registrar of Companies, Karnataka on December 30, 2004 (i.e. effective date) the Company had implemented the scheme and accordingly repaid all instalments of debentures, deposits and subordinated debts, except to the extent unclaimed / cheques issued but not encashed by the instrument holders. The Company has filed an affidavit on August 31,2010 before the Court stating that the scheme has been successfully implemented and the Court has passed an Order stating that Scheme of Arrangement sanctioned by the Court on October 15, 2004 is fully complied by the company.

The accounts have been prepared on Going concern basis, considering the successful implementation of the Scheme of Arrangement as mentioned above, the Company’s foray into fee based activities, rentals from investment properties, gains from dealing in trading of shares and securities.

30. Contingent liabilities and commitments i. Contingent Liabilities

('' in ’000)

Sl. No. Particulars

March 31, 2025 March 31, 2024

1 Block assessment from AYs 1987-88 to 1997-98 [Refer note (a) below]

- -

2 Income Tax demand related to Assessment Year 1998-99, 1999-2000 and 2000-01 [Refer Note (b) below]

- 14,962

3 Income Tax demand related to Assessment Year 1991-92 [Refer Note (c) below]

- 7,933

Notes:

a) The Company, in order to end the tax disputes with Income Tax Department by payment of disputed tax and get waiver from payment of interest , penalty and immunity from prosecution, has opted for Direct Tax Vivaad Se Vishwas Act, 2020 (‘DTVSV Act, 2020’ or ‘the Act’).

The Company accordingly, had filed an online declaration during December 2020 under DTVSV Act, 2020 in respect of its Income tax demand for Block Assessment of ''1,01,126 thousand (inclusive of interest) pertaining to assessment years from 1987-88 to 1997-98 to settle the matter and against which a certificate settling the tax demand at ''63,393 thousand was approved under Form 3 under of Section 5(1) of the DTVSV Act, 2020 by Department on June 15, 2021. The Company had already deposited ''77,486 thousand against the said Income Tax demand as on application date and the company is entitled for refund of ''14,093 thousands in terms of order passed under DTVSV scheme and refund is yet to be received as on date. The Income Tax department has been wrongly adjusting the refund of subsequent years amounting to ''2,584 thousand against the demand already setteled under DTVSV scheme which has been shown as paid under protest. The Company has initiate the process to recover the same. The management is confident of recovering the eligible refund amount as per DTVSV scheme and wrongly adjusted refund amount aggregating to ''15,544 thousand (after netting off the tax settled under DTVSV Act, 2020 as disclosed above) based on the order giving effect of the Income Tax department and intimation order of relevant years.

b) The Income tax Assessing Officer vide its Order dated 11.02.2015 for AY 1998-99, has added back the lease equalisation charges amounting to ''1,10,905 thousands while arriving at the book profit under Section 115JA of the Income Tax Act and demanded tax of ''14,962 thousand. The Company had filed an appeal with Commissioner of Income tax (Appeals), wherein CIT (A) has ordered for the deletion of addition made by the Assessing Officer. However, the addition made by the Assessing Officer has been confirmed by Income Tax Appellate Tribunal vide its Order dated 19.02.2007 and High Court of Karnataka vide its Order dated 03.08.2021. The Company has filed review petition along with stay application with High Court of Karnataka on 20.09.2021 which has been rejected vide order dated January 13, 2023. Subsequently the Company has filed special leave petition in the Hon’ble Supreme Court against order of High Court for the year 1998-99. The company in order to resolve the said tax dispute pertaining Assessment year 1998-99, has opted for Direct Tax Vivad Se Vishwas (DTVSV) Scheme 2024 and filed application on December 28, 2024, under the DTVSV Act, 2024. In response, the authorities have determined the tax liability and demanded tax of ''11,353 thousands in Form 2, which has already been deposited by the Company on 16.01.2025. Accordingly, during the year, the company has accounted for the provision for the aforementioned tax amount in the books of accounts on prudence.

c) The Company has received notice u/s 245 of the Income Tax Act dated November 28, 2023, demanding tax amount of ''3,429 thousand relating to AY 1991-92 and accrued interest against the said demand is amounting to ''4,504 thousand, which are unpaid as on March 31,2024. The management is of the opinion that the demand of taxes by the Income tax department for the AY 1991-92 is wrongful as the said amount of ''3,429 thousand has been reduced to Nil by Order Giving effect to the Order of Honourable Supreme Court dated February 5, 2013, which has also been communicated vide letter dated December 08, 2023. Accordingly, the management is not expecting any outflow in this regard. During the year income tax department has wrongly adjusting the refund for FY 22-23 & 23-24 amounting to ''1,133 thousand against the demand. However as on March 31,2025 demad is showing Nil in the income tax portal.

d) The Company with its intention to start fresh NBFC business has again filed an application during the year with Reserve Bank of India (RBI).

e) The Supreme Court (SC) had passed an order dated February 28, 2019, stating that for the purpose of contribution to be made under the Employees Provident Fund and Miscellaneous Provisions Act, 1956 (‘EPF Act’), the definition of basic wages includes all emoluments paid in cash to the employees in accordance with the terms of their contract of employment which was also subsequently upheld vide its review petition dated August 28, 2019. In view of the same, the Company is liable to make further contribution towards Provident Fund (‘PF’) on the entire salary paid by it to its employees other than certain emoluments based on performance and variable. However there is no clarity on effective date from when the liability is required to be paid by the Company. As a matter of caution, the Company has accounted the PF liability in terms of the SC order on a prospective basis from the date of the SC order i.e., March 1, 2019 onwards. The Company further will account and pay the differential PF liability if any, on receiving further clarity on the subject from the Provident Fund Authorities and the impact if any which in view of the Company is not expected to be material.

f) The Company, during earlier year had received show-cause notice from the Registrar of Companies, Karnataka (ROC) with regard to non-compliance of appointment of full time Company Secretary during the period April 01, 2014 to August 08, 2016 as per the provisions of section 203(1) read with section 203(4) of the Companies Act, 2013. The management of the Company had filed an application for adjudication of penalties under the Companies Act, 2013 which is pending before the ROC. In the absence of an adjudication of penalties and specific demand notice, the management is unable to quantify the penalty amount. The management is of the opinion that the penalty, if levied may not be material and will not have a significant impact on the financial position of the Company.

g) The Company during the Financial year 1991-92 had paid an advance to Mr Hiten P Dalal, Stock Broker, amounting to ''28,056 Thousand towards purchase of securities for its investment purposes, which was required for maintaining SLR required to be maintained against Public Deposits. The stock broker, however, failed to give the delivery of those securities and in the interim had delivered MTNL bonds having face value of ''10,000 thousand in part satisfaction of the amount paid. The stock broker got involved in the security scam during that period. MTNL bonds were sold by the Company and it realized ''8,400 Thousand along with interest of ''500 Thousand. The Company had followed up for the delivery of the securities for the balance amount and approached the Special Court (Trial of offences relating to Transaction in Securities) Act , 1992 of Mumbai, for getting justice and recovery of the dues. The Special Court In the interim held that, the company had to make good the investment sold by depositing of equal amount of securities, in respect of which the Company had deposited the ITI Bonds (tax free) of the face value of ''10,000 Thousand with the Special Court. The company in view of lengthy proceedings without much progress and continuing litigation, had written off the balances due in the earlier years, including the amount advanced with interest up-to certain date which included the value of the Bonds deposited with the Special Court. During the Year 2021-22, the Company had received Order dated 4th December, 2021 from the Special Court upholding company’s claim.

The Company thereafter filed execution petition for recovery of amounts as aforesaid and has received an amount of ''65,218 Thousand on May 18, 2022 towards amount deposited with Special Court. The Company in the financial year 2021-22, had recognized the above amount recovered as income of exceptional nature under prudence.

The Company is pursuing the recovery of the balance amount due as per the Order of the Special Court. The Company will recognize the revenue arising out of remaining part of the Order in the year in which the amount will be recovered as it cannot be quantified now.

The Stock Broker had also filed miscellaneous petition in the interim requesting the Special Court to recall the money already paid to the Company, which has been rejected by the Special court vide its order dated March 17, 2023. The stock broker has filed appeal in the Hon’ble Supreme Court aganist the said order along with the interim stay of the said final order. The Hon’ble Supreme court vide its order dated January 03, 2023 admitted the matter and dismissed the Interim application for stay. The matter is yet to be listed for further hearing. The management is of the opinion that the said Order has attained logical conclusion on completion of legal proceedings with the special court and the amount received in respect of which income has already been recognised, has achieved finality and expects that the Hon’ble Supreme Court will follow the Order of Special Court and does not expect any outflow in this regard.

31. The Indian Parliament has approved the Code on Social Security, 2020 (‘Code’) which may impact the contribution by the Company towards Provident Fund and Gratuity. The effective date from which the Code and its provisions would be applicable is yet to be notified and the rules which would provide the details based on which financial impact can be determined are yet to be framed. The Company will complete its evaluation and will give appropriate impact, if any, in the financial results/statement following the Code becoming effective and the related rules being framed and notified.

34. The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules 2021) which is effective from April 01, 2023, states that every company which uses accounting software for maintaining its books of account shall use only the accounting software where there is feature of recording audit trail of each and every transaction, and further creating an edit log of each change made to books of account along with the date when such changes were made and ensuring that audit trail can not be disabled.

The Company uses legacy COBOL based software for maintaining its books of account,which has a feature of recording audit trail (edit log) facility and the same has been operated from November 22, 2024 for all relevant transactions recorded in the software. The audit trail feature has been preserved by the Company as per the statutory requirements for record retention from the date the audit trail was enabled for the accounting software.

35. Other Statutory Information

i) There are no balance outstanding on account of any transaction with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

ii) The Company does not have any Capital work in progress or intangible assets under development whose completion is overdue or has exceeded its cost compared to its original plan.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entitiy(ies), including foreign entity (intermediaries) with the understanding that intermediary shall:

(a) Directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee ,security or the like to or on behalf of the Ultimate Beneficiaries.

iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entity (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

(a) Directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee ,security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company does not have any such 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.

vi) The Company has neither transacted in Crypto or Virtual Currency during the year nor held any Crypto or Virtual Currency as at the Balance Sheet date.

vii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

viii) The Company has not declared wilful defaulter by any bank or financial institution or other lender.

ix) 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.

x) There is no scheme of arrangement that has been approved by the Competent Authority during the financial year in terms of section 230 to 237 of the Companies Act, 2013.

xi) The Company owns an immovable property and the titile deeds are in the name of the Company.

37. Segment Reporting

The Company prepares consolidated financial statements, hence as per Ind AS 108 on Segment Reporting, segment information has not been provided in the standalone financial statements.

38. Figures of the previous year wherever necessary, have been regrouped and rearranged to conform with those of the current year.


Mar 31, 2024

j. Provisions and Contingent Liabilities

A provision is recognised if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre -tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. The unwinding of discount is recognised as finance cost. Expected future operating losses are not provided for.

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed except when realisation of income is virtually certain, related asset is disclosed.

k. Employee Benefits

i) Defined benefit plans

The Company’s gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plans is determined based on actuarial valuations carried out by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations.

Actuarial gains or losses are recognised in other comprehensive income. Further, the profit or loss does not include an expected return on plan assets. Instead net interest recognised in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognised as part of remeasurements of the net defined liability or asset through other comprehensive income.

Remeasurement of the net defined liability or asset (excluding amounts included in net interest on the net defined benefit liability) are not reclassified to profit or loss in subsequent periods.

ii) Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee Provident Fund and Employee State Insurance to Government administered Provident Fund Scheme and Employee State Insurance Scheme which is a defined contribution plan. The Company’s contribution is recognised as an expense in the statement of profit and loss during the period in which the employee renders the related service.

iii) Short-term employee benefits

All employee benefits payable/available within twelve months of rendering the service are classified as shortterm employee benefits. Benefits such as salaries, wages and bonus etc.,are recognised in the statement of profit and loss in the period in which the employee renders the related service.

iv) Termination benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes cost for restructuring. If the benefits are not expected to be settled wholly within 12 months of reporting date, then they are discounted.

l. Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contract embodying the related financial instruments. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss (‘FVTPL’)) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.

Investment in equity instruments issued by subsidiaries, associates and joint ventures are measured at cost less impairment.

Effective Interest Method:

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.

i) Financial Assets

Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at fair value

Financial assets are measured at fair value through other comprehensive income (‘FVTOCI’) if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial asset not measured at amortised cost or at fair value through other comprehensive income is carried at fair value through the statement of profit and loss.

For financial assets maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the shorter maturity of these instruments.

Impairment of financial assets

The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade receivables and other contractual rights to receive cash or other financial asset.

Expected credit loss (ECL) : In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss. The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognizing impairment loss allowance based on 12 month ECL.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward looking information.

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another party and the transfer qualifies for de-recognition under Ind AS 109.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues

to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to pay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On de-recognition of a financial asset in its entirety, the difference between the carrying amount measured at the date of de-recognition and the consideration received is recognised in statement of profit or loss.

ii) Financial liabilities and Equity Instruments Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities

Financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant. Interest bearing loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Financial liabilities at FVTPL

A financial liability may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• the financial liability whose performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management;

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.

Fair values are determined in the manner described in note no. 26 Financial liabilities at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’ line item.

Loans and borrowings : After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Derecognition of Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

m. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

n. Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The Company’s management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company’s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The management, in conjunction with the Company’s external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

o. Taxes on income Current income tax

Tax expense comprises current and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying values of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit and is accounted for using the balance sheet liability model. Deferred tax liabilities are generally recognised for all the taxable temporary differences. In contrast, deferred assets are only recognised to the extent that is probable that future taxable profits will be available against which the temporary differences can be utilised.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

p. Earnings per share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period. The company does not have potential dilutive equity shares outstanding during the period.

.4 Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosures

of contingent liabilities. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The estimate and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which are estimate is revised and future periods affected.

A) Critical Accounting Estimates and Assumptions:

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

i) Taxes

The Company’s tax jurisdiction is India. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid / recovered for uncertain tax positions.

Deferred Tax Assets is recognised to the extent that it is probable that taxable profit will be available against which the same can be utilised. In assessing the probability, the Company considers whether the entity has sufficient taxable temporary differences, which will result in taxable amounts against which the unused tax losses or unused tax credits can be utilised before they expire. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, including estimates of temporary differences reversing on account of available benefits from the Income Tax Act, 1961. Deferred tax assets recognised to the extent of the corresponding deferred tax liability. Also Refer Note No. 13.

ii) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured at Discounted cash flows where available or face value when it closely approximates the fair value where reliable financial and other information available and all other cases measured at nominal value. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk ,volatility and inputs on average borrowing rate applicable to company. Refer Note No. 26 and 27.

iii) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal and contractual claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events. Refer Note No. 30.

iv) Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds.

The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at the interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates in India.

Further details about gratuity obligations are given in note no.32(b)

B) Significant judgements

i) Property Plant and Equipment and Investment properties

Property, plant and equipment and Investment properties represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of company’s assets are determined by management at the time the asset is acquired/ constructed and reviewed periodically, including at each financial year end. The lives are based on the technical assessment which has relied on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technical or commercial obsolescence and Government Policies impacting the assets use.

ii) Valuation of Investment Property

Investment Property is stated at Cost. However, as per Ind AS 40 there is a requirement to disclose fair value as at the Balance sheet date. The Company has engaged independent valuation specialists to determine the fair value of its investment property as at reporting date. The best evidence of fair value as per the valuation specialist is current prices in active markets for similar properties considering the location, type of construction, specification of building materials used, making enquiries in the vicinity and keeping in view the downward trend in real estate prices which has been considered for the purpose of above valuation.

iii) Evaluation of indicators of impairment of assets

The assessment of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

iv) Fair value measurement of financial instruments

The fair value of unquoted financial instruments are measured at the value in which it is being transacted in the unquoted market as per the reliable financial and other information is available with the management. All other cases fair value is taken at nominal value.

v) Taxes

Deferred tax assets recognised to the extent of the corresponding deferred tax liability on remeasurement of net defined benefit plans. (refer note no. 13.04).

1.5 Introduction of new standards and amendments to existing standards issued but not effective

Ministry of Corporate Affairs (“MCA”) has not notified any new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules.

27 Financial risk management Financial Risk Factors

The Company’s principal financial liabilities comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. Company’s senior management ensures 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. 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.

27.01 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and price risk, such as equity price risk. Financial instruments affected by market risk include investments, loans and deposits.

Price risk : The Company’s exposure to securities price risk arises from investments held in equity and debt instruments and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Debt based securities are exposed to price risk which are inherently linked to interest rate risk. Quotes of these investments are available from the stock markets. Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

The analysis excludes the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations, provisions.

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 relates primarily to the Company’s debt instruments with floating interest rates which is not material. The Company’s interest rate risk on borrowings against fixed deposits is linked to banks change in interest rate on fixed deposit.

27.02 Credit risk

Credit risk is the risk that counterparty will not meet its obligations 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), rent receivables and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

The maximum exposure of financial assets subject to credit risk was equal to the respective carrying amounts on the balance sheet date. None of the financial assets subject to credit risk were either past due or impaired.

Credit risk on cash and cash equivalents is limited as the Company generally invested in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in deposits for a specified time period.

The carrying values of the financial assets to approximate its fair values. The above financial assets are not impaired as at the reporting date. Other financial assets are neither past due nor impaired at reporting date. The cash and cash equivalents are maintained with reputed banks. Hence the Company believes no impairment is necessary in respect of the above financial instruments.

27.03 Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, Company’s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company’s liquidity reserve (comprises undrawn borrowing facility, cash and cash equivalents) on the basis of expected cash flow. This is generally carried out at by the Company in accordance with practice and limits set by the Company.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when they become due without incurring unacceptable losses or risking damage to the Company’s reputation.

As at March 31, 2024, the Company had a working capital of ''1,35,251 thousands including cash and cash equivalents of ''3,011 thousands and current investments of ''48,993 thousands. As at March 31, 2023, the Company had a working capital of ''77,950 thousands including cash and cash equivalents of ''529 thousands and current investments of ''34,157 thousands.

The following are the contractual maturities of non-derivative financial liabilities, including the estimated payment on an undiscounted basis which therefore differs from both carrying value and fair value.

27.°4 Capital management

The Company’s capital structure is regularly reviewed and managed with due regard to the capital management practices of the Company. Adjustments are made to the capital structure in light of changes in economic conditions affecting the Company. The results of the Directors’ review of the company’s capital structure are used as a basis for the determination of the level of dividends, if any, that are declared.

For the purpose of the Company’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits. The requirement of monitoring capital gearing ratio does not arise in the absence of non current borrowings.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2024 and March 31,2023.

28 Calculation of Earning per share:

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year. There is no dilutive potential ordinary shares as at March 31,2024 and March 31,2023. Thus, diluted EPS equals basic EPS.

paying disputed tax and get waiver from payment of interest and penalty and also immunity from prosecution. The Company had filed an online declaration during December 2020 under DTVSV Act, 2020 in respect of its Income tax demand for Block Assessment of ''101,126 thousand (inclusive of interest) pertaining to assessment years from 1987-88 to 1997-98 to settle the matter and against which a certificate settling the tax demand at ''63,393 thousand was approved under Form 3 under of Section 5(1) of the DTVSV Act, 2020 by Department on June 15, 2021. The Company had already deposited ''77,486 thousand against the said Income Tax demand as on application date and the company is entitled for refund of ''14,093 thousands in terms of order passed under DTVSV scheme and refund is yet to be received as on date. The Income Tax department has been wrongly adjusting the refund of subsequent years amounting to ''1,451 thousand against the demand already setteled under DTVSV scheme which has been shown as paid under protest. The Company has initiate the process to recover the same. The management is confident of recovering the eligible refund amount as per DTVSV scheme and wrongly adjusted refund amount aggregating to ''15,544 thousand (after netting off the tax settled under DTVSV Act, 2020 as disclosed above) based on the order giving effect of the Income Tax department and intimation order of relevant years.

b) The Income tax Assessing Officer vide its Order dated 11.02.2015 for AY 1998-99, has added back the lease equalisation charges amounting to ''1,10,905 thousands while arriving at the book profit under Section 115JA of the Income Tax Act and demanded tax of ''14,962 thousand. Further similar Orders have been passed for AY 1999-2000 and AY 2000-01 by adding back the lease equalisation charges without demand of tax in view of book losses. The Company had filed an appeal with Commissioner of Income tax (Appeals), wherein CIT (A) has ordered for the deletion of addition made by the Assessing Officer. However the addition made by the Assessing Officer has been confirmed by Income Tax Appellate Tribunal vide its Order dated 19/02/2007 and High Court of Karnataka vide its Order dated 03/08/2021. The Company has filed review petition along with stay application with High Court of Karnataka on 20/09/2021 which has been rejected vide order dated January 13, 2023. Subsequently the Company has filed special leave petition in the Hon’ble Supreme Court against order of High Court for the year 1998-99. The management based on advice from its tax counsel and relying on decisions of Supreme Court in favor of assessee in the similar case is of the view that there will not be any cash outflow in this regard.

c) The Company has received notice u/s 245 of the Income Tax Act dated November 28, 2023, demanding tax amount of ''3,429 thousand relating to AY 1991-92 and accrued interest against the said demand is amounting to ''4,504 thousand, which are unpaid as on the balance sheet date. The management is of the opinion that the demand of taxes by the Income tax department for the AY 1991-92 is wrongful as the said amount of ''3,429 thousand has been reduced to Nil by Order Giving effect to the order of Honourable Supreme Court dated February 5, 2013, which has also been communicated vide letter dated December 08, 2023. Accordingly, the management is not expecting any outflow in this regards.

d) The Company with its intention to start fresh NBFC business had filed an application during the earlier years with Reserve Bank of India (RBI) which has been rejected by the Reserve Bank of India and against which appeal had been filed by the Company before Appellate Authority for NBFC was rejected on August 06, 2020. Aggrieved by the order of the Appellate Authority, the Company has filed an writ petition before the Hon’ble High Court of Karnataka on October 01,2020. The Reserver bank of India, Applellate Authority, Department of Financial services, Ministry of Finance has put their appearance through their respective advocates. The matter is yet to be listed for further hearing.

e) The Supreme Court (SC) had passed an order dated February 28, 2019, stating that for the purpose of contribution to be made under the Employees Provident Fund and Miscellaneous Provisions Act, 1956 (‘EPF Act’), the definition of basic wages includes all emoluments paid in cash to the employees in accordance with the terms of their contract of employment which was also subsequently upheld vide its review petition dated August 28, 2019. In view of the same, the Company is liable to make further contribution towards Provident Fund (‘PF’) on the entire salary paid by it to its employees other than certain emoluments based on performance and variable. However there is no clarity on effective date from when the liability is required to be paid by the Company. As a matter of caution, the Company has accounted the PF liability in terms of the SC order on a prospective basis from the date of the SC order i.e., March 1, 2019 onwards. The Company further will account and pay the differential PF liability if any, on receiving further clarity on the subject from the Provident Fund Authorities and the impact if any which in view of the Company is not expected to be material.

f) The Company, during earlier year had received show-cause notice from the Registrar of Companies, Karnataka (ROC) with regard to non-compliance of appointment of full time Company Secretary during the period April 01, 2014 to August 08, 2016 as per the provisions of section 203(1) read with section 203(4) of the Companies Act, 2013. The management of the Company had filed an application for adjudication of penalties under the Companies Act, 2013 which is pending before the ROC. In the absence of an adjudication of penalties and specific demand notice, the management is unable to quantify the penalty amount. The management is of the opinion that the penalty, if levied may not be material and will not have a significant impact on the financial position of the Company.

g) The Company during the year has received an intimation from National Stock Exchange (NSE) intimating the penalty of ''543 thousand in respect of compliances on directors vacancies. The company has requested for waiver of the same in view of its immediate compliances post the receipt of notice. The company has been informaly advised that the penalty amount would be waived off in due course and as such no liability required to accounted in respect of such demand in the books.

h) The Company during the Financial year 1991-92 had paid an advance to Mr Hiten P Dalal, Stock Broker, amounting to ''280.56 Lakhs towards purchase of securities for its investment purposes, which was required for maintaining SLR required to be maintained against Public Deposits. The stock broker, however, failed to give the delivery of those securities and in the interim had delivered MTNL bonds having face value of ''100 Lakhs in part satisfaction of the amount paid. The stock broker got involved in the security scam during that period. MTNL bonds were sold by the Company and it realized ''84 lakhs along with interest of ''5 lakhs. The Company had followed up for the delivery of the securities for the balance amount and approached the Special Court (Trial of offences relating to Transaction in Securities ) Act , 1992 of Mumbai, for getting justice and recovery of the dues. The Special Court In the interim held that, the company had to make good the investment sold by depositing of equal amount of securities, in respect of which the Company had deposited the ITI Bonds (tax free) of the face value of ''100 lakhs with the Special Court. The company in view of lengthy proceedings without much progress and continuing litigation, had written off the balances due in the earlier years, including the amount advanced with interest up-to certain date which included the value of the Bonds deposited with the Special Court. During the Year 2021-22, the Company had received Order dated 4th December, 2021 from the Special Court upholding company’s claim.

The Company thereafter filed execution petition for recovery of amounts as aforesaid and has received an amount of ''652.18 Lakhs on May 18, 2022 towards amount deposited with Special Court. The Company in the financial year 2021-22, had recognized the above amount recovered as income of exceptional nature under prudence.

The Company is pursuing the recovery of the balance amount due as per the Order of the Special Court. The Company will recognize the revenue arising out of remaining part of the Order in the year in which the amount will be recovered as it cannot be quantified now.

The Stock Broker had also filed miscellaneous petition in the interim requesting the Special Court to recall the money already paid to the Company, which has been rejected by the Special court vide its order dated March 17, 2023. The stock broker has filed appeal in the Hon’ble Supreme Court aganist the said order along with the interim stay of the said final order. The Hon’ble Supreme court vide its order dated January 03, 2023 admitted the matter and dismissed the Interim application for stay. The matter is yet to be listed for further hearing. The management is of the opinion that the said Order has attained logical conclusion on completion of legal proceedings with the special court and the amount received in respect of which income has already been recognised, has achieved finality and expects that the Hon’ble Supreme Court will follow the Order of Special Court and does not expect any outflow in this regard.

31 The Indian Parliament has approved the Code on Social Security, 2020 (‘Code’) which may impact the contribution by the Company towards Provident Fund and Gratuity. The effective date from which the Code and its provisions would be applicable is yet to be notified and the rules which would provide the details based on which financial impact can be determined are yet to be framed. The Company will complete its evaluation and will give appropriate impact, if any, in the financial results/statement following the Code becoming effective and the related rules being framed and notified.

Notes

a) Related Party Transactions given above are as identified by the Management.

b) Commitments with related parties: As at year end March 31,2024, there is no commitment outstanding with any of the related parties.

c) The remuneration to KMPs do not include provisions for gratuity as separate actuarial valuation are not available.

d) The transaction from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

34 The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules 2021) which is effective from April 01, 2023, states that every company which uses accounting software for maintaining its books of account shall use only the accounting software where there is feature of recording audit trail of each and every transaction, and further creating an edit log of each change made to books of account along with the date when such changes were made and ensuring that audit trail can not be disabled.

The Company uses legacy COBOL based software for maintaining its books of account , which does not have any feature of recording audit trail (edit log) facility.

35 Other Statutory Information

i) There are no balance outstanding on account of any transaction with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

ii) The Company does not have any Capital work in progress or intangible assets under development whose completion is overdue or has exceeded its cost compared to its original plan.

iii) The Company has not advanced or loaned or invested funds to any other person(s) or entitiy(ies), including foreign entity (intermediaries) with the understanding that intermediary shall:

(a) Directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee ,security or the like to or on behalf of the Ultimate Beneficiaries.

iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entity (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

(a) Directly or indirectly lend or invest in other person or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company does not have any such 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.

vi) The Company has neither transacted in Crypto or Virtual Currency during the year nor held any Crypto or Virtual Currency as at the Balance Sheet date.

vii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

viii) The Company has not declared wilful defaulter by any bank or financial institution or other lender.

ix) 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.

x) There is no scheme of arrangement that has been approved by the Competent Authority during the financial year in terms of section 230 to 237 of the Companies Act, 2013.

xi) The Company owns an immovable property and the titile deeds are in the name of the Company.

37 Segment Reporting

The Company prepares consolidated financial statements, hence as per Ind AS 108 on Segment Reporting, segment information has not been provided in the standalone financial statements.

38 Figures of the previous year wherever necessary, have been regrouped and rearranged to conform with those of the current year.

As per our report of even date attached

For Chaturvedi & Shah LLP For and on behalf of the board of Directors ICDS Limited

Chartered Accountants

Firm Registration Number : 101720W/W100355

Sd/- Sd/-

Lalit R Mhalsekar Sujir Prabhakar K Bhujangesha Kamath

Partner Chairman & Managing Director Director

Membership No.: 103418 DIN: 02577488 DIN: 10411585

Sd/- Sd/-

Vasudeva Nayak Veena Hegde

Chief Financial Officer Company Secretary

Membership No.: A45746

Place : Mumbai Place : Manipal

Date : May 27, 2024 Date : May 27, 2024


Mar 31, 2014

Company overview

ICDS Limited ("the Company") was incorporated on October 21, 1971 and registered as a Non Banking Financial Company (NBFC). The Company had fled the Scheme of Arrangement during August 2002, and stopped its fund based business and surrendered its certifcate of registration as Non Banking Finance Company to RBI. The Company is presently concentrating on the recovery of its dues and repaying its liabilities and is also engaged in trading activities of mobiles and accessories, marketing of the insurance products of life and general insurance companies. The Company is diversifying into more fee based activities.

Rights, preferences and restrictions attached to shares:

The Company has two classes of shares referred to as equity shares and preference shares having par value of Rs.10/– each. Each holder of equity shares is entitled to one vote per share. The Company has not issued any preference shares as on March 31, 2014.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Restrictions on the distribution of dividends:

The Board shall, propose to the shareholders the dividend payable out of free reserves and Profits of the Company. Upon such recommendation shareholders shall declare dividends i) all such dividends & Profits shall be paid to shareholders in their existing shareholding pattern and ii) any such dividend or other distribution shall be based on Profit generated by the Company or on appropriate basis permitted by the applicable laws.

Notes:

Nature of security

The above working capital loan is secured by deposit with banks amounting to Rs.55,000 thousands (March 31, 2013: Rs. 55,000 thousands).

Terms of repayment

The above loan is repayable on demand. Interest for such borrowing ranges from 10.45% to 10.50% p.a.

Notes

a. Consists of public liabilities which is held and not paid as the matter being subjudice with Honourable Courts of Andhra Pradesh.

b. The management is of the opinion that the due date for remittance of unclaimed public liabilities starts after seven years from the due date of the last installment of the instrument as per the Scheme in respect of repayment of instruments which were payable in more than one installments, accordingly the management considers Rs. 90,70 thousands outstanding with regard to the frst two installments is not due for payment to Investor Education and Protection Fund pending last installment falling due. Further, an amount of Rs. 78.47 thousands claimed by various depositors but withheld due to non receipt of relevant documents. In view of the same the management is of the opinion that same is not due for payment to Investors Education and Protection Fund.

Notes:

a. Investment property includes shares of the face value of Rs. 511/– in Co operative Housing Society.

b. Market price of the Quoted shares has been taken at face value, in the absence of trading in stock exchanges during the year.

c. Details of Provisions for diminution in value of investments

Notes:

a. Demerger receivable:

i. Demerger receivable represents Rs. 15,076 thousands (March 31, 2013: Rs. 36,490 thousands) from MPL Enterprises Ltd. pursuant to the scheme of arrangements sanctioned by Hon''ble High Courts of Karnataka and Madras vide their Orders dated April 09, 1999 and August 25, 2000 respectively. The balance is considered good for recovery in the opinion of the management, as the value of the property vested in MPL Enterprises Ltd. is adequate.

ii. Investment of Rs. 999 thousands (March 31, 2013: Rs. 999 thousands) and demerger receivable of Rs. 2,845 thousands (March 31, 2013: Rs. 4,145 thousands) being amount due from Manipal Properties Limited a subsidiary, on account of scheme of arrangements sanctioned by Hon''ble High Courts of Karnataka and Madras vide its Order dated April 09, 1999 and August 25, 2000 respectively is considered good for recovery in the opinion of the management, as the present market value of the property vested in Manipal Properties Limited is adequate and in view of long term involvement with the said Company.

b. Demerger receivables considered doubtful includes Rs. 7,830 thousands (March 31, 2013: Rs. 7,812 thousands due from Manipal Hotels Ltd. and Rs. 8,536 thousands (March 31,2013 : Rs. 12,436 thousands) due from Manipal Properties Ltd., the wholly owned subsidiary companies.

2.25 In pursuance to the Scheme of Arrangement ( the ''scheme'' ) under sections 391 to 394 of the Companies Act, 1956 sanctioned by the Hon''ble High Court of Karnataka (''the Court'') vide its order dated October 15, 2004 and fled with the Registrar of Companies, Karnataka on December 30, 2004 (ie. effective date) the Company has implemented the scheme and accordingly repaid all installments of debentures, deposits and subordinated debts which were claimed in terms of the scheme. The Company has fled an affdavit on August 31, 2010 before the Court stating that the scheme has been successfully implemented and the Court has passed an Order stating that Scheme of Arrangement sanctioned by the Court on October 15, 2004 is fully complied by the Company.

The accounts have been prepared on Going concern basis, considering the successful implementation of the Scheme of Arrangement as mentioned above, the Company''s foray into fee based activities and its intention to start fresh NBFC business subject to approval from Reserve Bank of India.

2.26 Contingent liabilities Rupees in Thousands

Particulars March 31, 2014 March 31, 2013

Contingent liabilities:

Guarantee issued in favour of bankers 320 320

Claims against the company/disputed liabilities not acknowledged as debt/ 1,058 1,058 liabilities

Income Tax * 102,404 102,404

* – Income tax demand represents Rs.102,404 thousands (March 31, 2013: Rs.102,404 thousands) in respect of Block assessment held for the period from assessment year 1991–92 to 1996–97 following the Order of Hon''ble High Court of Karnataka in respect of disallowance of depreciation on leased assets. The Company has fled an Special Leave Petition (SLP) with Hon''ble Supreme Court of India against the Order of Hon''ble High Court of Karnataka. The Company has deposited Rs. 49,335 thousands (March 31, 2013: Rs. 46,232 thousands) against the said demanded Tax. The Company has offered one of its immovable property as security which is free of any encumbrances. Based on the decisions of the Appellate authorities/Courts and the interpretations of other relevant provisions, the Company has been legally advised that the demands raised on account of block assessment and disallowance of depreciation would get vacated and accordingly no provision is considered necessary.

2.27 Deferred tax

The Company has not recognized Deferred Tax Asset as per AS 22 on ''Accounting for Taxes on Income'' issued by the Institute of Chartered Accountants of India, constituting, mainly of carry forward losses, excess depreciation claimed in Income tax and provision for doubtful debts, as a matter of prudence.

2.28 Employee benefits:

The Company has adopted Accounting Standard 15, Employee benefits (revised 2005), issued by the Institute of Chartered Accountants of India [the ''revised AS 15''].

The disclosures as required under the revised AS 15 are as under:

Brief description of the Plans :

a. The Company has two schemes for long–term benefits such as Provident Fund and Gratuity. In case of funded schemes, the funds are recognised by the Income Tax authorities and administered through trustees / appropriate authorities. The Company''s Defined contribution plan is Employees'' Provident Fund (under the provisions of the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952) The Company has no further obligation beyond making the contributions. The Company''s Defined benefit plan is Gratuity.

Notes:

i. The Company''s liability towards gratuity to employees is covered by a group policy with LIC of India and contributions are charged to statement of Profit and loss. ii. Based on the above allocation and the prevailing yields on these assets, the long term estimate of the expected rate of return on fund assets has been arrived at. Assumed rate of return on assets is expected to vary from year to year refecting the returns on matching government bonds.

2.30 The Company has identified two reportable segments viz. Financial Services (recovery of loans and advances) and Sale of shares and Mobiles and Accessories; Others include Marketing of the insurance products of life and general insurance companies. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems. Accordingly segment reporting disclosures as envisaged in Accounting Standard (AS–17) on Segmental Reporting, issued by the ICAI are given below,

Notes:

a) Interest expenditure and interest income of company are not shown separately for financial services since the same is integral part of financial business.

b) Geographical segment is not relevant for the company since it is not involved in exports.

c) Previous year figures given in italics.

2.31 The Company has entered into certain cancellable operating lease agreements mainly for office premises and same has been charged to Statement of Profit and Loss amounting to Rs.338 thousands (March 31, 2013 : Rs. 297 thousands).

2.32 In the opinion of the management, loans and advances, current and non current assets are good and recoverable and no provision is considered necessary.

2.33 Figures of the previous year wherever necessary, have been reworked, regrouped, reclassified and rearranged to conform with those of the current year.


Mar 31, 2013

Company overview

ICDS Limited ("the Company") was incorporated on October 21, 1971 and registered as a Non Banking Financial Company (NBFC). The Company had filed the Scheme of Arrangement during August 2002, and stopped its fund based business and surrendered its certificate of registration as Non Banking Finance Company to RBI. The Company is presently concentrating on the recovery of its dues and repaying its liabilities and is also engaged in trading activities of mobiles and accessories, marketing of the insurance products of life and general insurance companies. The Company is diversifying into more fee based activities.

1.1 Deferred Tax

The Company has not recognized Deferred Tax Asset as per AS 22 on ''Accounting for Taxes on Income'' issued by the Institute of Chartered Accountants of India, constituting, mainly of carry forward losses, excess depreciation claimed in Income tax and provision for doubtful debts, as a matter of prudence.

1.2 Employee Benefits

The Company has adopted Accounting Standard 15, Employee Benefits (revised 2005), issued by the Institute of Chartered Accountants of India [the ''revised AS 15''].

The disclosures as required under the revised AS 15 are as under:

Brief description of the Plans :

a) The Company has two schemes for long-term benefits such as Provident Fund and Gratuity. In case of funded schemes, the funds are recognised by the Income Tax authorities and administered through trustees / appropriate authorities. The Company''s defined contribution plan is Employees'' Provident Fund (under the provisions of the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952) The Company has no further obligation beyond making the contributions. The Company''s defined benefit plan is Gratuity.

Notes:

a) The Company has identified and applied reportable segment as per AS 17 - "Segment Reporting" for the first time during the year. In view of the same, the disclosure of corresponding previous year figures in respect of segment reporting is not given.

b) Interest expenditure and interest income of company are not shown separately for financial services since the same is integral part of financial business.

c) Geographical segment is not relevant for the company since it is not involved in exports.

1.3 The Company has entered into certain cancellable operating lease agreements mainly for office premises and same has been charged to Statement of Profit and Loss amounting to Rs. 297 thousands (March 31, 2012 : Rs.253 thousands).

1.4 In the opinion of the management, loans and advances, current and non current assets are good and recoverable and no provision is considered necessary.

1.5 Figures of the previous year wherever necessary, have been reworked, regrouped, reclassified and rearranged to conform with those of the current year.


Mar 31, 2012

Company overview

ICDS Limited ("the Company") was incorporated on October 21, 1971 and registered as a Non Banking Financial Company (NBFC). The Company had filed the Scheme of Arrangement during August 2002, and stopped its fund based business and surrendered its certificate of registration as Non Banking Finance Company to RBI. The Company is presently concentrating on the recovery of its dues and repaying its liabilities and is also engaged in marketing of the insurance products of life and general insurance companies. The Company is diversifying into more fee based activities.

Rights, preferences and restrictions attached to shares: The Company has two classes of shares referred to as equity shares and preference shares having par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. The Company has not issued any preference shares as on March 31, 2012.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Restrictions on the distribution of dividends: The Board shall, propose to the shareholders the dividend payable out of free reserves and profits of the Company. Upon such recommendation shareholders shall declare dividends i) all such dividends & profits shall be paid to shareholders in their existing shareholding pattern and ii) any such dividend or other distribution shall be based on profit generated by the Company or on appropriate basis permitted by the applicable laws.

Notes:

Nature of Security

The above working capital loan is secured by deposit with banks amounting to Rs. 55,000 thousands (March 31, 2011: Rs. 58,334 thousands).

Terms of Repayment

The above loan is repayable on demand.

Notes:

a. Liability to Investor Education and Protection fund does not arise in view of entire public deposit is being repaid as per Scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka. (Annexure D read with 1.1.8 of the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka.)

b. Other Public Liabilities includes unencashed stale cheques relating to Deposits, Non Convertible debentures and Subordinated debts which are lying unpaid after adjusting deposits/debentures with loans borrowed against it. Out of the above, amount of Rs. 30,302 thousands (March 31, 2011 Rs.31,421 thousands) are lying for more than one year. The Company has continued to followup action for payment of the above said liabilities.

Note : Advance taxes is net of provision for Income Tax Rs. 126,00 thousands which was provided on prudent basis in the earlier years. This is without prejudice to the company's stand on non- applicability of Minimum Alternate Tax (MAT) for the earlier years in view of availability of carry forward losses computed in terms of the Expert opinion received from a firm of Chartered Accountants.

Notes:

a) Demerger receivable:

i) Demerger receivable represents Rs. 37,690 thousands (March 31, 2011: Rs. 62,977 thousands) from MPL Enterprises Ltd. pursuant to the scheme of arrangements sanctioned by Hon'ble High Courts of Karnataka and Madras vide their Orders dated April 09, 1999 and August 25, 2000 respectively. The balance is considered good for recovery in the opinion of the management, as the value of the property vested in MPL Enterprises Ltd. is adequate.

ii) Investment of Rs. 999 thousands (March 31, 2011: Rs. 999 thousands) and demerger receivable of Rs. 5,397 thousands (March 31, 2011: Rs. 5,903 thousands) being amount due from Manipal Properties Limited a subsidiary, on account of scheme of arrangements sanctioned by Hon'ble High Courts of Karnataka and Madras vide its Order dated April 09, 1999 and August 25, 2000 respectively is considered good for recovery in the opinion of the management, as the present market value of the property vested in Manipal Properties Limited is adequate and in view of long term involvement with the said Company.

b) Demerger receivables considered doubtful includes Rs. 7,797 thousands (March 31, 2011: Rs. 7,783 thousands) due from Manipal Hotels Ltd. and Rs. 16,191 thousands (March 31, 2011 : Rs. 17,708 thousands) due from Manipal Properties Ltd., the wholly owned subsidiary companies.

1.1 In pursuance to the Scheme of Arrangement (the 'scheme') under sections 391 to 394 of the Companies Act, 1956 sanctioned by the Hon'ble High Court of Karnataka ('the Court') vide its order dated October 15, 2004 and filed with the Registrar of Companies, Karnataka on December 30, 2004 (i.e. effective date) the Company has implemented the scheme and accordingly repaid all installments of debentures, deposits and subordinated debts which were claimed in terms of the scheme. The Company has filed an affidavit on August 31, 2010 before the Court stating that the scheme has been successfully implemented and the Court has passed an Order stating that Scheme of Arrangement sanctioned by the Court on October 15, 2004 is fully complied by the company.

The accounts have been prepared on Going concern basis, considering the successful implementation of the Scheme of Arrangement as mentioned above, the Company's foray into fee based activities and its intention to start fresh NBFC business subject to approval from Reserve Bank of India.

1.2 Contingent liabilities and commitments Rs. in Thousands

Particulars March 31, 2012 March 31, 2011

Capital Commitments:

Investment in equity shares of Body corporate - 12,500

Contingent liabilities:

Guarantee issued in favour of bankers 320 320

Claims against the company/disputed liabilities not 1,058 1,058 acknowledged as debt/liabilities

Income Tax * 130,333 130,333

* Income tax demand represents Rs.102,404 thousands (March 31, 2011: Rs.102,404 thousands) in respect of Block assessment held for the period from 1987-88 to 1997-98 and balance amount Rs. 27,929 thousands (March 31, 2011: Rs. 27,929 thousands) relating to other assessment years following the Order of Hon'ble High Court of Karnataka in respect of disallowance of depreciation on leased assets and other disallowances. The Company has filed an Special Leave Petition (SLP) with Hon'ble Supreme Court of India against the Order of Hon'ble High Court of Karnataka. The Company has deposited Rs.40,222 thousands (March 31, 2011: Rs.27,687 thousands) against the said demanded Tax. The Company has offered one of its immovable property as security which is free of any encumbrances. Based on the decisions of the Appellate authorities/Courts and the interpretations of other relevant provisions, the Company has been legally advised that the demands raised on account of block assessment and disallowance of depreciation would get vacated and accordingly no provision is considered necessary.

1.3 Deferred tax

The Company has not recognized Deferred Tax Asset as per AS 22 on 'Accounting for Taxes on Income' issued by the Institute of Chartered Accountants of India, constituting, mainly of carry forward losses, excess depreciation claimed in Income tax and provision for doubtful debts, as a matter of prudence.

1.4 Employee Benefits:

The Company has adopted Accounting Standard 15, Employee Benefits (revised 2005), issued by the Institute of Chartered Accountants of India [the 'revised AS 15'].

The disclosures as required under the revised AS 15 are as under:

Brief description of the Plans :

a) The Company has two schemes for long-term benefits such as Provident Fund and Gratuity. In case of funded schemes, the funds are recognised by the Income Tax authorities and administered through trustees / appropriate authorities. The Company's defined contribution plan is Employees' Provident Fund (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company's defined benefit plan is Gratuity.

Notes:

i) The Company's liability towards gratuity to employees is covered by a group policy with LIC of India and contributions are charged to statement of profit and loss.

ii) Based on the above allocation and the prevailing yields on these assets, the long term estimate of the expected rate of return on fund assets has been arrived at. Assumed rate of return on assets is expected to vary from year to year reflecting the returns on matching government bonds.

1.5 The Company is engaged in marketing of the insurance products of life and general insurance companies. As the basic nature of the activities is governed by the same set of risk and returns these have been grouped as a single business segment. Accordingly separate primary and secondary segment reporting disclosures as envisaged in Accounting Standard (AS-17) on Segmental Reporting issued by the ICAI are not applicable to the present activities of the Company.

1.6 The Company has entered into certain cancellable operating lease agreements mainly for office premises and same has been charged to Statement of Profit and Loss amounting to Rs. 253 thousands (March 31, 2011 : Rs.375 thousands).

1.7 In the opinion of the management, loans and advances, current and non current assets are good and recoverable and no provision is considered necessary.

1.8 The financial statements for the year ended March 31, 2011 had been prepared as per the pre- revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

1. In pursuance to the Scheme of Arrangement (the 'scheme') under Sections 391 to 394 of the Companies Act, 1956 sanctioned by the Hon'ble High Court of Karnataka vide its order dated 15th October, 2004 and filed with the Registrar of Companies, Karnataka on 30th December, 2004 (i.e., effective date) the Company has implemented the scheme and accordingly the Company:

a) has not provided for interest on deposits, debentures and subordinated debts after 15th July, 2002 in terms of the scheme.

b) has not recognised income in respect of interest on loans granted on the above said instruments.

c) has not carried any business of non banking financial company during the year and has effected only recoveries of advances done in the previous years and repayment of liabilities in terms of scheme of arrangement.

d) has repaid all the instalments of Debentures, Deposits and Subordinated debts aggregating to Rs.2,35,43,26 thousand which are claimed in terms of the scheme and filed an affidavit before the Hon'ble High Court of Karnataka to the effect.

e) Pursuant to affidavit filed by the Company on 31-08-2010 with the Court, Hon'ble High Court of Karnataka has passed an Order accepting that Scheme of Arrangement sanctioned by the Court on 15th October, 2004 is fully complied by the company.

2. The charge created in respect of debentures in favour of the Debenture Trustees has been satisfied on 30th June, 2005 upon the payment of first instalment in terms of the scheme and necessary forms have been filed with the Registrar of Companies Karnataka, Bangalore.

3. The Company's liabilities were restructured pursuant to the scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka. As per the Order from Court, Company has fully complied with Scheme and repaid its liabilities. The accounts have been prepared on going concern basis in view of successfull implementation of the scheme and Company's foray to new business in future.

4. Demerger receivable represents Rs.6,29,77 thousands (P.Y. Rs.173,12 thousands net of provisions and income reversal) from MPL Enterprises Ltd. pursuant to the scheme of arrangements sanctioned by Hon'ble High Courts of Karnataka and Madras vide their orders dated 9th April, 1999 and 25th August, 2000 respectively. The balance is considered good for recovery in the opinion of the management, as the value of the property vested in MPL Enterprises Ltd. is adequate.

5. Investment of Rs.9,99 thousands (P.Y. Rs.9,99 thousands) and demerger receivable of Rs.59,03 thousands (P.Y. Rs.62,83 thousands) being amount due from Manipal Properties Limited a subsidiary, on account of scheme of arrangements sanctioned by Hon'ble High Courts of Karnataka and Madras vide its Order dated 9th April, 1999 and 25th August, 2000 respectively is considered good for recovery in the opinion of the management, as the present market value of the property vested in Manipal Properties Ltd. is adequate and in view of long term involvement with the said Company.

6. The Company has not recognized Deferred Tax Asset as per AS 22 on "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, constituting, mainly of carry forward losses, excess depreciation claimed in Income tax and provision for doubtful debts, as a matter of prudence.

7. A revaluation of land and buildings as on 1st January, 1998 was carried out by an approved valuer resulting in an increase in the value of assets over net asset value by Rs.4,62,40 thousands as on date. The increase in the value of land and buildings resulting from revaluation is credited to Revaluation Reserve.

8. During the year the Company has made provision for Income Tax to the extent of Rs 96 lakhs on prudential basis. This is without prejudice to the company's stand on non-applicability of the Income Tax under MAT in view of availability of carry forward losses computed as per Expert opinion received.

9. Capital Commitments & Contingent Liabilities: (Rs. in Thousands)

Sl. Particulars 2010-11 2009-10

Contingent liabilities:

a) Guarantee issued in favour of bankers. 3,20 3,70

b) Claims against the Company/disputed liabilities not 10,58 10,58 acknowledged as debt/liabilities.

c) Income Tax (refer Note No. 10 below) 13,03,33 13,25,54

10 Income Tax demand represents Rs.10,24,04 thousand (P.Y. Rs.10,24,04 thousand) in respect of Block Assessment held for the period from 1987-88 to 1997-98 and balance amount Rs.2,79,29 thousand (P.Y. Rs. 1,89,69 thousand) relating to other assesment years following the order of Hon'ble High Court of Karnataka in respect of disallowance of depreciation on leased assets and other disallowances. The Company has filed an Special Leave Petition (SPL) with Hon'ble Supreme Court of India against the order of Hon'ble High Court of Karnataka. However Company has deposited Rs.2,76,87 thousand against the said demanded Tax. The Company has been advised that there are fair chances of favourable judgement and hence does not foresee any outflow on the said matter

11. No remuneration/commission has been drawn by the Whole-time Director during the year.

13. Other Public Liabilities includes unencashed stale cheques relating to Deposits, Non-Convertible debentures and Subordinated debts which are lying unpaid after adjusting deposits/debentures with loans borrowed against it. Out of the above amount of Rs.3,14,21 thousands are lying more than one year. The Company has initiated follow-up action for payment of the above said liabilities.

14. The Company has been legally advised that the default of the company in repayment of deposits and redemption of debentures gets remedied with retrospective effect from the appointed date i.e. 15th July 2002 as per the scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka on 15th October, 2004. Hence the disqualification under Section 274 (1)(g) of the Companies Act, 1956 will not be applicable to the Directors of the Company with effect from the appointed date viz., 15th July, 2002.

15. List of Related Parties with whom transactions are taken place during the year:

A. Subsidiary Companies (100%):

1. Manipal Hotels Ltd.

2. Manipal Properties Ltd.

B. Associate Companies/Institutions:

1. ICDS Securities Limited.

2. Canara Land Investments Ltd.

3. Bluecross Builders and Investors Limited

4. MPL Enterprises Limited

C. Key Management Personnel and their Relatives: Relationship

T. Mohandas Pai Chairman & Whole-time Director

T. Ashok Pai Relative of Director

H. N. S. Rao Director

17. In the opinion of the Management, there are no balances due to Micro, Small and Medium Enterprise in the absence of any notice from the vendors to the effect on their registrations in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). In view of the same, disclosures as per the provisions of MSMED Act, 2006 & Schedule VI of the Companies Act, 1956 is not given.

18. Employee Benefits:

The Company has, with effect from 1st April, 2007, adopted Accounting Standard 15, Employee Benefits (revised 2005), issued by the Institute of Chartered Accountants of India [the 'revised AS 15].

The disclosures as required as per the revised AS 15 are as under:

a) Brief description of the Plans:

The Company has two schemes for long-term benefits such as Provident Fund and Gratuity. In case of funded schemes, the funds are recognised by the Income Tax authorities and administered through trustees / appropriate authorities. The Company's defined contribution plan is Employees' Providend Fund (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Company's defined benefit plan is Gratuity.

b) Charge to the Profit and Loss Account based on contributions:

The Company's contribution to Provident Fund charged to Profit and Loss Account during the year is Rs.2,73 thousands ( PY. 2,67 thousands).

c) The Company's liability towards Gratuity to employees is covered by a group policy with Life Insurance Corporation of India (LIC of India) and contributions / demand made are charged to Profit and Loss Account. During the year Company has paid contribution of Rs.34 thousands (PY. Rs.32 thousands) to LIC of India for its demands including the amounts pertaining to previous years and has charged of Rs.1,38 thousands (PY Rs.26 thousands) to Profit and Loss Account based on the statement received from LIC of India.

d) Disclosures for defined Gratuity benefit plans as required under Accounting Standard 15 - Employee Benefits (Revised 2005) issued by the Institute of Chartered Accountants of India is not given as the Company has not received any actuarial valuation report or information from LIC of India. The Management is in the process of getting the information from the LIC of India. The effect if any on the expense/income will be given in the year of receipt of information.

19. The previous year's figures have been reworked, regrouped and reclassified wherever necessary.

20. The Company has only one segment (Financial services) hence Segment-wise result is not prepared.

21. The Company does not carry on manufacturing activities; hence paragraph 4C of Part II of Schedule VI of The Companies Act, 1956 is not applicable.


Mar 31, 2010

1. In pursuance to the Scheme of Arrangement (the scheme) under Sections 391 to 394 of the Companies Act, 1956 sanctioned by the Honble High Court of Karnataka vide its order dated 15th October 2004 and filed with the Registrar of Companies, Karnataka on 30th December 2004 (i.e., effective date) the Company has put the scheme to implementation and accordingly the Company:

a) has not provided for interest on deposits, debentures and subordinated debts after 15th July 2002 in terms of the scheme.

b) has not recognised income in respect of interest on loans granted on the above said instruments.

c) has not carried any business of non banking financial company during the year and has effected only recoveries of advances done in the previous years and repayment of liabilities in terms of scheme of arrangement.

d) has paid first five instalments of Debentures, Deposits and Subordinated debts aggregating to Rs. 2,23,93,66 thousand in terms of the scheme and filed an affidavit before the Honble High Court of Karnataka to the effect. The payment of sixth instalment of interest on Deposits, Debentures and Subordinated Debts are in progress.

2. The charge created in respect of debentures in favour of the Debenture Trustees has been satisfied on 30th June, 2005 upon the payment of first instalment in terms of the scheme and necessary forms have been filed with the Registrar of Companies, Karnataka, Bangalore.

3. The Companys liabilities were restructured pursuant to the scheme of arrangement sanctioned by the Honble High Court of Karnataka. The accounts have been prepared on going concern basis in view of implementation of the scheme.

4. Demerger receivable represents Rs. 1,73,12 thousands (P.Y. Rs. 4,22,55 thousands) net of provisions and income reversal from Mpl Enterprises Ltd. (formerly known as Mpl Finance and Leasing Company Ltd.) pursuant to the scheme of arrangements sanctioned by Honble High Courts of Karnataka and Madras vide their orders dated 9th April 1999 and 25th August, 2000 respectively. The balance is considered good for recovery as the value of the property vested in Mpl Enterprises Ltd. is adequate.

5. Investment of Rs. 9,99 thousands (P.Y. Rs.9,99 thousands) and demerger receivable of Rs.62,83 thousands (P.Y. Rs. 69,75 thousands) being amount due from Manipal Properties Limited a subsidiary, on account of scheme of arrangements sanctioned by Honble High Courts of Karnataka and Madras vide its Order dated 9th April 1999 and 25th August, 2000 respectively is considered good for recovery as the present market value of the property vested in Manipal Properties Ltd. is adequate and in view of long term involvement with the said company.

6. The Company has not recognized Deferred Tax Asset as per AS 22 on "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, constituting, mainly of carry forward losses, excess depreciation claimed in Income tax and provision for doubtful debts, as a matter of prudence.

7. A revaluation of land and buildings as on 1st January 1998 was carried out by an approved valuer resulting in an increase in the value of assets over net asset value by Rs. 4,62,40 thousands as on date. The increase in the value of land and buildings resulting from revaluation is credited to revaluation reserve.

8. Contingent Liabilities: (Rs. in Thousands)

Sl Particulars 200910 200809 No.

a) Guarantee issued in favour of bankers 3,70 3,20

b) Claims against the company/ disputed liabilities not 10,58 10,58 acknowledged as debt/liabilities

c) Income Tax (refer Note No. 9 below) 13,25,54 20,54,21

d) UP. State Commercial Tax towards Trade Tax _ 4,500

** Service tax of Rs. 1,61 thousands (P.Y. 1,61 thousands) is not paid following the Stay Order of the Honble High Court of Judicature at Madras dated 29th August, 2001 in favour of the members of the Equipment Leasing Association (India). The company does not foresee any outflow on the said matter and no provision is considered necessary.

9. Income tax demand represents Rs. 10,24,04 thousand (P.Y. Rs. 15,35,50 thousand) in respect of Block Assessment held for the period from 198788 to 199798 and balance amount Rs. 1,89,69 thousand (net of Rs.1,11,81 thousand recovered from refund of other assessment year) {P.Y. Rs.4,83,05 thousand (net of Rs. 35,67 thousand recovered from refund of other assessment year)} relating to other assessment years following the dismissal order of Honble High Court of Karnataka in respect of disallowance of depreciation on leased assets and other disallowances. The Company has filed a Special Leave Petition (SPL) with Honble Supreme Court of India against the Order of Honble High Court of Karnataka. The Company has been advised that there are fair chances of favourable judgement and hence does not foresee any outflow on the said matter.

10. No remuneration/commission has been drawn by the Wholetime Director during the year.

11. The Company during the year has repaid liabilities in terms of the scheme of arrangement amounting to Rs. 18,68,24 thousand (P.Y. Rs. 24,28,55 thousand) through Multi City Account with a Scheduled Bank. Bank reconciliation contains items debited by the bank amounting to Rs. 6,15 thousands (P.Y. Rs. 6,92 thousands) pending receipt of details from various branches of the Bank.

13. The Company is in the process of updating the investment register to match the shares lying in Demat account for which details are being traced.

14. Other Public Liabilities includes balances lying unpaid after adjusting deposits/debentures with loans borrowed against it and unencashed stale interest warrants/cheques. Unencashed stale cheques relating to Deposits, Non Convertible debentures and Subordinated debts amounting to Rs.2,87,19 thousands is lying more than one year. The Company has initiated followup action for payment of the above said liabilities.

15. Manipal Universal Learning Pvt. Ltd. (MUL) had during the financial year 200405 agreed to pay Rs.2,00,00 thousand against the due amount of Rs.6,72,06 thousand in pursuance of the agreement for payment in instalments. Pursuant to the same company had written off the differential amount in the books during the said financial year and also claimed the deduction in the Income tax computation which was disallowed by the Income Tax Officer. The company during the year has considered the write off of bad debts of Rs.4,72,06 thousands for the purposes of tax computation which was disallowed in the earlier years by the Assessing Officer pursuant to the full and final settlement of Rs.2,00,00 thousand in full by MUL during the previous year. This has no effect on the ultimate profit for the year, since same was once written off in the books in the earlier year.

16. The Company has been legally advised that the default of the company in repayment of deposits and redemption of debentures gets remedied with retrospective effect from the appointed date i.e. 15th July 2002 as per the scheme of arrangement sanctioned by the Honble High Court of Karnataka on 15th October 2004. Hence the disqualification under Section 274 (1) (g) of the Companies Act, 1956 will not be applicable to the directors of the company with effect from the appointed date viz., 15th July 2002.

17. List of Related Parties with whom transactions are taken place during the year:

A. Subsidiary Companies (100%):

1. Manipal Hotels Ltd.

2. Manipal Properties Ltd.

B. Associate Companies/Institutions:

1. ICDS Securities Limited

2. Canara Land Investments Ltd.

3. Bluecross Builders and Investors Limited

4. MPL Enterprises Limited

C. Key Management Personnel and their Relatives: Relationship

T. Mohandas Pai Wholetime director

T. Ashok Pai Relative of Director

H. N. S. Rao Director

18. Miscellaneous income includes Rs.Nil (P.Y. Rs. 1,69 thousands) pertaining to interest waived by holders of various instruments.

20. In the opinion of the Management, there are no balances due to Micro, Small and Medium Enterprise in the absence of any notice from the vendors to the effect on their registrations in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). In view of the same, disclosures as per the provisions of MSMED Act, 2006 & Schedule VI of the Companies Act, 1956 is not given.

21. Employee Benefits:

The Company has, with effect from 1st April, 2007, adopted Accounting Standard 15, Employee Benefits (revised 2005), issued by the Institute of Chartered Accountants of India [the revised AS 15].

The disclosures as required as per the revised AS 15 are as under:

a) Brief description of the Plans :

The Company has two schemes for longterm benefits such as provident fund and gratuity. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through trustees / appropriate authorities. The Companys defined contribution plan is employees provident fund (under the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Companys defined benefit plan is gratuity.

b) Charge to the Profit and Loss Account based on contributions:

The Companys contribution to Provident Fund charged to Profit and Loss Account during the year is Rs.2,67 thousands ( P.Y. 3,62 thousands).

c) The Companys liability towards Gratuity to employees is covered by a group policy with Life Insurance Corporation of India (LIC of India) and contributions / demand made are charged to profit and loss account. During the year company has paid contribution of Rs.32 thousands (P.Y. Rs. 15,04 thousands) to LIC of India for its demands including the amounts pertaining to previous years and has charged of Rs.26 thousands (P.Y. Rs.1,14 thousands) to profit and loss account based on the statement received from LIC of India.

d) Disclosures for defined gratuity benefit plans as required under Accounting Standard 15 Employee Benefits (Revised 2005) issued by the Institute of Chartered Accountants of India is not given as the Company has not received any actuarial valuation report or information from LIC of India. The Management is in the process of getting the information from the LIC of India. The effect if any on the expense/income will be given in the year of receipt of information.

22. The previous year figures have been reworked, regrouped and reclassified wherever necessary.

23. The Company has only one segment (Financial services) hence Segmentwise report is not prepared.

24. The Company does not carry on manufacturing activities; hence paragraph 4C of Part II of Schedule VI of The Companies Act, 1956 is not applicable.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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