Notes to Accounts of Jupiter Wagons Ltd.
q. Provisions, contingent liabilities and contingent
assets
Provisions are recognised when present obligations as
a result of a past event will probably lead to an outflow
of economic resources and amounts can be estimated
reliably. Timing or amount of the outflow may still be
uncertain. A present obligation arises when there is a
presence of a legal or constructive commitment that has
resulted from past events, for example, legal disputes
or onerous contracts. Provisions are not recognised for
future operating losses.
Provisions are measured at the estimated expenditure
required to settle the present obligation, based on the
most reliable evidence available at the reporting date,
including the risks and uncertainties associated with the
present obligation. Provisions are discounted to their
present values, where the time value of money is material.
All provisions are reviewed at each reporting date and
adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources
as a result of present obligations is considered improbable
or remote, no liability is recognised. Contingent liability
is disclosed for:
¦ Possible obligations which will be confirmed only
by future events not wholly within the control of the
Company or
¦ Present obligations arising from past events where
it is not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate
of the amount of the obligation cannot be made.
Contingent assets are not recognised.
r. Employee benefits
Expenses and liabilities in respect of employee benefits
are recorded in accordance with Indian Accounting
Standard 19 - Employee Benefits.
Defined benefit plans
Long-term employee benefits
Gratuity: The Company has computed its liability towards
future payments of gratuity to employees, on actuarial
valuation basis which is determined based on project units
credit method and the charge for current year is debited
to the Profit or Loss. Actuarial gains and losses arising on
the measurement of defined benefit obligation is charged/
credited to other comprehensive income.
Compensated absences: Liability for compensated
absences that are not short term, are determined on
actuarial valuation basis which is determined based on
project unit credit method and the charge for current year
is debited to the Profit or Loss. Actuarial gains and losses
arising on the measurement of defined benefit obligation
is charged/ credited to profit or loss.
Short-term employee benefits
Expense in respect of other short-term benefits is
recognised on the basis of the amount paid or payable
for the period during which services are rendered by the
employee.
s. Earnings per share
Basic earnings per share is calculated by dividing the
net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes) by the
weighted average number of equity shares outstanding
during the period. The weighted average number of equity
shares outstanding during the period is adjusted for
events including a bonus issue.
For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares
outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
t. Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker (CODM). In accordance with Ind AS 108
- Operating Segments, the operating segments used to
present segment information are identified on the basis
of internal reports used by the Company''s Management
to allocate resources to the segments and assess their
performance.
u. Government grants
Government grants are recognised initially as deferred
income at fair value when:
a) There is reasonable assurance that they will be
received,
b) The Company will comply with conditions associated
with the grant
They are recognised in the profit or loss on systematic
basis. Grants that compensate the company for expenses
incurred are recognised in statement of profit and loss as
other operating revenue on systematic basis in the periods
in which such expenses are recognised. Government
grants related to assets are deferred and amortised over
the useful life of the asset. Government grants related to
income are deferred on a systematic basis over the period
of grant.
v. Dividend payout
Dividend distributions payable to equity shareholders
are debited directly to equity, net of any related income
tax benefit. It is included in other liabilities when the
dividends have been approved in a general meeting but
not distributed prior to the reporting date.
w. Contract assets/liabilities
Contract assets are recognised when there is excess of
revenue earned over billings on contracts. Contract
assets are classified as unbilled receivables (only act of
invoicing is pending) when there is unconditional right
to receive cash, and only passage of time is required, as
per contractual terms. Contract liabilities (Unearned or
deferred revenue is recognised when there is billings in
excess of revenues). Contracts are subject to modification
to account for changes in contract specification and
requirements. The Company reviews modification to
contract in conjunction with the original contract, basis
which the transaction price could be allocated to a
new performance obligation, or transaction price of an
existing obligation could undergo a change. In the event
transaction price is revised for existing obligation, a
cumulative adjustment is accounted for.
x. Interest income
Interest income is recognised on time proportion basis
taking into account the outstanding amount and rate
applicable. For all financial assets measured at amortised
cost, interest income is recorded using the effective
interest rate (EIR) i.e. the rate that exactly discounts
estimated future cash receipts through the expected life
of the financial asset to the net carrying amount of the
financial assets. The future cash flow includes all other
transaction costs paid or received, premiums or discounts
if any, etc.
y. The Company as a lessor
Rental income is accounted for on a straight-line basis over
the lease term and is included in other income due to its
nature.
2.1 Other accounting policy information
a) Interest income
Interest income is recognised on time proportion basis
taking into account the amount outstanding and rate
applicable. For all financial assets measured at amortised
cost, interest income is recorded using the effective
interest rate (EIR) i.e. the rate that exactly discounts
estimated future cash receipts through the expected life
of the financial asset to the net carrying amount of the
financial assets. The future cash flows include all other
transaction costs paid or received, premiums or discounts
if any, etc.
2.2 Recent accounting pronouncement
Application of new accounting pronouncements
The Ministry of Corporate Affairs notified new standards
or amendment to existing standards under Companies
(Indian Accounting Standards) Rules as issued from time
to time. The company applied following amendments for
the first-time during the current year which are effective
from 1 April 2025:
Lack of exchangeability - Amendments to Ind AS
21
MCA via notification dated 7 May 2025, announced
amendments to Ind AS 21, The Effects of Changes in Foreign
Exchange Rates, to specify how an entity should assess
whether a currency is exchangeable and how it should
determine a spot exchange rate when exchangeability
is lacking. The amendments also require disclosure of
information that enables users of its standalone financial
statements to understand how the currency not being
exchangeable into the other currency affects, or is
expected to affect, the entity''s financial performance,
financial position and cash flows.
The Company has reviewed the above pronouncement
and based on its evaluation has determined that it does
not have any significant impact in its standalone financial
statements.
Classification of Liabilities as Current or Non¬
current and Non-current Liabilities with
Covenants -Amendments to Ind AS 1
MCA via notification dated 13 August 2025 announced
amendments to Ind AS 1, Presentation of Financial
Statements, which elaborate on guidance set out in Ind
AS 1 by:
¦ clarifying that the right to defer settlement of a
liability for at least 12 months after the reporting
period;
a) must have substance, and
b) must exist at the end of the reporting period;
¦ stating that managementâs expectations around
whether the settlement of a liability would be
deferred or not, does not impact the classification
of the liability;
¦ including requirements for liabilities that can be
settled using an entityâs own instruments; and
¦ stating that at the reporting date, the entity does
not consider covenants that will need to be complied
with in the future when considering the classification
of the debt as current or non-current
In addition, an entity is required to disclose when a liability
arising from a loan agreement is classified as non-current
and the entity''s right to defer settlement is contingent on
compliance with future covenants within twelve months.
The Company has reviewed the above pronouncement
and based on its evaluation has determined that it does
not have any significant impact in its standalone financial
statements.
Supplier Finance Arrangements - Amendments
to Ind AS 7 and Ind AS 107
MCA via notification dated 13 August 2025 announced
amendments to Ind AS 7, Statement of Cash Flows and
Ind AS 107, Financial Instruments: Disclosures which
introduced disclosure requirements with the objective to
enable users of standalone financial statements to assess
how supplier finance arrangements affect an entity''s
liabilities, cashflows and exposure to liquidity risk.
The Company has reviewed the above pronouncement
and based on its evaluation has determined that it does
not have any significant impact in its standalone financial
statements.
IND AS 12- Income tax relating to International
tax reforms- Pillar Two Model Rules
MCA via notification dated 13 August 2025 announced
amendments to IND AS 12, Income Taxes, which includes:
¦ a temporary exception to the recognition and
disclosure of deferred taxes arising from the
implementation of the Pillar Two model rules; and
¦ additional disclosure requirements targeted at
a reporting entityâs exposure to income taxes in
periods in which the Pillar Two Model legislation is
enacted or substantially enacted but not yet in effect.
The Company has reviewed the above pronouncement
and based on its evaluation has determined that it does
not have any significant impact in its standalone financial
statements.
2.3 Significant management judgement in
applying accounting policies and estimation
uncertainty
When preparing the standalone financial statements,
the Management undertakes a number of judgments,
estimates and assumptions about recognition and
measurement of assets, liabilities, income and expenses.
The actual results are likely to differ from the judgments,
estimates and assumptions made by management, and
will seldom equal the estimated results. Information
about significant judgments, estimates and assumptions
that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses
are discussed below:
(i) Evaluation of indicators for impairment of
non-financial assets
The evaluation of indicators for impairment of non¬
financial assets requires assessment of several
external and internal factors which could result in
impact the recoverable amount of the assets.
(ii) Contingent liabilities
The Company has certain legal proceedings which
are pending in various jurisdictions. Due to the
uncertainty inherent in such matters, it is difficult
to predict the final outcome of such matters. The
cases and claims against the Company often raise
difficult and complex factual and legal issues, which
are subject to many uncertainties, including but
not limited to the facts and circumstances of each
particular case and claim, the jurisdiction and the
differences in applicable law. In the normal course
of business, management consults with legal counsel
and certain other experts on matters related to
litigation and taxes. The Company accrues a liability
when it is determined that an adverse outcome is
probable and the amount of the loss can be reasonably
estimated.
(iii) Provisions
At each balance sheet date, basis the management
judgment, changes in facts and legal aspects, the
Company assesses the requirement of provisions.
However, the actual future outcome may be different
from management''s estimates.
(iv) Recoverability of financial assets
At each balance sheet date, based on historical default
rates and other factors, the Management assesses the
expected credit loss on outstanding financial assets.
(v) Evaluation of indicators for impairment of
goodwill
The evaluation of indicators for impairment of
goodwill requires assessment of several external
and internal factors which could result in impact the
carrying amount of the goodwill.
(vi) Useful lives of depreciable assets
Management reviews its estimate of the useful lives
and residual values of depreciable assets at each
reporting date, based on the expected utility of
the assets. Uncertainties in these estimates relate
to technological obsolescence that may change the
utility of certain software and IT equipment.
(vii) Inventories
Management estimates the net realisable values of
inventories, taking into account the most reliable
evidence available at each reporting date. The future
realisation of these inventories may be affected by
future technology or other market-driven changes
that may reduce future selling prices.
(viii) Fair value measurement
Management uses valuation techniques to
determine the fair value of financial instruments
(where active market quotes are not available)
and non-financial assets. This involves developing
estimates and assumptions consistent with how
market participants would price the instrument.
Management bases its assumptions on observable
data as far as possible but this is not always
available. In that case management uses the best
information available. Estimated fair values may
vary from the actual prices that would be achieved
in an armâs length transaction at the reporting date
(Refer note 48).
(ix) Defined benefit obligation (DBO)
Management''s estimate of the DBO is based on a
number of critical underlying assumptions such as
standard rates of inflation, mortality, discount rate
and anticipation of future salary increases. Variation
in these assumptions may significantly impact the
DBO amount and the annual defined benefit expenses
amount
a. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
b. The credit period given to the customer ranges from 30 to 90 days.
c. Note 48(b) includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected
credit losses.
d. There are no debts due by directors or other officers of the Company or any of them either severally or jointly with any
other person or debts due by firms or private companies respectively in which any director is a partner or a director
or a member.
Note:
(i) The Company does not have any loans which are either credit impaired or where there is significant increase in credit risk.
(ii) Loan from related party is interest bearing at 11% per annum and is due on or before 5 April 2026 and is provided for
operating purpose of the entity.
(iii) There are no loans or advances in the nature of loans granted to Directors, KMPs and their related parties (as defined under
Companies Act, 2013), either severally or jointly with any other person, that are: (a) repayable on demand; or (b) without
specifying any terms or period of repayment.
(iv) Break up of security details
b) Terms, rights, preferences and restrictions attached to equity shares
Equity shares: The Company has only one class of equity shares having a par value of INR 10 per share. Each equity shareholder
is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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.
f) The Company has not issued any bonus shares or bought back any shares in the last 5 years.
g) The Company does not have any Ultimate Holding Company.
h) The company has not issued shares for considerations other than cash.
i) During the year, the Company allotted 28,72,340 equity shares to the Promoter, Tatravagonka A.S., pursuant to the
conversion of an equivalent number of convertible warrants at an issue price of '' 470 per warrant. The said convertible
warrants were originally issued on 29 June 2024.
In respect of the aforesaid Convertible Warrants, an amount equivalent to 25% of the issue price, aggregating to '' 3,375
lakhs (net of refund of excess money), had been received from the bank account of the respective allottee on or before 28
June 2024. During the year, the company received the balance 75% of the issue price, amounting to '' 10,125 lakhs (net of
refund of excess money), from the bank account of the respective allottee on or before 15 December 2025. Consequently,
the convertible warrants were converted into equity shares of the company on 19 December 2025.
Nature and purpose of reserve
i. Capital reserve
Represents excess of net assets taken over by the Company over purchase consideration, as per the Scheme of Amalgamation,
which took place during the earlier year w.e.f., 01 October 2019.
ii. Securities premium
Securities premium is used to record the premium on issue of shares. The reserves is utilised in accordance with the
provision of the act.
iii. Retained earnings
Retained earnings represents the accumulated profits / losses made by the Company over the years.
iv. Money received against share warrants
The Company had issued and allotted warrants, each convertible equivalent number equity share on preferential allotment
basis to the Promoter of the Company, upon receipt of 25% of the issue price. Upon receipt of balance 75% of the issue price
during the year, each warrant has been converted into fully paid-up equity share of '' 10 each of the Company. On conversion
of such warrants into equity shares, the Company transfers the amount there from to securities premium and share capital.
Nature of security:
Cash credit and working capital loan facilities from banks are secured by the following as per terms of arrangement with
respective banks:
Primary security:
First pari -passu charge on the entire current assets of the Company, both present and future.
Collateral security:
First Pari passu charge on entire fixed assets of the Company, both present and future.
Interest rate on cash credit facilities, working capital facility and bill discounting ranges from 6.5% to 9.45% (31 March 2025:
7.75% to 10.50% )
C. Non-current operating assets
All non-current assets (excluding financial assets) of the Company are located in India.
D. Major customers
Revenue from three customers (31 March 2025: one customer) have contributed in more than 10 percent of the total
revenue amounting to INR 1,50,339.53 lakhs (31 March 2025: 1,66,542.71 lakhs). The customer wise revenue break up for
the year ended 31 March 2026 includes Customer A INR 83,440.43 Lakhs, Customer B INR 33,746.95 lakhs and Customer C
INR 33,152.15 lakhs.
B. Leases as lessor
Operating lease
The Company leases out its property, plant and equipment. The Company has classified these lease as operating lease,
because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets.
Rental income recognised by the Company during the year ended 31 March 2026 was INR 96.60 lakhs (31 March 2025: INR
96.60 lakhs)
B. Commitments
a. Capital commitments: Estimated amount of contracts remaining to be executed on capital account excluding GST and
not provided for (net of advances) amounts to INR 1,560.14 lakhs (31 March 2025: INR 1,061.97 lakhs).
b. Other commitments: The Company does not have any long term commitments / contracts including derivative
contracts for which there will be any material foreseeable losses.
c. Lease commitments: Refer note 42 in respect of commitment with regard to leases.
44. Earning per share
Basic and diluted earning/(loss) per share
Basic and diluted earning/(loss) per share is calculated by dividing the profit / (loss) during the year attributable to equity
shareholders of the Company by the weighted number of equity shares outstanding during the year.
B. Defined benefit plans
Gratuity:
The Government of India has consolidated existing labour legislations into four comprehensive labour codes effective
November 21, 2025. Therse codes include Code on Wages 2019, Code on Social Security 2020, Industrial Relation Code 2020,
and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the New Labour Codes). The
Ministry of Labour & Employment published draft Central Rules and FAQ''s to enable assessment of financial impact of these
changes in regulations.
The Company has assessed and evaluated the incremental impact of these changes on employee benefit obligations in
accordance with the revised definition of wages and consistent with FAQ''s and guidance issued by the Institute of Chartered
Accountants of India and Ministry of Labour and Employment and has estimated an increase in gratuity liability and
compensated absences arising out of past service cost on the basis of actuarial valuation.
The Company continues to monitor the finalization of Central / State Rules and clarifications from the Government on other
aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
C. Risk exposure
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed
to various risks as follows:
(i) Interest risk
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate
which is determined by reference to market yields at the end of the reporting period on government bonds.
(ii) Longitivity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and after their employment. An increase in the life expectancy of the plan participants
will increase the plan''s liability.
(iii) Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan''s liability.
D. Other long term benefits:
Compensated absences recognised in profit or loss during the year, under employee benefits expense in note 36 is INR 80.06
lakhs (31 March 2025: INR 81.85 lakhs).
46. Related party disclosures:
Names of related parties and description of relationship with the Company (where transactions have taken place during the
year, except for control relationships where parties are disclosed irrespective of transactions).
Note
(a) All the transactions have been entered on arm''s length basis.
(b) Terms and conditions:
(i) The loans to related party are short-term in nature and is repayable on demand at interest rates of 11% per annum.
(ii) Goods sold and purchased from related parties during the year based on market rate and terms that would be
available to third parties.
(iii) All other transactions were made on normal commercial terms and conditions and at market rates.
(iv) All outstanding balances are unsecured and repayable in cash."
(c) There is no allowance for receivables in relation to any outstanding balances, and no loss allowance has been recognised
during the year in respect of receivables due from related parties.
(i) 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.
48. Financial instruments - Fair values and risk management (contd.)
(ii) Non-current loans, non-current financial assets and non-current financial liabilities are evaluated by the Company based
on parameters such as interest rates, individual creditworthiness of the counterparty/borrower and other market risk
factor. These are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs
including counter party credit risk.
(iii) The carrying amounts of loans (non-current and current), trade receivables, trade payables, cash and cash equivalents,
bank balances other than cash and cash equivalents and other financial assets (current and non-current) and liabilities,
approximates the fair values, due to their short-term nature.
(iv) Investments in mutual funds are mandatorily classified as fair value through profit and loss. Other investment has
been made during the year and there is no material change in fair value as compared to investment made. Investment
in equity instruments of joint ventures and subsidiary are measured at cost as per Ind AS 27, ''Separate financial
statements'' and hence, not presented here.
(v) There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2026 and 31 March
2025.
b) Financial risk management
The Companyâs principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and
other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Company is exposed to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk;
- Market risk - Foreign exchange
- Market risk - Interest rate
- Market risk - Price risk
Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk
management framework. The board of directors have authorised senior management to establish the processes, who ensures
that executive management controls risks through the mechanism of properly defined framework.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed
regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and
management standards and procedures, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and obligations.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit
ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are
unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the
economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing
credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the
normal course of business.
(ii) Liquidity risk
Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash
equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and
illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is
to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment
obligations.
The Company''s finance department is responsible for liquidity and funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs net
liquidity position through rolling forecasts on the basis of expected cash flows.
a. Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
(iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises two types of risk: foreign currency risk, interest rate risk and price risk. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
b. Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates,
which expose the Company to cash flow interest rate risk.
Exposure to interest rate risk
The Companyâs interest rate risk arises majorly from the term loans from banks/ financial institutions carrying floating
rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company''s
borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:
c. Price risk
The Company does not have any financial instrument which exposes it to price risk.
49. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all
other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital
management is to maximise the shareholder value.The Company manages its capital structure and makes adjustments in
light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital
structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirement.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2026.
Loan covenants
In case of variable rate borrowing facility availed by the Company, there are various financial covenants, i.e. the externally
imposed capital requirements, which are standard in nature; mainly relating to leverage, debt service coverage ratio and
asset coverage ratio specified in the loan agreements. These covenants are monitored by the Company on a regular basis.
Note:
(a) There was a economic slowdown in the country, the Government disbursement on capex was impacted resulting in the
variation of debtors collection and creditors payment.
(b) There has been increase in equity during the current year, resulting in variation in ratio.
(c) Since the change in ratio is less than 25%, no explanation is required to be disclosed.
54. As at 31 March 2026, the register of charges of the Company are available in records of the Ministry of Corporate Affairs
(MCA). Out of these charges registered, there are few charges which involves practical challenges in obtaining no objection
certificates (NOC) from the charge holders, despite of repayment of the underlined loans. The Company will file the e-form
with MCA towards satisfaction of such charges, within the time lines, as and when it receives NOC from the respective charge
holders.
55. Other Additional Regulatory Information
(a) The Company does not have any Benami property, where any proceeding have been initiated or pending against the
Company for holding any Benami property.
(b) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(c) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(d) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(e) 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 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961.
(f) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(g) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(h) The title deeds of all the immovable propeties including freehold land and buildings are held in the name of the Company.
(i) There has been no revaluation of property, plant and equipment, Right-of-Use Assets and Intangible assets during the
current and previous year
(j) During the year ended 31 March 2026 (31 March 2025: None) no scheme of arrangement has been approved by the
Competent Authority in terms of Section 230 to 237 of the Companies Act, 2013.
56. The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies,
which uses accounting software for maintaining its books of account, shall use only such accounting software which has
a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of
account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used accounting software for maintaining its books of account which has a feature of audit trail (edit log)
facility and the same was enabled at the application level.However, the Company has not enabled the feature of recording
audit trail (edit log) at the database level for the said accounting software to log any direct data changes. Furthermore, the
audit trail has been preserved by the Company as per the statutory requirements for record retention, where such feature
were enabled.
57. The Government of India (GoI) has consolidated existing labour legislations into four comprehensive labour codes effective
21 November 2025. These codes include Code on Wages 2019, Code on Social Security 2020. Industrial Relation Code 2020,
and Occupational Safety, Health and Working Condition Code 2020 (collectively referred to as the "New Labour Codes").
However, the final rules under these codes are yet to be notified. Pending notification, the Company has evaluated the
incremental impact of these changes in accordance with the guidance issued by the Institute of Chartered Accountants of
India and has estimated and recognised the additional gratuity liability basis the actuarial valuation. The Company continues
to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour
Code and would provide appropriate accounting effect on the basis of such developments as needed.
58. No adjusting or significant non-adjusting events have occurred between the 31 March 2026 and the date of authorisation.
59. Previous year figures have been re-grouped/ re-classified wherever necessary, to conform to current year''s classification.
The impact of such reclassification/ regrouping is not material to the financial statements.
p. Provisions, contingent liabilities and contingent
assets
Provisions are recognised when present obligations as
a result of a past event will probably lead to an outflow
of economic resources and amounts can be estimated
reliably. Timing or amount of the outflow may still be
uncertain. A present obligation arises when there is a
presence of a legal or constructive commitment that has
resulted from past events, for example, legal disputes
or onerous contracts. Provisions are not recognised for
future operating losses.
Provisions are measured at the estimated expenditure
required to settle the present obligation, based on the
most reliable evidence available at the reporting date,
including the risks and uncertainties associated with the
present obligation. Provisions are discounted to their
present values, where the time value of money is material.
All provisions are reviewed at each reporting date and
adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources
as a result of present obligations is considered improbable
or remote, no liability is recognised. Contingent liability
is disclosed for:
¦ Possible obligations which will be confirmed only
by future events not wholly within the control of the
Company or
¦ Present obligations arising from past events where
it is not probable that an outflow of resources will
be required to settle the obligation or a reliable
estimate of the amount of the obligation cannot be
made.
Contingent assets are not recognised.
q. Employee benefits
Expenses and liabilities in respect of employee benefits
are recorded in accordance with Indian Accounting
Standard 19- Employee Benefits.
Defined benefit plans
Long-term employee benefits
Gratuity: The Company has computed its liability
towards future payments of gratuity to employees, on
actuarial valuation basis which is determined based on
project unit credit method and the charge for current
year is debited to the Statement of Profit and Loss.
Actuarial gains and losses arising on the measurement
of defined benefit obligation is charged/ credited to other
comprehensive income.
Compensated absences: Liability for compensated
absences that are not short term, are determined on
actuarial valuation basis which is determined based on
project unit credit method and the charge for current year
is debited to the Statement of Profit and Loss. Actuarial
gains and losses arising on the measurement of defined
benefit obligation is charged/ credited to profit or loss.
Short-term employee benefits
Expense in respect of other short-term benefits is
recognised on the basis of the amount paid or payable
for the period during which services are rendered by the
employee.
r. Earnings per share
Basic earnings per share is calculated by dividing the
net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes) by the
weighted average number of equity shares outstanding
during the period. The weighted average number of
equity shares outstanding during the period is adjusted
for events including a bonus issue.
For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares
outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
s. Segment reporting
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief
operating decision maker. In accordance with Ind AS 108
- Operating Segments, the operating segments used to
present segment information are identified on the basis
of internal reports used by the Company''s Management
to allocate resources to the segments and assess their
performance.
t. Dividend Payout
Dividend distributions payable to equity shareholders
are debited directly to equity, net of any related income
tax benefit. It is included in other liabilities when the
dividends have been approved in a general meeting but
not distributed prior to the reporting date.
u. Contract assets/liabilities
Contract assets are recognised when there is excess
of revenue earned over billings on contracts. Contract
assets are classified as unbilled receivables (only act of
invoicing is pending) when there is unconditional right
to receive cash, and only passage of time is required, as
per contractual terms. Contract liabilities (Unearned or
deferred revenue is recognised when there is billings in
excess of revenues). Contracts are subject to modification
to account for changes in contract specification and
requirements. The Company reviews modification to
contract in conjunction with the original contract, basis
which the transaction price could be allocated to a
new performance obligation, or transaction price of an
existing obligation could undergo a change. In the event
transaction price is revised for existing obligation, a
cumulative adjustment is accounted for.
v. Interest income
Interest income is recognised on time proportion basis
taking into account the amount outstanding and rate
applicable. For all financial assets measured at amortised
cost, interest income is recorded using the effective
interest rate (EIR) i.e. the rate that exactly discounts
estimated future cash receipts through the expected
life of the financial asset to the net carrying amount of
the financial assets. The future cash flows include all
other transaction costs paid or received, premiums or
discounts if any, etc.
2.1 Recent accounting pronouncement
Recent accounting pronouncement issued but
not made effective
There are no standards that are issued but not yet
effective as on 31 March 2025.
Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time.
Amendments to Ind AS 116 - Lease liability in a sale
and leaseback
The amendments require an entity to recognise lease
liability including variable lease payments which are not
linked to index or a rate in a way it does not result into
gain on Right of Use asset it retains.
Introduction of Ind AS 117
MCA notified Ind AS 117, a comprehensive standard that
prescribe, recognition, measurement and disclosure
requirements, to avoid diversities in practice for
accounting insurance contracts and it applies to all
companies i.e., to all "insurance contracts" regardless of
the issuer. However, Ind AS 117 is not applicable to the
entities which are insurance companies registered with
IRDAI.
The Company has reviewed the new pronouncements
and based on its evaluation has determined that these
amendments do not have a significant impact on the
Financial Statements.
2.2 Significant accounting judgments, estimates
and assumptions
When preparing the financial statements, the
Management undertakes a number of judgments,
estimates and assumptions about recognition and
measurement of assets, liabilities, income and expenses.
The actual results are likely to differ from the judgments,
estimates and assumptions made by management, and
will seldom equal the estimated results. Information
about significant judgments, estimates and assumptions
that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses
are discussed below:
(i) Evaluation of indicators for impairment of
non-financial assets
The evaluation of indicators for impairment of non¬
financial assets requires assessment of several
external and internal factors which could result in
impact the recoverable amount of the assets.
(ii) Contingent liabilities
The Company has certain legal proceedings which
are pending in various jurisdictions. Due to the
uncertainty inherent in such matters, it is difficult
to predict the final outcome of such matters. The
cases and claims against the Company often raise
difficult and complex factual and legal issues,
which are subject to many uncertainties, including
but not limited to the facts and circumstances of
each particular case and claim, the jurisdiction
and the differences in applicable law. In the normal
course of business, management consults with
legal counsel and certain other experts on matters
related to litigation and taxes. The Company accrues
a liability when it is determined that an adverse
outcome is probable and the amount of the loss can
be reasonably estimated.
(iii) Recoverability of financial assets
At each balance sheet date, based on historical
default rates and other factors, the Management
assesses the expected credit loss on outstanding
financial assets.
(iv) Evaluation of indicators for impairment of
Goodwill
The evaluation of indicators for impairment of
Goodwill requires assessment of several external
and internal factors which could result in impact the
carrying amount of the Goodwill.
(v) Inventories
Management estimates the net realisable values of
inventories, taking into account the most reliable
evidence available at each reporting date. The future
realisation of these inventories may be affected by
future technology or other market-driven changes
that may reduce future selling prices.
(vi) Defined benefit obligation (DBO)
Management''s estimate of the DBO is based on a
number of critical underlying assumptions such
as standard rates of inflation, mortality, discount
rate and anticipation of future salary increases.
Variation in these assumptions may significantly
impact the DBO amount and the annual defined
benefit expenses amount
6. Goodwill (contd.)
Note: Goodwill was recognised in financial year 2016-17 post acquisition of Jupiter Alloys & Steel India Limited amounting to
'' 5,104.00 lakhs. It was amortised upto financial year 2019-20 under earlier accounting standards. Post transitioning of the
Company into Indian Accounting Standard, the Company has not amortised Goodwill as per the requirement of Ind AS 38. Carrying
amount of the goodwill has been allocated to the entire Company in the absence of any separate cash generating units (CGUs).
The recoverable amount of the CGUs is determined based on value-in-use calculations.
The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the CGU is
determined based on value-in-use calculations by discounting the future cash flows to be generated from the continuing use of
the CGU. The calculations use cash flow projections based on financial budgets approved by management covering a three year
period. The recoverable amount of the CGU was determined to be higher than its carrying amount and hence no impairment loss
was recognised during the year.
Nature and purpose of reserve
i. Capital reserve
Represents excess of net assets taken over by the Company over purchase consideration, as per the Scheme of Amalgamation,
which took place during the earlier year w.e.f., 01 October 2019.
ii. Securities premium
Securities premium is used to record the premium on issue of shares. The reserves is utilized in accordance with the
provision of the act.
iii. Retained earnings
Retained earnings represents the accumulated profits / losses made by the Company over the years.
iv. Share Warrant
On 29 June 2024, the Company has approved the issuance of upto 2,872,340 Convertible Warrants at a price of '' 470/- (Rupees
Four Hundred and Seventy Only) per Warrant (including Premium of ''460/-) at an aggregate consideration not exceeding
''1,35,00,00,000/-(Rupees One Hundred Thirty Five Crores Only),in cash, to Promoter, Tatravagonka A.S.
Terms of allotment of convertible warrants ("Warrants")
On Allotment of Warrants: 25% of the total consideration towards respective Warrants are paid prior to the allotment and
the balance shall be payable on or before conversion of the Warrants into Equity Shares.
Conversion Ratio and Timeline: Each Warrant is convertible into one (01) Equity Share and the conversion can be exercised
at any time within a period of 18 months from the date of allotment, in one or more tranches, as the case may be and on such
other terms and conditions as applicable.
40. Segment reporting (contd.)
C. Non-current operating assets
All non-current assets (excluding Financial Assets) of the Company are located in India.
D. Major customers
Revenue from one customer (31 March 2024: three customers) have contributed in more than 10 percent of the total revenue
amounting to '' 166,542.71 lakhs
(31 March 2024: 189,851.55 lakhs). The customer wise revenue break up for the year ended 31 March 2024 includes Customer
A '' 74,739.71 Lakhs, Customer B '' 62,718.56 Lakhs and Customer C '' 52,393.28 Lakhs.
The above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately
concluded will not, in the opinion of the management that it is possible, but not probable, that the action will succeed and
accordingly no provision for any liability has been made in the financial statements. In respect of above contingent liabilities,
it is not practicable for the Company to estimate the timings of cash outflows, if any, pending resolution of the respective
proceedings.
B. Commitments
a. Capital commitments: Estimated amount of contracts remaining to be executed on capital account excluding GST and
not provided for (net of advances) amounts to '' 1,061.97 lakhs (31 March 2024: '' 4,809.11 lakhs).
b. Other commitments: The Company does not have any long term commitments / contracts including derivative
contracts for which there will be any material foreseeable losses.
c. Lease commitments: Refer note 41 in respect of commitment with regard to leases.
43. Earning per share
Basic and diluted earning per share
Basic and diluted earning/(loss) per share is calculated by dividing the profit / (loss) during the year attributable to equity
shareholders of the Company by the weighted number of equity shares outstanding during the year.
C. Risk exposure
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed
to various risks as follows:
(i) Interest risk
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate
which is determined by reference to market yields at the end of the reporting period on government bonds.
(ii) Longitivity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and after their employment. An increase in the life expectancy of the plan participants
will increase the plan''s liability.
(iii) Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan''s liability.
D. Other long term benefits:
Compensated absences recognised in the Statement of profit and loss for the current year, under the employee cost in Note
35, is '' 81.85 lakhs (31 March 2024: '' 78.11 lakhs).
47. Financial instruments - Fair values and risk management (contd.)
(ii) Non-current loans, non-current financial assets and non-current financial liabilities are evaluated by the Company based
on parameters such as interest rates, individual creditworthiness of the counterparty/borrower and other market risk
factor. These are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs
including counter party credit risk.
(iii) The carrying amounts of current loans, trade receivables, trade payables, cash and cash equivalents, bank balances
other than cash and cash equivalents and other financial assets (current) and liabilities, approximates the fair values.
(iv) Investments in mutual funds are mandatorily classified as fair value through profit and loss. Other investment has
been made during the year and there is no material change in fair value as compared to investment made. Investment
in equity instruments of joint ventures and subsidiary are measured at cost as per Ind AS 27, ''Separate financial
statements'' and hence, not presented here.
(v) There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2025 and 31 March
2024.
b) Financial risk management
The Companyâs principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade
and other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Company is exposed to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk;
- Market risk - Foreign exchange
- Market risk - Interest rate
- Market risk - Price risk
Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk
management framework. The board of directors have authorised senior management to establish the processes, who ensures
that executive management controls risks through the mechanism of properly defined framework.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed
regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and
management standards and procedures, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and obligations.
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance
Sheet:
(ii) Liquidity risk
Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash
equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and
illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is
to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment
obligations.
The Company''s finance department is responsible for liquidity and funding as well as settlement management. In addition,
processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs net
liquidity position through rolling forecasts on the basis of expected cash flows.
48. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all
other equity reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital
management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirement.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2025.
(a) Variation is owing to the fact that submission to the banks were made before financial reporting closure process.
(b) The trade receivable balances in information disclosed to banks do not include balances which are overdue for a period
of more than 90 days and also the balances which has been discounted with the banks by the Company.
53. As at 31 March 2025, the register of charges of the Company are available in records of the Ministry of Corporate Affairs
(MCA). Out of these charges registered, there are few charges which involves practical challenges in obtaining no objection
certificates (NOC) from the charge holders, despite of repayment of the underlined loans. The Company will file the e-form
with MCA towards satisfaction of such charges, within the time lines, as and when it receives NOC from the respective
charge holders.
54. Other Statutory Information
a. The Company does not have any Benami property not has any proceeding has been initiated or pending against the
Company for holding any Benami property.
b. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
c. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
d. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
e. 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 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961.
f. The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
g. The Company has complied with the number of layers prescribed under the Companies Act, 2013.
h. The title deeds of all the immovable properties including Freehold land and buildings are held in the name of the
Company.
i. There has been no revaluation of property, plant and equipment, Right-of-Use Assets and Intangible assets during the
current and previous year
j. During the year ended 31 March 2025 (31 March 2024: None) no scheme of arrangement has been approved by the
Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
55. The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies,
which use accounting software for maintaining its books of account, shall only use such accounting software which has
a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of
account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The new
requirement is applicable with effect from the financial year beginning on 1 April 2023.
The company was maintaining its accounting records in SAP Hana up to 17th November 2024 and then migrated to SAP Rise
PCE with effect from 18th November 2024.The audit trail (edit log) feature for any direct changes made at the database level
was not available for SAP Hana ERP as it was decommissioned. In the case of SAP Rise PCE there was an absence of any
information on the existence of audit trail (edit logs) for any direct changes made at the database level in the ''Independent
Service Auditor''s Assurance Report on the Description of Controls, their Design and Operating Effectivenessâ (''Type 2 report''
issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organization).
However, the audit trail (edit log) at the application level (entered from the frontend by users) for the accounting software
were operating for all relevant transactions recorded in the software. The audit trail has been preserved by the Company
as per the statutory requirements for record retention where such features were enabled.
56. Post reporting date events
No adjusting or significant non-adjusting events have occurred between the 31 March 2025 and the date of authorisation.
57. Previous year figures have been re-grouped / re-classified wherever necessary, to conform to current year''s classification.
The impact of such reclassification/regrouping is not material to the financial statements.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Jupiter Wagons Limited
Firm''s Registration No.: 001076N/N500013
Nikhil Vaid Vivek Lohia Abhishek Jaiswal
Partner Managing Director Whole Time Director & CEO
Membership No.: 213356 DIN: 00574035 DIN: 07936627
Place: Kolkata Place: Jabalpur
Place: Hyderabad Date: 19 May 2025 Date: 19 May 2025
Date: 19 May 2025
Sanjiv Keshri Ritesh Kumar Singh
Chief Financial Officer Company Secretary
Membership No.:F9722
Place: Kolkata Place: Kolkata
Date: 19 May 2025 Date: 19 May 2025
p. Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises when there is a presence of a legal or constructive commitment that has
resulted from past events, for example, legal disputes or onerous contracts. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Provisions are discounted to their present values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
In those cases where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised. Contingent liability is disclosed for:
¦ Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
¦ Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
Contingent assets are not recognised.
q. Employee benefits
Expenses and liabilities in respect of employee benefits are recorded in accordance with Indian Accounting Standard 19- Employee Benefits.
Defined benefit plans Long-term employee benefits
Gratuity: The Company has computed its liability towards future payments of gratuity to employees, on actuarial valuation basis which is determined based on project unit credit method and the charge for current year is debited to the Statement of Profit and Loss. Actuarial gains and losses arising on the measurement of defined benefit obligation is charged/ credited to other comprehensive income.
Compensated absences: Liability for compensated absences that are not short term, are determined on actuarial valuation basis which is determined based on project unit credit method and the charge for current year is debited to the Statement of Profit and Loss. Actuarial gains and losses arising on the measurement of defined benefit obligation is charged/ credited to profit or loss.
Short-term employee benefits
Expense in respect of other short-term benefits is recognised on the basis of the amount paid or payable
for the period during which services are rendered by the employee.
r. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
s. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. In accordance with Ind AS 108 - Operating Segments, the operating segments used to present segment information are identified on the basis of internal reports used by the Company''s Management to allocate resources to the segments and assess their performance.
2.1 Other accounting policy information
a) Contract assets (Unbilled revenue)
Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Contract liabilities (Unearned or deferred revenue is recognised when there is billings in excess of revenues). Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.
b) Sale of scrap
Revenue from sale of scrap is accounted for as and when sold.
c) Interest income
Interest income is recognised on time proportion basis taking into account the amount outstanding and rate applicable. For all financial assets measured
at amortised cost, interest income is recorded using the effective interest rate (EIR) i.e. the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial assets. The future cash flows include all other transaction costs paid or received, premiums or discounts if any, etc.
2.2 Recent accounting pronouncement
Recent accounting pronouncement issued but not made effective
There are no standards that are issued but not yet effective as on 31 March 2024.
Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
2.3 Significant accounting judgments, estimates and assumptions
When preparing the financial statements, the Management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results are likely to differ from the judgments, estimates and assumptions made by management, and will seldom equal the estimated results. Information about significant judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below:
(i) Evaluation of indicators for impairment of nonfinancial assets
The evaluation of indicators for impairment of nonfinancial assets requires assessment of several external and internal factors which could result in impact the recoverable amount of the assets.
(ii) Contingent liabilities
The Company has certain legal proceedings which are pending in various jurisdictions. Due to the uncertainty inherent in such matters, it is difficult to predict the final outcome of such matters. The cases and claims against the Company often raise difficult and complex factual and legal issues, which are subject to many uncertainties, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law. In the normal course of business, management consults with legal counsel and certain other experts on matters related to litigation and taxes. The Company accrues a liability when it is determined that an adverse outcome is probable and the amount ofthe loss can be reasonably estimated.
(iii) Provisions
At each balance sheet date, basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions. However, the actual future outcome may be different from management''s estimates.
(iv) Recoverability of financial assets
At each balance sheet date, based on historical default rates and other factors, the Management assesses the expected credit loss on outstanding financial assets.
(v) Evaluation of indicators for impairment of Goodwill
The evaluation of indicators for impairment of Goodwill requires assessment of several external and internal factors which could result in impact the carrying amount of the Goodwill.
8. Investments (contd)
The current day to day affairs of SIL were being managed by the Monitoring Committee, headed by the Resolution Professional. The Monitoring Committee after completion of pending activities was dissolved on 9th February 2024 and accordingly Jupiter Wagons Limited took control over SIL and it became wholly owned subsidiary of Jupiter Wagons Limited. The acquisition has been accounted for at cost in the Standalone Financial Statements. The Company has invested '' 4,000 lakhs in 40,000,000 equity shares at par value of 10 per share in SIL.
(vi) On 20 March 2024, the Holding Company acquired 94.25% shares ofBonatrans India Private Limited (BIPL) for a consideration of '' 27,107 lakhs. BIPL is engaged in the business of manufacturing railway wheels, axles and assembly of wheelsets and has manufacturing plant in Aurangabad, India. The control of BIPL has been transferred to the Holding Company on execution of share purchase agreement in the current year on 20 March 2024 and the acquisition has been accounted as per Ind AS 103.
40. Segment reporting
A. Basis for segmentation
The Company is mainly engaged in the business of metal fabrication comprising load bodies for commercial vehicles and rail freight wagons and manufacturing of railway transportation equipments. These, in the context of Ind - AS 108 is considered as one single reportable segment. Accordingly, disclosures under Ind AS 108, Operating Segments are not required to be made.
B. Geographical information
The Company is domiciled in India. The amount of its revenue from external customers broken down by location of the customers is shown below:-
B. Commitments
a. Capital commitments: Estimated amount of contracts remaining to be executed on capital account excluding GST and not provided for (net of advances) amounts to '' 4,809.11 lakhs (31 March 2023: '' 1568.62 lakhs).
b. Other commitments: The Company does not have any long term commitments / contracts including derivative contracts for which there will be any material foreseeable losses.
c. Lease commitments: Refer note 41 in respect of commitment with regard to leases.
43 Earning per share
Basic and diluted earning/(loss) per share
Basic and diluted earning/(loss) per share is calculated by dividing the profit / (loss) during the year attributable to equity shareholders of the Company by the weighted number of equity shares outstanding during the year.
44. Employee benefits (contd)
B. Defined benefit plans
Gratuity:
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
The employees'' gratuity fund scheme administered by the Company employees gratuity fund trust through fund manager namely Life Insurance Corporation (LIC) of India, is a defined benefit plan. The present value of obligation is determined on actuarial valuation using projected unit credit method to arrive at the final obligation.
C. Risk exposure
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as follows:
(i) Interest risk
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
(ii) Longitivity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
(iii) Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.
D. Other long term benefits:
Compensated absences recognised in the Statement of profit and loss for the current year, under the employee cost in Note 35, is '' 78.11 lakhs (31 March 2023: '' (24.02) lakhs).
(i) 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.
(ii) Non-current loans, non-current financial assets and non-current financial liabilities are evaluated by the Company based on parameters such as interest rates, individual creditworthiness of the counterparty/borrower and other market risk factor. These are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counter party credit risk.
(iii) The carrying amounts of current loans, trade receivables, trade payables, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets (current) and liabilities, approximates the fair values.
(iv) Investments in mutual funds are mandatorily classified as fair value through profit and loss. Other investment has been made during the year and there is no material change in fair value as compared to investment made. Investment in equity instruments of joint ventures and subsidiary are measured at cost as per Ind AS 27, ''Separate financial statements'' and hence, not presented here.
(v) There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2024 and 31 March 2023.
47. Financial instruments - Fair values and risk management (contd) b) Financial risk management
The Company''s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Company''s principal financial assets include loans, trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Company is exposed to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk;
- Market risk - Foreign exchange
- Market risk - Interest rate
- Market risk - Price risk Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors have authorised senior management to establish the processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet:
(ii) Liquidity risk
Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment obligations.
The Company''s finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs net liquidity position through rolling forecasts on the basis of expected cash flows.
(iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: foreign currency risk, interest rate risk and price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
b. Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
48. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirement.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2024.
54. Other Statutory Information
a. The Company does not have any Benami property not has any proceeding has been initiated or pending against the Company for holding any Benami property.
b. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
c. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
d. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
e. 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
f. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
g. The Company has complied with the number of layers prescribed under the Companies Act, 2013.
h. The title deeds of all the immovable properties including Freehold land and buildings are held in the name of the Company.
i. There has been no revaluation of property, plant and equipment, Right-of-Use Assets and Intangible assets during the current and previous year
55. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall only use such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The new requirement is applicable with effect from the financial year beginning on 1 April 2023.
The Company uses SAP as the primary accounting software. During the current financial year, the audit trail (edit log) feature for any direct changes made at the database level was not enabled for the accounting software SAP used for maintenance of all the accounting records by the Company. However, the audit trail (edit log) at the application level (entered from the frontend by users) for the accounting software were operating for all relevant transactions recorded in the software.
57. Previous year figures have been re-grouped / re-classified wherever necessary, to conform to current year''s classification. The impact of such reclassification/regrouping is not material to the financial statements.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Jupiter Wagons Limited
Firm''s Registration No.: 001076N/N500013 (Formerly Commercial Engineers & Body Builders Co Limited)
Puneet Agarwal Vivek Lohia Abhishek Jaiswal
Partner Managing Director Whole Time Director
Membership No.: 064824 DIN: 00574035 DIN: 07936627
Place: Kolkata Place: Kolkata Place: Jabalpur
Date: 07 May 2024 Date: 07 May 2024 Date: 07 May 2024
Sanjiv Keshri Ritesh Kumar Singh
Chief Financial Officer Company Secretary
Membership No.:F9722
Place: Kolkata Place: Kolkata
Date: 07 May 2024 Date: 07 May 2024
Terms, rights, preferences and restrictions attached to shares
Equity Shares: The Company has only one class of equity shares having a par value of '' 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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.
i. Capital reserve
Represents excess of net assets taken over by the Company over purchase consideration, as per the Scheme of Amalgamation, which took place during the earlier year w.e.f., 01 October 2019. .
Retained earnings represents the accumulated profits / losses made by the Company over the years.
Cash credit and working capital loan facilities from banks are secured by the following as per terms of arrangement with respective banks:
First pari-passu charge on the entire current assets of the company, both present and future.
First Pari-passu charge on entire fixed assets of the company, both present and future.
(ii) Interest rate on cash credit facilities, working capital facility and bill discounting ranges from 6.75% to 10.80% (31 March 2022: 6.25% to 12.70%)
A. Basis for segmentation
The Company is mainly engaged in the business of metal fabrication comprising load bodies for commercial vehicles and rail freight wagons and manufacturing of railway transportation equipments. These, in the context of Ind - AS 108 is considered as one single reportable segment. Accordingly, disclosures under Ind AS 108, Operating Segments are not required to be made.
C. Non-current operating assets
All non-current assets (excluding Financial Assets) of the Company are located in India.
Revenue from three customers (31 March 2022: two customers) have contributed in more than 10 percent of the total revenue amounting to '' 1,48,038.67 lakhs (31 March 2022: 78,546.03 lakhs).
|
41. CONTINGENT LIABILITIES AND COMMITMENTS A. Contingent liabilities |
||
|
Particulars |
As at 31 March 2023 |
As at 31 March 2022 |
|
Income tax matters |
682.31 |
682.31 |
|
Excise duty and service tax matters |
2,491.30 |
2,491.30 |
|
Sales tax and entry tax matters |
1,456.51 |
1,584.27 |
|
Total |
4,630.12 |
4,757.88 |
The above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded will not, in the opinion of the management, have a material effect on the results of the operations or financial position.
a. Capital commitments: Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) amounts to '' 1,568.62 lakhs (31 March 2022: '' 264.01 lakhs).
b. Other commitments: The Company does not have any long term commitments / contracts including derivative contracts for which there will be any material foreseeable losses.
c. Lease commitments: Refer note 40 in respect of commitment with regard to leases.
B. Defined benefit plans Gratuity:
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
The employees'' gratuity fund scheme administered by the Company employees gratuity fund trust through fund manager namely Life Insurance Corporation (LIC) of India, is a defined benefit plan. The present value of obligation is determined on actuarial valuation using projected unit credit method to arrive at the final obligation.
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed to various risks as follows:
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
(ii) Longitivity risk
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
(iii) Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan''s liability.
The Company makes annual contribution to Life Insurance Corporation (LIC). As LIC does not disclose the composition of its portfolio investments, break-down of plan investments by investment type is not available to disclose.
D. Other long term benefits:
Compensated absences recognised in the Statement of profit and loss for the current year, under the employee cost in Note 34, is '' (24.02 lakhs) (31 March 2022: '' 59.50 lakhs).
44. RELATED PARTY DISCLOSURES:
Names of related parties and description of relationship with the Company (where transactions have taken place during the year, except for control relationships where parties are disclosed irrespective of transactions)
(i) 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.
(ii) The Company''s borrowings have been contracted at floating rates of interest, which resets at short intervals. Accordingly, the carrying value of such borrowings (including interest accrued but not due) approximates fair value.
(iii) The carrying amounts of loans, trade receivables, trade payables, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets and liabilities, approximates the fair values, due to their short-term nature.
(iv) Investments in mutual funds are mandatorily classified as fair value through profit and loss. Other investment has been made during the year and there is no material change in fair value as compared to investment made. Investment in equity instruments of joint ventures and subsidiary are measured at cost as per Ind AS 27, ''Separate financial statements'' and hence, not presented here.
(v) There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2023 and 31 March 2022.
The Companyâs principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Company is exposed to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk;
- Market risk - Foreign exchange
- Market risk - Interest rate
- Market risk - Price risk
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors have authorised senior management to establish the processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet:
|
Particulars |
As at 31 March 2023 |
As at 31 March 2022 |
|
Trade receivables |
21,327.06 |
7,097.41 |
|
Loans |
410.80 |
102.16 |
|
Other financial assets |
8,261.68 |
3,506.13 |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.
Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment obligations.
The Companyâs finance department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs net liquidity position through rolling forecasts on the basis of expected cash flows.
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: foreign currency risk, interest rate risk and price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
b. Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company.The primary objective of the Company''s capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
In case of variable rate borrowing facility availed by the Company, there are various financial covenants, i.e. the externally imposed capital requirements, which are standard in nature; mainly relating to leverage, debt service coverage ratio and asset coverage ratio specified in the loan agreements. These covenants are monitored by the Company on a regular basis.
(a) Variation is owing to the fact that submission to the banks were made before financial reporting closure process.
(b) Amount in information disclosed to banks for advance to suppliers has been taken only for West Bengal unit.
(c) The trade receivable balances in information disclosed to banks do not include balances which are overdue for a period of more than 90 days and also the balances which has been discounted with the banks by the Company.
51. As at 31 March 2023, the register of charges of the Company are available in records of the Ministry of Corporate Affairs (MCA). Out of these charges registered, there are few charges which involves practical challenges in obtaining no objection certificates (NOC) from the charge holders, despite of repayment of the underlined loans. The Company will file the e-form with MCA towards satisfaction of such charges, within the time lines, as and when it receives NOC from the respective charge holders.
55. OTHER STATUTORY INFORMATION
a. The Company does not have any Benami property not has any proceeding has been initiated or pending against the Company for holding any Benami property.
b. The Company does not have any transactions with struck off companies.
c. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
d. The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
e. The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
g. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
h. The Company has complied with the number of layers prescribed under the Companies Act, 2013.
i. All the title deeds for the Freehold land and Freehold buildings are in the name of the Company.
j. There has been no revaluation of property, plant and equipment, Right-of-Use Assets and Intangible assets during the current and previous year
53. On 15 May 2023, the Company has approved the issue and allotment of 12,039,611 fully paid-up equity shares of the Company to eligible Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 at an issue price of '' 103.75 per share (including securities premium of '' 93.75 per share) for a consideration of '' 12,491.10 lakhs.
54. The Board of Directors have recommended equity dividend of ''.0.50 per share of face value ''.10/- each for the financial year 2022-23, at their meeting dated 25 May 2023, subject to necessary approval by the members in their ensuing annual general meeting.
56. Previous year figures have been re-grouped / re-classified wherever necessary, to conform to current year''s classification. The impact of such reclassification/regrouping is not material to the financial statements.
1.1 Corporate Information
Commercial Engineers and Body Builders Co Ltd. (the "Company") is a Company domiciled in India, with its registered office stated at 84/105A, G T Road, Kanpur Mahanagar, Uttar Pradesh (CIN: L24231UP1979PLC004837). The Company has been incorporated under the provisions of Indian Companies Act and its equity shares are listed on the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company is primarily involved in manufacturing of tippers, local bodies, wagons and components with manufacturing facilities at Jabalpur, Indore and Jamshedpur.
1.2 Basis of preparation
a) Statement of Compliance
These financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended notified under section 133 of Companies Act, 2013, (the ''Act'') and other relevant provisions of the Act.
The Company''s financial statements up to and for the year ended 31 March, 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act.
As these are the Company''s first financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 46.
The financial statements were authorised for issue by the Company''s Board of Directors on 25 May 2018.
Details of the Company''s accounting policies are included in Note 2.
b) Functional and presentation currency
The management has determined the currency of the primary economic environment in which the Company operates i.e., functional currency, to be Indian Rupees (INR). The financial statements are presented in INR which is Company''s functional and presentational currency.
c) Basis of measurement
The financial statements have been prepared on the historical cost basis except for the following items:
Items Measurement basis
Certain financial assets and liabilities Fair value
Net defined benefit (asset)/ liability Fair value of plan assets less present
value of defined benefit obligations
d) Use of estimates and judgements
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes:
- Note 2(m) - leases: whether an arrangement contains a lease
- Note 2(m) - lease classification
- Note 2(p) (i) - classification of financial assets: assessment of business model within which the assets are held and assessment of whether the contractual terms of the financial asset are solely payments of principal and interest on the principal amount outstanding.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March, 2018 is included in the following notes:
- Note 2 (g)(iii) and 40- measurement of defined benefit obligations: key actuarial assumptions
- Note 2 (b) - measurement of useful lives and residual values to property, plant and equipment
- Note 2 (c) - measurement of useful lives of intangible assets
- Note 1.2 (e) and 2(p) - fair value measurement of financial instruments & impairment thereon.
- Note 2 (k) and 38 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of outflow of resources
- Note 2 (f) - recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used
- Note 2 (j) - Impairment of non financial assets.
e) Measurement of fair values
A number of the Company''s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values. This includes the management team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the board of directors.
The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the Company''s audit committee.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
Notes:
a) For details of assets pledged/ hypothecated as securities, refer note 17 and 21.
b) Refer note 38 for disclosure of contractual commitments forthe acquisition of property, plant and equipment.
c) Capital work in progressas at 31 March 2018 is net of impairment provision of INR 1,154.97 lakhs (31 March 2017 INR 1,167.32 lakhs, 1 April 2016 INR 1,167.32 lakhs).
d) The Company has elected exemption under Ind AS -101, First Time Adoption of Indian Accounting Standards and has continued the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP. Accordingly exchange differences capitalised during the year ended 31 March 2018 was INR 8.89 lakhs {31 March 2017: INR (61.12) lakhs, 1 April 2016: Nil}. Further, the company has also availed optimal exemption and continue with the carrying value for all of its property, plant & equipment and capital work in progress as its deemed cost as at the date oftransition. (Ref. Note - 46)
Notes :
The Company has elected Ind AS 101 exemption and continue with the carrying value for all of intangible assets as its deemed cost as at the date of transition. (Ref. Note No. 46)
b) Terms, rights, preferences and restrictions attached to shares
-The Company has only one class of equity shares having a par value of INR 10 per share. Each shareholder is eligible for one vote per share held.
-Preference shares are non-convertible, cumulative, redeemable and does not carry any voting rights. Preference shares carry preferential dividend of 0.0001% per annum. These are redeemable only on completion of 10 years from the date of allotment and are non-transferable unless fully paid-up.
Nature and purpose of reserve
i. General reserve
Pertains to reserves from scheme of arrangements that took place during 2007-08. This represents appropriation of profit by the company and is available for distribution of dividend.
ii. Capital reserve
Pertains to excess of purchase consideration over net assets taken over as per Scheme of Arrangement took place during 2007-08. Accumulated capital surplus is not available for distribution of dividend and expected to remain invested permanently.
iii. Securities premium reserve
The unutilized accumulated excess of issue price over face value on issue of shares. The reserve is utilized in accordance with the provisions of the Act.
*Loan has been classified as current since the Company has defaulted in repayment as per the terms of agreement and accordingly, the loans given to the Company has been classified as Non-Performing Assets in the books of lenders during the current year.
Repayment terms and security disclosure for the outstanding non-current borrowings (excluding current maturities) as at 31 March 2018:
From banks:
Secured Borrowings:
i) Nature of Security
a) Corporate Loan is secured by :-
Primary Security - Equitable mortgage on certain properties of group concerns and promoter along with his realtives.
Collateral Security
Subservient charge without no objection certificate on entire fixed assets of the company, present and future.
Pledge of 26.74% shareholding of the promoters in the company.
Personal guarantee of Mr. Kailash Gupta, Mrs. Rekha Gupta and Mrs. Nandani Malpani.
b) ECB Loan : -
Primary Security: - Exclusive charge on all the moveable and immoveable fixed assets, present and future, pertaining to unit at Deori.
Collateral Security: - Pari passu first charge on the remaining fixed assets of the company, present and future, along with WC lenders of the company, except for equipments which are exclusively and specially charged to Banks/Financial institution.
Second pari passu charge on the entire current assets of the company, both present and future.
c) Rupee Term Loan: -
Rupee Term Loan - INR 2,500 lakhs
Primary Security :- Extension of first charge on entire fixed asset of the company except factory land and building situated at industrial estate Richahai, Jabalpur, factory land and building situated at Jamshedpur and specific equipments which are exclusively and specifically charged to banks / financial institutions.
Collateral Security: - Pari passu second charge on the entire current assets of the company, both present and future, except on specific equipments which are exclusively and specifically charged to Banks / Financial Institutions.
Guarantee: - Personal guarantee of Mr. Kailash Gupta, Mrs. Rekha Gupta and Mrs. Nandani Malpani.
Rupee Term Loan - INR 1,000 lakhs
Primary Security :- Extension of first charge on entire fixed asset of the company except factory land and building situated at industrial estate Richahai, Jabalpur, factory land and building situated at Jamshedpur and specific equipments which are exclusively and specifically charged to banks/financial institutions.
Collateral Security: - Pari passu second charge on the entire current assets of the company, both present and future.
Guarantee: - Personal guarantee of Mr. Kailash Gupta and Mrs. Rekha Gupta
Rupee Term Loan - INR 2,200 lakhs
Primary Security :- Extension of first charge on entire fixed asset of the company except factory land and building situated at industrial estate Richahai, Jabalpur, factory land and building situated at Jamshedpur and specific equipments which are exclusively and specifically charged to banks/financial institutions.
Collateral Security: - Pledge of 26.74% shareholding of the promoters in the company.
Guarantee: - Personal guarantee of Mr. Kailash Gupta and Mrs. Rekha Gupta
d) Term Loans from Others : -
Primary Security: - Extension of First pari passu charge along with Axis Bank on:
1. Factory land and building at Jamshedpur unit
2. Factory land and building situated at plot Nos. 21, 22 (area measuring 90,000 square feet) and Plot Nos. 33, 34 (area measuring 126,000 square feet) at industrial Estate, Richai, Jabalpur.
Extension of second charge on all other fixed assets of the company along with Axis Bank and HDFC Bank.
Collateral Security: - Pledge of 15,889,914 unencumbered shares of the Company held by Jashn Beneficiary Trust and Mr. Kailash Gupta.
Guarantee: -
1. Irrevocable and unconditional personal guarantee of Mr. Kailash Gupta and Mrs. Rekha Gupta
2. Irrevocable and unconditional personal guarantee of Mrs. Nandani Malpani to the extent value of shares (3,213,443 nos.)
3. Irrevocable and unconditional corporate guarantee of Jashn Benificiary Trust
ii) Terms of Repayment
a) Corporate Loan: -
Corporate Loan is repayable in 9 quarterly instalments commencing from the end of 12 months from the date of first disbursement i.e. 13 December, 2013 and carries fixed interest rate of 14.50% p.a.
b) ECB Loan: -
ECB loan is repayable in quarterly 20 equal installments starting from 21 month from the date of 1st disbursement i.e. 17 February, 2012 and carries variable interest rate @ 6 months LIBOR 350 bps margin
c) Rupee Term Loan: -
Rupee Term Loan - INR 2,500 lakhs
in 21 unequal monthly installment starting from 31 December, 2016 as under :-
1st - 3rd Installment INR 33.30 lakhs each
4th -15th Installment INR 100 lakhs each
16th - 21st Installment INR 200 lakhs each
And it carries interest rate of 14.15% p.a.
Rupee Term Loan - INR 1,000 lakhs in 3 equal quarterly installments starting from 27 July 2017 and it carries interest rate of 13.45% p.a.
Rupee Term Loan - INR 2,200 lakhs in 3 equal quarterly installments starting from 28 October 2017 and it carries interest rate of 13.35% p.a.
c) Term Loans from Others: -First Term Loan
Interest - it carries interest rate of 14.50% p.a. to be paid on monthly basis till maturity.
Principal - 6 month moratorium starts from date of first tranche disbursement made in various installments from 16 December, 2014 to 25 February, 2015, thereafter payable in a structured manner as mentioned below
1. Next 6 months : INR 25 lakhs per month
2. Next 12 months : INR 41.67 lakhs per month
3. Next 12 months : INR 50 lakhs per month
Second Term Loan
Is repayable in bullet at the end of 3 years from the date of disbursement i.e. 3 June 2015 or mandatory repayment in event of Equity Infusion and carries floating interest rate of 14.50% p.a.
* includes INR 2,692.11 lakhs (31 March 2017 : INR 2,646.47 Lakhs, 1 April 2016 : INR 1,713.48 Lakhs) pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1st March, 2007, the Company has been availing Cenvat credit on chassis and has been paying Excise Duty on the Fully Built Vehicle (FBV). This amount represent the amount pertaining to unutilised cenvat credit payable to the customers.
(i) Nature of Security
Cash Credit Facilities are secured by either one or more of the following as per terms of arrangement with respective banks: Primary Security:
Pari -passu First charge on the entire current assets of the company, both present and future.
Collateral Security:
Second Pari passu charge on entire fixed assets of the company, both present and future.
Notes:
a) It includes trade payable to related parties of INR 6.59 lakhs (31 March 2017: INR 6.59 lakhs, 1 April 2016: INR 6.91 lakhs)
b) For terms and conditions of trade payables owing to related parties, refer note 41.
B. Deferred tax assets/ liabilities
As at 31 March, 2018, the Company has unabsorbed depreciation and business losses under the provisions of the Income-tax Act, 1961. Consequent to the provisions of Ind AS 12 - "Income Taxes", in the absence of reasonable certainity of taxable profits in future years, deferred tax assets have not been recognised. The Company reassess the unrecognised deferred tax assets at each reporting period and recognise the deferred tax assets over its deferrred tax liability when it has become probable that future taxable profits will allow the deferred tax assets to be recovered.
2. Operating segments
A. Basis for segmentation
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by the Board of Directors collectively who have been identified as Chief Operating Decision Maker (''CODM'') to make decisions about resources to be allocated to the segments and assess their performance.
The principal business of the Company is sheet metal fabrication and body building. All there activities of the Company revolve around its main business. Hence there is only one reportable segment.
B. Geographical information
The Company''s revenue from operations i.e. sheet metal fabrication and body building is located in India only. Hence, no additional disclosure about geographical information has been given.
1. The above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded will not, in the opinion of the management, have a material effect on the results of the operations or financial position.
2. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements / decisions pending with various forums/ authorities."
-Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1st March, 2007, the Company has started paying differential Excise Duty on behalf of customer on sales made to them since September''2010 under protest. The Excise department has issued demand notices in respect of this matter aggregating INR 2,819.55 Lakhs (31 March 2017 : INR 2,967.51 Lakhs, 1 April 2016 : INR 2,967.51 Lakhs). The aggregate of total payment made under protest up to the year-end is INR 2692.11 Lakhs (31 March 2017 : INR 2,646.47 Lakhs, 1 April 2016 : INR 1,713.48 Lakhs). Since, the liability, if any in this regard is recoverable from the customer, there will be no impact on Statement of Profit and Loss as consequence of the outcome of this case.
B. Commitments
a. Capital commitments : Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) amounts to INR 38.95 lakhs (31 March 2017: INR 39.48 lakhs, 1 April 2016: INR 116.10 lakhs).
b. Other commitments : The Company does not have any long term commitments / contracts including derivative contracts for which there will be any material foreseeable losses.
c. Lease Commitments : Refer note 37 in respect of commitment with regard to leases.
3. Loss per share
Basic and diluted loss per share
Basic and diluted loss per share is calculated by dividing the loss during the year attributable to equity shareholders of the Company by the weighted number of equity shares outstanding during the year.
4. Employee benefits
During the year, the Company has recognized following amounts in the statement of profit and loss :
B. Defined benefit plans Gratuity:
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.
The employees'' gratuity fund scheme administered by the Company employees gratuity fund trust through fund manager namely Life Insurance Corporation (LIC) of India, is a defined benefit plan. The present value of obligation is determined on actuarial valuation done by LIC using projected unit credit method to arrive the final obligation.
C. Risk exposure
Valuations are based on certain assumptions, which are dynamic in nature & vary over time. As such company is exposed to various risk as follows :
a) Interest Risk
The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of reporting period on government bonds.
b) Longitivity Risk
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability.
c) Salary Risk
The present value of defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, increase in the salary of plan participants will increase the plan''s liability.
The company makes annual contribution to Life Insurance Corporation (LIC). As LIC does not disclose the composition of its portfolio investments, break-down of plan investments by investment type not available to disclose.
5. Disclosure on Specified Bank Notes (SBN)
Information pursuant to G.S.R. 308 ( E) dated 30 March 2017 issued by Ministry of corporate affairs.
The specified bank notes as defined under the notification issued by the Ministry of Finance, Department of Economic dated 8 November, 2016 are no longer in existence. Hence, the Company has not provided the corresponding disclosures as prescribed in Schedule III to the Companies Act, 2013. Disclosure made in the previous year ended 31 March 2017 financial statements is as below:
# The Company''s borrowings have been contracted at floating rates of interest, which resets at short intervals. Accordingly, the carrying value of such borrowings (including interest accrued but not due) approximates fair value.
* The carrying amounts of trade receivables, trade payables, cash and cash equivalents, investments, bank balances other than cash and cash equivalents and other financial assets and liabilities, approximates the fair values, due to their short-term nature.
There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2017 and 31 March 2016.
b. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- Credit risk ;
- Liquidity risk ; and
- Market risk - Foreign exchange
- Market risk - Interest rate
Risk management framework
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors have authorised senior management to establish the processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal course of business.
* The Company believes that the amounts that are past due by more than 30 days are still collectible in full, based on historical payment behaviour.
# The Company based upon past trends determine an impairment allowance for loss on receivables outstanding for more than 180 days past due.
b. Financial risk management (continued)
(ii) Liquidity risk
Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment obligations. Currently the company is facing liquidity crises due to huge interest cost. Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted:
(iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company''s operating, investing and financing activities.
Sensitivity analysis
The following table demonstrate the sensitivity to a reasonably possible change in exchange rates of various currencies with INR, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives.
(iii) Market risk Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.
Exposure to interest rate risk
The Company''s interest rate risk arises majorly from the term loans from banks/Non banking financial companies (NBFC) carrying floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company''s borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:
6. Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2018 and 31st March 2017.
7. Explanation of transition to Ind AS
As mentioned in note 2.1 (i), these financial statements for the year ended 31 March 2018, are the first financial statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with "previous GAAPâ, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended).
Accordingly, the Company has prepared financial statements which comply with Ind-AS applicable for periods ended on or after 31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1 April 2016, the Company''s date of transition to Ind-AS. This note explains the principal adjustments made by the Company in restating its previous GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.
According to Ind AS 101, the first Ind AS financial statements must use recognition and measurement principles that are based on standards and interpretations that are effective for the financial year ended 31 March 2018. These accounting principles and measurement principles must be applied retrospectively to the date of transition to Ind AS and for all periods presented within the first Ind AS financial statements. Any resulting differences between carrying amounts of assets and liabilities according to Ind AS 101 as of 1 April 2016 compared with those presented in the previous GAAP Balance Sheet as of 31 March 2016, were recognised in equity within the Ind AS Balance Sheet.
A. Exemptions and exceptions availed
Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.
Transition elections
Explanation of the Ind AS 101 exceptions and exemptions to the full retrospective application of Ind AS applied by the Company.
In the Ind AS opening Balance Sheet as at 1 April, 2016, the carrying amounts of assets and liabilities from the previous GAAP as at 31 March 2016 are generally recognized and measured according to Ind AS in effect for the financial year ended as on 31 March 2018. For certain individual cases, however, Ind AS 101 provides for optional exemptions to the general principles of retrospective application of Ind AS. The Company has made use of the following exemptions in preparing its Ind AS opening Balance Sheet.
a) Ind AS optional exemptions:
(i) Property, plant and equipment and intangible assets
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment, intangible assets and capital work in progress as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their Previous GAAP carrying value.
(ii) Determining whether an arrangement contains a lease
Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected not to be material. The Company has elected to apply this exemption for such contracts/arrangements.
b) Ind AS mandatory exceptions:
(i) Estimates
An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company has made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:a) Determination of the discounted value for financial instruments carried at amortised costb) Impairment of financial assets based on expected credit loss model.
(ii) Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable
B. Reconciliations between previous GAAP and Ind AS:
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
(vi) Impact of Ind AS adoption on the statements of cash flows for the year ended 31 March 2017
There were no material differences between the statement of cash flows presented under Ind AS and the Previous GAAP except due to various re-classification adjustments recorded under Ind AS and difference in the definition of cash and cash equivalents under these two GAAPs.
C. Notes to the reconciliations:
a. Borrowings and Property, plant and equipment - transaction cost adjustment
As per the requirement of Ind AS, loan processing fee should be amortised over the period of repayment of loan as per Effective Interest Rate (EIR) method. In previous GAAP (IGAAP), processing fee were capitalised (depreciated over the life of specific fixed assets) / charged to Profit & Loss on straight line basis. The same has been reversed and now amortised over the period of loan according to Effective Interest Rate (EIR) method. The impact of the transition is detailed below:
b. Measurement of financial liability at amortised cost
The Company has issued 2,000,000, 0.0001% Non Convertible, Cumulative, Redeemable Preference Shares of INR 100 per share. As per the requirements of Ind-AS 109, initial measurement of such preference shares needs to be done at fair value. The difference between transaction price and fair value needs to be accounted for as borrowings in the financial statements of the Company. The same has been adopted under Ind AS as on transition date. Accordingly the Preference share capital has been divided into two components viz. Debt and Equity as at transition date.
The impact of the transition is detailed below:
The same has resulted in decrease in retained earnings by INR 48.90 lakhs as at 1 April 2016 and loss for the FY 2016-17 has increased by INR 57.37 lakhs.
c. Employee benefits: Remeasurement of post employment benefit plans
Under Ind AS, remeasurements i.e. actuarial gains and losses on the net defined benefit liability are recognised in other comprehensive income instead of statement of profit and loss. Under previous GAAP these were forming part of the statement of profit and loss for the year. As a result. loss for the year ended 31 March 2017 is decreased by INR 0.18 lakhs and is reclassified to other comprehensive income. There is no impact on the total equity as at 31 March 2017.
d. Other comprehensive income
Under previous GAAP, there was no requirement to disclose any item of statement of profit and loss in other comprehensive income. However as per requirement of Ind AS certain items of profit or loss are to be reclassified to other comprehensive income. Consequent to this, the Company has reclassified remeasurement of defined benefit plans from the statement of profit and loss to other comprehensive income.
e. Prior period Errors (Penalty for delay interest)
Under previous GAAP, the Company has not recognised the penal interest for non payment of interest and principal on loans. The same has been recognised in the opening and previous year comparative balance sheet of the Company prepared under Ind AS. Penal interest amounting to INR 23.13 lakhs has been provided for in the opening balance sheet and INR 139.05 lakhs has been provided for in the FY 2016-17.
The same has resulted in decrease in retained earnings by INR 23.13 lakhs as at 1 April 2016 and loss for the FY 2016-17 has increased by INR 139.05 lakhs.
f. Classification of Revenue net of committed costs
Under previous GAAP, the Company has recognised the gross amount of revenue and has recognised Late Delivery charges under Other Expenses. The same has been netted off from Revenue in the comparative previous year Statement of Profit and Loss. Accordingly the revenue for the FY 2016-17 has reduced by INR 63.73 lakhs with corresponding decrease in other expenses. There is no impact on loss due to above adjustment.
8. "Other Current Financial Assetsâ include Inter corporate deposits (ICD) of INR 1,000.00 Lakhs given to two Companies in an earlier year and which are outstanding as on 31st March 2017. These amounts have been fully provided for, as doubtful of recovery, in an earlier year. The Company has, during the earlier year filed a legal suit for recovery of the same (along with accumulated interest thereon). This case is lying before the Second Additional District Judge, Jabalpur.
9. The Company during the earlier year has availed the benefit of refund of sales tax (VAT) under MP Industrial Investment Promotion Assistance Policy under, a scheme by MP Trade and Investment Facilitation Corp Limited. The refund is receivable from the department and is pending for clearance.
10. Over the past few years, the Company has been incurring cash losses affecting its ability to service the borrowings / creditors/ other liabilities and similar obligations. Consequently, the Joint Lenders Forum invoked Strategic Debt Restructuring ("SDR") on 11 January 2017, in compliance of the guidelines issued by the Reserve Bank of India ("RBI"). On 12 October 2017, the lead bank communicated that SDR could not be completed within the timeframe prescribed by RBI and loan given by the lenders to the Company has been classified Non-Performing Assets in the books of lenders. These conditions indicate the existence of material uncertainty about the Company''s ability to continue as a going concern. The lenders are in the process of identifying revival measures, including debt restructuring and other structural changes. The Company continues to receive orders from customers which are being serviced on the basis of support from its key customers. The management is confident about positive outcome of the restructuring and continued support of its customers resulting in revival of the operations of the Company. Accordingly, the financial statements have been prepared by the Company on a going concern basis.
1) Nature of Security
2) Corporate Loan is secured by: -
Primary Security- Equitable mortgage on certain properties of group concerns and director.
Collateral Security â
3. Subservient charge without no objection certificate on entire fixed assets of the company, present and future.
4. Pledge of 26.74% shareholding of the promoters in the company.
5. Personal guarantees of two directors and partners of group concerns.
6) ECB Loan is secured by: -
Primary Security: - Exclusive First charge on the entire fixed assets of the company, both present and future, except on specific equipments which are exclusively and specifically charged to banks/ financial institutions and factory land & building situated at Plot Nos. 21,22,33,34 at Industrial Estate, Richhai, Jabalpur.
Collateral Security: - Second pari passu charge on the entire current assets of the company, both present and future.
7) Rupee Term Loan: -
Primary Security :- Extension of first charge on entire fixed asset of the company except factory land and building situated at industrial estate Richahai, Jabalpur, factory land and building situated at Jamshedpur and specific equipments which are exclusively and specifically charged to banks/financial institutions.
Collateral Security: - Pari passu second charge on the entire current assets of the company, both present and future, except on specific equipments which are exclusively and specifically charged to Banks / Financial Institutions.
Guarantee:
Personal guarantee of Mr.Kailash Gupta, Mrs. Rekha Gupta and Mrs. Nandini Malpani.
8) Term Loans from Others : -
Primary Security: - Extension of First pari passu charge along with Axis Bank on:
9. Factory land and building at Jamshedpur unit
10. Factory land and building situated at plot Nos. 21, 22 (area measuring 90,000 square feet) and Plot Nos. 33, 34 (area measuring 126,000 square feet) at Industrial Estate, Richhai, Jabalpur.
Extension of second charge on all other fixed assets of the company along with Axis Bank and HDFC Bank.
Collateral Security: - Pledge of 15,889,914 unencumbered shares of the Company held by Jashn Benificiary Trust and Mr. Kailash Gupta.
Cash flow: - Extension of charges/ escrow on the MAN receivables within 30 days of 1st tranche disbursal
Guarantee: -
11. Irrevocable and unconditional personal guarantee of Mr. Kailash Gupta and Mrs. Rekha Gupta
12. Irrevocable and unconditional personal guarantee of Mrs. Nandini Malpani to the extent value of shares (3,213,443 nos.)
13. Irrevocable and unconditional corporate guarantee of Jashn Benificiary Trust
14) Terms of Repayment
15) Corporate Loan: -
Corporate Loan is repayable in 9 quarterly installments commencing from the end of 12 months from the date of first disbursement i.e. 13th December, 2013 and carries fixed interest rate of 14.50% p.a.
16) ECB Loan: -
ECB loan is repayable in quarterly 20 equal installments starting from 21st month from the date of 1st disbursement i.e 17th February, 2012 and carries variable interest rate @ 6 months LIBOR 3.50 bps margin.
17) Rupee Term Loan: -
in 21 unequal monthly installment starting from 31st December, 2016 as under :-
1st - 3rd Installment Rs. 333 lacs each 4th -15th Installment Rs. 100 lacs each 16th - 21st Installment Rs. 200 lacs each And it carries interest rate of 14.15% p.a.
18) Term Loans from Others:-First Term Loan
Interest - it carries interest rate of 14.50% p.a. to be paid on monthly basis till maturity.
Principal - 6 month moratorium starts from date of first tranche disbursement made in various installments from 16th December, 2014 to 25th February, 2015, thereafter payable in a structured manner as mentioned below
1. Next 6 months : Rs. 25 lacs per month
2. Next 12 months : Rs. 41.67 lacs per month
3. Next 12 months : Rs. 50 lacs per month
Second Term Loan
Is repayable in bullet at the end of 3 years from the date of disbursement i.e. 3rd June 2015 or mandatory repayment in event of Equity Infusion and carries floating interest rate of 14.50% p.a.
The estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31st March 2016 aggregate Rs.116.10 Lacs (Previous Year â Rs. 116.10Lacs).
Note:19
Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1st March, 2007, the Company has started paying differential Excise Duty on behalf of customer on sales made to them since September'' 2010 under protest. The Excise department has issued demand notices in respect of this matter aggregating Rs. 2967.51 Lacs (previous year Rs. 2962.70 Lacs) for the period up to 31st March, 2016.The aggregate of total payment made under protest up to the year-end is Rs. 1713.48 Lacs (Previous year -Rs. 1130.87 Lacs).
Since, the liability, if any in this regard is recoverable from the customer, there will be no impact on Statement of Profit and Loss as consequence of the outcome of this case.
As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
20) Dues remaining unpaid as at the year-end Principal - Rs.19.97 Lacs (Previous Year Rs.9.08Lacs)
Interest- Rs.19.48Lacs (Previous Year Rs.18.18Lacs)
21) Interest paid in terms of Section 16 of the MSMED Act - Nil (Previous Year -Nil)
22) Amount of interest due and payable for the year of delay in making Payments -Rs.2.21 Lacs (Previous Year Rs. 1.79 Lacs)
23) Amount of interest accrued and remaining unpaid as at the year-end - Rs. 19.48 Lacs (Previous Year Rs. 18.18Lacs)
24) Amount of interest due and payable on previous year''s outstanding amount -Rs. 18.18 Lacs. (Previous Year Rs. 16.39 Lacs)
(25) Contributions are made to Provident Funds which covers all regular employees. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs.30.18 Lacs (Previous year Rs. 31.50 Lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using ''Projected Unit Credit'' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss account.
(26) The disclosure as required under AS 15 (Revised) regarding Company''s gratuity plan is as follows:
Note:27. There are no arrears of dividend on non-convertible redeemable preference shares (NCRPS) as NCRPS are not yet fully paid-up at the year end.
Note 28:
Loans and Advances in the nature of Loans due from related parties (in accordance with clause 32 of Listing Agreement) (Refer Note 13 on ''Long term Loans and Advances'' and Note 18 on ''Short term Loans and Advances'') "Long Term Loans and Advances" include Inter corporate deposits (ICD) of Rs. 1000 Lacs given to two Companies in an earlier year and which are outstanding as on 31st March 2016. These amounts have been fully provided for in an earlier year.The Company has, during the previous year filed a legal suit for recovery of the same (along with accumulated interest thereon). This case is lying before the Second Additional District Judge, Jabalpur.
Note 29:
During the previous year, the Company had provided for impairment of Rs. 6300 Lacs in the value of its plant & machinery relating to the cash generating unit located in a particular region in view of significant reduction in volumes mainly due to general economic slowdown. During the year, the Company has reviewed future business scenario and results achieved against budgeted forecasts of the previous year. Consequently and as required by the Accounting Standard (AS) 28 "Impairment of Assets", the Company has provided for further impairment of Rs. 5367 lacs in the value of its plant & machinery relating to the cash generating unit located in a particular region based on the assessment of its "value in use" with a weighted average cost of capital (WACC) in the range of 13% to 15%. The same has been disclosed as an exceptional item in the statement of Profit and & Loss.
Note 30:
Details of Loans given, Investment made and Guarantee given covered u/s 186(4) of the Companies Act, 2013
(31) The company has not given any loans.
32) Investments made by the company as at 31stMarch, 2016 (Refer note 12)
(33) The Company has not given any Corporate Guarantees in connection with a loan to any other body corporate or person
Note 34:
Over the past few years, the Company has been incurring losses due to which its net worth has significantly eroded. A significant portion of these losses are attributable to exceptional items of Impairment loss relating fixed assets and provision towards doubtful receivables. The Company had taken steps to raise term loans and working capital funds. Also the promoters have infused funds by way loan and preference shares. Additionally, various cost reduction measures have been taken by the Company which would improve profitability. The Company continues to get orders from existing customers. With funding support, the Company will be in a position to attain higher volumes. Toward this, the Company is in discussions with its bankers to restructure the loans which are repayable within one year and get further working capital support. The management is confident that restructuring of loans will be achieved and further working capital funds will be available, and Company will continue its operations as going concern. Accordingly, financial statements have been prepared by the Company on a going concern basis.
The Company during an earlier year, had filed claim for refund of excise duty on sales made to customers which are exported under ARE-1 with Department of Customs and Excise aggregating to Rs. 259.17 Lacs (Previous year Rs. 259.17 Lacs). However, the Department has issued orders rejecting the claims based on certain technical grounds. The Company has preferred an appeal against the orders passed and is confident of succeeding in the matter.
Note 35:
Since the accumulated losses of the company are more than 50% of its peak net worth, the company is a potentially sick company in accordance with Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985.
Note 36:
Entry tax represents provision / payments made pursuant to completion of assessments in respect of entry tax on certain sales done by the Company in earlier years. The Company expects no further liability in subsequent years.
Note 37:
The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.
The Company was incorporated in the year 1979, under the name Commercial Engineers & Body Builders Co Private Limited. The name was changed to 'Commercial Engineers & Body Builders Co Limited' in the year 2010. The Company's Equity Shares were listed in the same year. The Company caters to Commercial Vehicles, Railways and Power sectors through manufacturing of tippers, load bodies, wagons and components.
2. Issue of Bonus Shares :
36,767,760 Equity Shares of Rs 10/- each were issued as fully paid-up Bonus shares during the year ended 31st March, 2010, by capitalisation of Securities Premium Account and balance in Statement of Profit and Loss account.
3. Details of calls unpaid :
The NCRPS have been issued on partly paid basis with last call falling due on December 31,2015 when it will become fully paid-up.
i) Nature of Security
a) Corporate Loan is secured by: -
Primary Security- Equitable mortgage on certain properties of group concerns and director.
Collateral Security -
1. Subservient charge without NOC on entire fixed assets of the company, present and future.
2. Pledge of 26.74% shareholding of the promoters in the company.
3. Personal gurantees of two directors and partners of group concern.
b) ECB Loan is secured by: -
Primary Security: - Exclusive First charge on the entire fixed assets of the company, both present and future, except on specific equipments which are exclusively and specifically charged to banks/ financial institutions and factory land & building situated at Plot Nos. 21,22,33,34 at Industrial Estate, Richhai, Jabalpur.
Collateral Security: - Second pari passu charge on the entire current assets of the company, both present and future.
c) RupeeTerm Loan: -
Primary Security :- Extension of first charge on entire fixed asset of the company except factory land and building situated at industrial estate Richahai, Jabalpur and factory land and building situated at Jamshedpur.
Collateral Security: - Pari passu second charge on the entire current assets of the company, both present and future.
Guarantee: -
Personal guarantee of Mr.Kailash Gupta, Mrs. Rekha Gupta and Mrs. Nandani Malpani.
d) Term Loan from Other : -
Primary Security: - First pari passu charge Bank on below mentioned fixed assets
1. Factory land and building at Jamshedpur unit
2. Factory land and building Richhai and second pari passu charge on all fixed assets of the company.
Collateral Security: - Pledge of 10,313,443 unencumbered shares of the Company held by Jashn Benificiary Trust and Mr. Kailash Gupta.
Guarantee: -
1. Irrevocable and unconditional personal guarantee of Mr. Kailash Gupta and Mrs. Rekha Gupta
2. Irrevocable and unconditional personal guarantee of Mrs. Nandani Malpani to the extent value of shares (3,213,443 nos.)
3. Irrevocable and unconditional corporate guarantee of Jashn Benificiary Trust
ii) Terms of Repayment
a) Corporate Loan: -
Corporate Loan is repayable in 9 quarterly instalments commencing from the end of 12 months from the date of first disbursment i.e. 13th December, 2013 and carries fixed interest rate of 14.50% p.a.
b) ECB Loan: -
ECB loan is repayable in quarterly 20 equal installments starting from 21st month from the date of 1st disbursement i.e 17th February, 2012 and carries variable interest rate @ 6 months LIBOR 3.50 bps margin
c) Rupee Term Loan: -
in 21 unequal monthly installment starting from 31 st December, 2016 as under :-
1st - 3rd Installment Rs. 333 lacs each
4th -15th Installment Rs. 100 lacs each
16th - 21st Installment Rs. 200 lacs each
And it carries interest rate of 14.15% p.a.
d) Term Loan from Other: -
"Interest - it carries interest rate of 14.50% p.a. to be paid on monthly basis till maturity."Principal - 6 month moratorium starts from date of first tranche Disbursement made in various installments from 16th December, 2014 to 25th February, 2015, thereafter payable in a structured manner as mentioned below."
1. Next 6 months : Rs. 25 lacs per month
2. Next 12 months : Rs. 41.67 lacs per month
3. Next 12 months : Rs. 50 lacs per month
(i) Nature of Security
Cash Credit Facilities, Working Capital Loans and Short Term Loan are secured by either one or more of the following as per terms of Arrangement with respective banks:
Primary Security:
Pari -passu First charge on the entire current assets of the company, both present and future.
Collateral Security:
a. Pari-Passu first charge by way of extension of Equitable Mortgage of factory land and building and hypothecation of plant and machineries situated at Plot Nos. 21, 22, 33 and 34 at Industrial Estate, Richhai, Jabalpur
b. First Pari-Passu charge on movable fixed assets of the Company
c. Equitable Mortgage of flat no. 14,5,2,3,6,7,9,10,8 Mouza Hathital, Gorakhpur, Jabalpur.
d. Equitable Mortgage of Property situated at Block No.36, Plot No.2/29, Pachpedi, South Civil Lines, Jabalpur standing in the name of Shri Arun Gupta
"e. First and exclusive charge on the following Fixed assets of the Company situated at lease hold / free hold land by way of Hypothecation of "
* Plot Nos. (Nos. to be allotted) at Industrial Estate, Richhai, area- 105000 sq.feet, Jabalpur (lease hold)
* Plot Nos.(Nos. to be alloted) at Industrial Estate, Richhai area- 105000 sq feet, Jabalpur (lease hold).
* Plot No.133/2 (New no.169) at Udaipura, area- 15.92 acres, Dist: - Mandla.(free hold)
* Sector -3, Plot no. 690-693, 751-756 at MPAKVN Growth Centre, Phase-III, area 8.67 acres, Pithampur, Distt-Dhar. (lease hold)
* Land and Building measuring 50.16 acres situated at Village - Deori/Imlai, Jabalpur.
f. Personal guarantees of two directors and their relatives.
g. Corporate Guarantee of group concerns
Bank Overdraft facility was secured against Term Deposit Receipts.
4. Capital Commitments
The estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31st March 2015 aggregate Rs. 116.10Lacs (Previous Year - Rs.1343.58Lacs).
5. Contingent liabilities
(Rs. in Lacs)
Sr. Particulars As at As at No. 31st March, 31st March, 2015 2014 a) Disputed demands of following authorities :
(i) Income-tax 15.93 126.93
(ii) Excise duty related to Rule10A matter - - (see note below)
(iii) Other Excise duty&Service Tax Matter 2520.38 2481.43 (Rs. 12.83Lacs (Previous Year Rs. 8. 67 Lacs) paid under protest)
(iv) Sales tax/ Entry Tax (Rs. 48.06Lacs 1584.32 199.91 (Previous Year Rs. 55.11 Lacs) paid under protest) (The Company has contested all the above demands before various authorities and is hopeful of success in the respective matters)
b) Claims against the Company not 24.63 - acknowledged as debt
Total 4145.26 2808.27
6. Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1st March, 2007, the Company has started paying differential Excise Duty on behalf of customer on sales made to them since September' 2010 under protest. The Excise department has issued demand notices in respect of this matter aggregating Rs. 3016.95 lacs (previous year Rs. 2910.91 Lacs) for the period up to 31stMarch, 2009.The aggregate of total payment made under protest up to the year-end is Rs. 1130.87 Lacs (Previous year - Rs. 895.92Lacs).
Since, the liability, if any in this regard is recoverable from the customer, there will be no impact on Statement of Profit and Loss as a consequence of the outcome of this case.
7. As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
i) Dues remaining unpaid as at the year-end
Principal - Rs. 9.08Lacs (Previous Year Rs. 7.07 Lacs)
Interest- Rs. 18.18Lacs (Previous Year Rs. 16.39 Lacs)
ii) Interest paid in terms of Section 16 of the MSMED Act - Nil (Previous Year -Nil)
iii) Amount of interest due and payable for the year of delay in making Payments - Rs. 1.79 Lacs (Previous Year Rs. 1.21Lacs)
iv) Amount of interest accrued and remaining unpaid as at the year-end - Rs.18.18 Lacs (Previous Year Rs. 16.39Lacs)
v) Amount of interest due and payable on previous year's outstanding amount Rs. 16.39Lacs. (Previous Year Rs. 15.18Lacs)
8. (a) Contributions are made to Provident Funds which covers all regular employees. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 31.50Lacs (Previous year Rs. 32.96Lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using 'Projected Unit Credit' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss account.
9. The principal business of the Company is sheet metal fabrication and bodybuilding. All other activities of the Company revolve around its main business. Hence, there is only one reportable business segment as defined by Accounting Standard 17 on 'Segment Reporting' (AS 17).
10. Disclosures as required by the Accounting Standard 18 (AS - 18) on 'Related Party Disclosures' are given below:
a) Names of related parties and description of relationship :
Sr. Names of Related party Nature of Relationship No. 1 Dr. Kailash Gupta Director having significant influence through voting power (Key Management Personnel till 15th July, 2014)
2 Mr. Deepak Tiwary Key Management Personnel
3 Commercial Auto Centre
4 Commercial Automobiles Private Enterprises over which Director Limited with significant influence and their relatives
5 Commercial Body Builders are able to exercise significant influence.
6 Commercial Motors
7 Commercial Toyota
8 Kailash Traders
9 Commercial Motors Sales P Ltd.
10 Shivam Motors Private Limited
11 Anubha Engineering Limited
12 Kailash Infratech Private Limited
13 Commercial Installments
14 Shubham Multi Services Private Limited
15 J.N. Auto Limited (Unit Rekha Engineering)
16 Jai Narayan Charitable Trust
17 Kailash Motors
18 Jashn Beneficiary Trust
19 Commercial Motors (Dehradun) P. Ltd.
20 Kailash Motors Private Limited
"Long Term Loans and Advances" include Inter corporate deposits (ICD) of Rs. 1000 Lacs given to two Companies in an earlier year and which are outstanding as on 31st March 2015. These amounts have been fully provided for in an earlier year. The Company has, during the year filed a legal suit for recovery of the same (along with accumulated interest thereon). The suit is pending for admission before the relevant Court in Jabalpur.
11. In respect of recall/closure facility notice received from a bank in the previous year, in respect of outstanding fund-based credit facility availed by the Company of Rs. 662.41 Lacs with interest thereon which is still outstanding as on 31st March, 2015, the bank has subsequent to the year-end invoked the pledge of shares given as collateral by the promoters. The Company is in the process of negotiating with bank for resolution of the matter.
12. During the recent past, there has been a significant reduction in volumes mainly due to general economic slowdown. The Company has reviewed future business scenario. While the Company expects a revival in the economy in the foreseeable future, the Company has decided to rationalize the operations in order to optimize costs. Consequently and as required by the Accounting Standard (AS) 28 "Impairment of Assets", the Company has provided for impairment of Rs. 6300 Lacs in the value of its plant & machinery relating to the cash generating unit located in a particular region based on the assessment of its "value in use" with a weighted average cost of capital (WACC) in the range of 13 to 15%. The same has been disclosed as an exceptional item in the statement of Profit and Loss.
13. During the year ended 31st March 2015, pursuant to the assessment by the commercial tax department, an amount of Rs. 129.72 Lacs has been determined as payable towards entry tax on certain sales made by the company within the state of Madhya Pradesh for the year ended 31st March, 2012. Following the rationale of this decision, the company had during the year deposited Rs. 678.04 lacs(including interest of Rs. 156 Lacs) towards entry tax liability for the year ended 31st March 2013. Subsequent to the year end, on completion of assessment for the year ended March 2013, an amount of Rs. 723.89 Lacs (inclusive of interest of Rs. 176 Lacs) has been assessed and the same has been charged to the Statement of Profit and Loss. The liability in respect of subsequent years is not expected to be material.
The company's depreciation policy in respect of fixed assets until 31st March, 2014 was as under:
a. Assets acquired prior to 1st January, 2011 on WDV basis; and
b. Assets acquired after 1st January, 2011 on straight line method
With effect from 1st April, 2014, the Company has adopted the useful life as prescribed by Schedule II to the Companies Act, 2013 to depreciate its assets. Consequently, the depreciation charge for the year ended31st March, 2015 and net loss from ordinary activities are lower by Rs. 979.89 lacs.
14. Details of Loans given, Investment made and Guarantee given covered u/s 186(4) of the Companies Act, 2013
(i) The company has not given any loans.
(ii) Investments made by the company as at 31stMarch, 2015 (Refer note 13)
(iii) The Company has not given any Corporate Guarantees in connection with a loan to any other body corporate or person
15. In view of the financial position of the Company and the performance of the Company during the previous year, the shareholders, in the Annual General Meeting of the Company held on 28th September, 2013, after discussions, disapproved the proposal of distribution of dividend for the year ended 31stMarch, 2013. Accordingly the proposed dividend of Rs. 219.78 Lacs (Rs. 0.40 per share) and the dividend distribution tax of Rs. 37.35 Lacs provided during the year ended 31stMarch, 2013 had been reversed in the books of account.
16. The Company during the previous year had filed claim for refund of excise duty on sales made to customers which are exported under ARE-1 with Department of Customs and Excise aggregating to Rs. 259.17 Lacs (Previous year Rs. 259.17 Lacs). However, the Department has issued orders rejecting the claims based on certain technical grounds. The Company has preferred an appeal against the orders passed and is confident of succeeding in the matter.
17. The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.
The Company was incorporated in the year 1979, under the name Commercial Engineers & Body Builders Co Private Limited. The name was changed to ''Commercial Engineers & Body Builders Co Limited'' in the year 2010. The Company''s Equity Shares were listed in the same year. The Company caters to Commercial Vehicles, Railways and Power sectors through manufacturing of tippers, load bodies, wagons and components.
1. Nature of Security
a) Corporate Loan is secured by: -
Primary Security- Equitable mortgage of following properties of group concerns and director.
1. Shop/Office bearing No 906, New Municipal No. 6/139, situated in 9th Floor, ''A'' Wing, Mittal Tower, New No. 21 (Old No. 6/47), Mahathma Gandhi road, in Civil Station Corporation Division No. 78, Vide City Survey No. 355, PTS No. 952 and Chaltha No. 5 Bangalore, comprising of super built up area of 720 sq. ft.
2. Unit No 201, New Municipal No. 100/6, 2nd Floor, Kengal Hanumanthaiah Road, Ward Name - Sudhamanagar ward no. 48, Money Terrance, Banglore having super built up area of 996 sq. ft.
3. Commercial property at Unit No. 202, 2nd Floor, ''Money Terrace'', Khata No 100/7, Double road (Kengal Hanumanthaiah Road) Banglore, Sudhama Nagar, Ward No. 48 with super built up area of 978 sq. ft.
4. Khasra No. 30/375 (Part of Khasra no. 30/1, 30/23, & 30/24) Area 0.023 Hec. (2500 Sq. Ft.), Plot No. E- 18, Area 50 x 50 = 2500 sq. ft. situated in - Lamti, Tehsil & Distt. Jabalpur, Babu Kamla Grih Nirman Sahakari Samiti Maryadit, Jabalpur.
5. Part of Khasra No 6/17, Plot No 92 Area 160 X 100= 16000 sq. ft., constructed Area 200 sq. ft., situated in Municipal Corporation House No. 1310/92, Shaheed Gulabsingh Ward No 56, Nayagaon Housing Co- operative Society, Village Nayagaon Settlement no. 726, P C. No. 28/32, Tehsil & Distt. Jabalpur.
Collateral Security -
1. Subservient charge without NOC on entire fixed assets of the company, present and future.
2. Pledge of 26.74% shareholding of the promoters in the company.
3. Personal guarantee of two directors and partners of group concern.
b) ECB Loan is secured by: -
Primary Security: - Exclusive First charge on the entire fixed assets of the company, both present and future, except on specific equipments which are exclusively and specifically charged to banks/ financial institutions and factory land & building situated at Plot Nos. 21,22,33,34 at Industrial Estate, Richhai, Jabalpur.
Collateral Security: - Second pari passu charge on the entire current assets of the company, both present and future.
2. Terms of Repayment
a) Corporate Loan: -
Corporate Loan is repayable in 9 quarterly instalments commencing from the end of 12 months from the date of first disbursement i.e.13/12/2013 and carries fixed interest rate of 14.50% p.a.
b) ECB Loan: -
ECB loan is repayable in quarterly 20 equal installments starting from 21st month from the date of 1st disbursement i.e 17/02/2012 and carries variable interest rate @ 6 months LIBOR 3.50 bps margin
Note 2: Capital Commitments
The estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as at 31st March 2014 aggregate Rs. 1,343.58 Lacs (Previous Year - Rs. 1,650.93 Lacs).
Note 3: Contingent liabilities (Rs. In Lacs)
As at As at Particulars 31st March 31st March 2014 2013
a) Disputed demands of following authorities:
Income-tax 126.93 -
Excise duty (Rs. 408.67 Lacs (Previous Year 5392.34 5,182.77 Rs. 405.67 Lacs) paid under protest) (Also Refer note below)
Sales tax/ Entry Tax (Rs. 55.11 Lacs 199.91 171.99 ( Previous Year Rs. 47.79 Lacs) paid under protest)
(The Company has contested all the above demands before various authorities and is hopeful of success in the respective matters)
b) Claims against the Company not - 23.32 acknowledged as debt
c) Guarantees given by banks as performance guarantees 431.64 805.22
d) Letters of Credit (L/C) 95.49 421.38
Total 6246.31 6,604.68
Note:
Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 01.03.2007, the Company has started paying differential Excise Duty on sales made to a customer (which is the subject matter of dispute in the aforesaid demands) since September''2010 under protest. The aggregate of such payment made under protest up to the year-end aggregates to Rs. 495.92 Lacs (Previous year - Rs. 337.81 Lacs).
Note 4:
The Company had challenged the constitutional validity of entry tax collected by State of Madhya Pradesh on goods purchased from other States by filing a writ petition in Honorable High Court of Madhya Pradesh on 30th August, 2007. The petition was decided against the Company during an earlier year. The Company had filed a special leave petition (SLP) before the Honorable Supreme Court, again challenging the constitutional validity of Entry Tax. As per the interim order passed by Supreme Court, the Company has been directed to deposit the unpaid Entry tax before the petition is decided.
The Company had already deposited Entry tax aggregating to Rs. 1015.86 Lacs including interest of Rs. 1.47 Lacs for the period from April 2007 to March 2013 to the authorities, under protest.
The Supreme Court has transferred the above SLP to a Higher Bench before the Chief Justice of the Supreme Court of India for decision, which is pending.
Since, the matter has been pending for hearing for a long time and further the probability of availing relief is reduced due to the passage of time, the Company during the previous year ended March 31, 2013, after obtaining expert opinion decided to charge-off the amounts of entry tax paid under protest for the period from April 2007 to March 2012, aggregating to Rs. 979.12 Lacs. The same were included under ''Other Expenses''. Entry tax for the period after April 2012 is charged to the Statement of Profit and Loss and included under ''Manufacturing Expenses''.
Note 5:
The Company had an agreement with a party for the purpose of engaging into a Jointly Controlled Operations (JCO) to manufacture market and sell fabricated automobile bodies and components to Original Equipment Manufacturers and to other customers, at Jamshedpur. As per the agreement, the Company and the other venture agreed to share the distributable cash flow from the JCO after paying all taxes in the ratio of 60:40 respectively. In addition to the above, the Company was required to pay a fixed sum for grant of license to use the factory premises of the other venture for the purposes of the operations as follows:
In year 1 - Rs. 300,000 per month In year 2 - Rs. 315,000 per month In year 3 - Rs. 330,750 per month
During the previous year the Company entered into a Memorandum of Understanding (MOU) with the above party for purchase of its factory premises (including land) for a total consideration of Rs. 1,518 Lacs. Accordingly an advance of Rs. 218 Lacs were paid to the party. As per the MOU, the balance amounts had to be paid in installments by 31st March, 2013 upon which Formalities for the transfer of ownership in the name of the Company would be completed. Pursuant to this agreement, Joint venture agreement with the party came to an end on 30th September, 2012. However, due to the on-going negotiations, no further payments were made to the party till 31st March, 2013.
During the year, as per addendum executed to the above MOU, the Company agreed to pay rent for the period October 2012 to March 2013 aggregating to Rs. 20.84 Lacs and the above consideration of Rs. 1,518 Lacs was divided into two separate considerations of Rs. 759 Lacs each based on the segregation of area the land and value of other assets to be purchased. Accordingly, a sale deed was executed between the Company and the party for transfer of portion of the land and factory premises valued at Rs. 759 Lacs by paying off the balance consideration of Rs. 541 Lacs. Possession of these assets has been handed over to the Company, though formalities relating to registration of the land are yet to be completed. Accordingly, these assets have been capitalized in the books. Sale deed for balance consideration of Rs. 759 Lacs consisting of remaining portion of the land and other assets would be executed on full payment of the consideration by the Company. The Company has, however provided for the interest on these overdue amounts aggregating to Rs. 120.56 Lacs (Previous Year Rs. 22.44 Lacs) as per the terms of MOU and disclosed as Finance charges in Note 26.
Note 6:
As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
i) Dues remaining unpaid as at the year-end
Principal - Rs. 7.07 Lacs (Previous Year Rs. 4.66 Lacs)
Interest- Rs. 16.39 Lacs (Previous Year Rs. 15.18 Lacs)
ii) Interest paid in terms of Section 16 of the MSMED Act - Rs. Nil (Previous Year - Rs. Nil)
iii) Amount of interest due and payable for the year of delay in making Payments - Rs. 1.21 Lacs (Previous Year Rs. 0.48 Lacs)
iv) Amount of interest accrued and remaining unpaid as at the year-end - Rs. 16.39 Lacs (Previous Year Rs. 15.18 Lacs)
v) Amount of interest due and payable on previous year''s outstanding amount - Rs. 15.18 Lacs. (Previous Year Rs. 14.70 Lacs)
Note 7:
(a) Contributions are made to Provident Funds which covers all regular employees. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 32.96 Lacs (Previous year Rs. 53.05 Lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using ''Projected Unit Credit'' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss account.
(b) The disclosure as required under AS 15 (Revised) regarding Company''s gratuity plan is as follows:
Note: Net Liability recognized in Balance Sheet stands at Rs. 9.23 Lacs (Previous year Rs. 23.78 Lacs) as the company has made an additional provision of Rs. 9.00 Lacs in the books based on contribution demand notice received from LIC towards shortfall in the plan assets as at the year-end as per valuation carried out by them
Note 8:
The principal business of the Company is sheet metal fabrication and bodybuilding. All other activities of the Company revolve around its main business. Hence, there is only one reportable business segment as defined by Accounting Standard 17 on ''Segment Reporting'' (AS 17).
Note 9:
The Company during an earlier year had availed External Commercial Borrowing (ECB) of USD 6mn (in Rs. 2957.10 Lacs) for construction of new facility, for the purpose of manufacture of vehicle bodies in Jabalpur and also for the purchase of other capital assets. Construction work of the facility started during previous year and capital expenditure along with the borrowing costs were carried forward under Capital work-in-progress.
The said facility has been fully constructed and capitalized during the previous year. The borrowing costs attributable to the project aggregating Rs. 386.16 Lacs incurred till the date of capitalization has been added to the total value of the facilities capitalized in accordance with AS 16 on ''Borrowing Costs'' during the year ended March 31, 2013.
Note 10:
During an earlier year, the Company had advanced Inter-corporate deposits (ICD) to certain companies aggregating to Rs. 1,500 Lacs at an interest rate of 21%. Out of these, amounts aggregating to Rs. 500 Lacs, pertaining to one ICD were received back by the Company during the previous year without interest in the previous year. The other deposits aggregating to Rs. 1,000 Lacs are still outstanding. Further, no interest has been received from these companies. The Company is following up rigorously for recovery of principle amounts and interest.
Out of abundant caution, the Company, in the previous year had provided for the aforesaid principle amounts of the outstanding ICDs aggregating to Rs. 1,000 Lacs and had also not accounted for the interest income. The Company continues to pursue this matter with the aforesaid companies and is hopeful of recovering the amounts along with interest. The company will account for the interest income as and when the same is received.
Note 11:
In view of the financial position of the Company and the performance of the Company during the quarter ended June 30, 2013, the shareholders, in the Annual General Meeting of the Company held on September 28, 2013, after discussions, disapproved the proposal of distribution of dividend for the year ended March 31, 2013. Accordingly the proposed dividend of Rs. 219.78 Lacs (Rs. 0.40 per share) and the dividend distribution tax of Rs. 37.35 Lacs provided during the year ended March 31, 2013 has been reversed in the books of account. The Company has also informed the Stock Exchanges regarding the same as per Clause 36(7) (VIII) of the Listing Agreement.
The Company has filed claims for refund of excise duty on sales made to customers which are exported under ARE-1 with Department of Customs and Excise aggregating to Rs. 259.17 Lacs (Previous Year Rs. 162.5 Lacs). However, the department has issued orders rejecting the claims aggregating to Rs. 17.63 Lacs and issued show cause notices for other claims stating that why the claims should not be rejected based on certain technical grounds. The Company has preferred an appeal against the orders passed and is also in the process of replying to the show cause notices. The Company is confident of succeeding in the matter.
Note 12:
The Company has been availing certain fund-based credit facilities from two banks. Due to the general business conditions, the Company has defaulted in payment of dues to these banks. Consequently, the Company has received recall/closure notices from these banks in relation to these facilities. Subsequently, one of the facility has been closed during the year after the Company settled the outstanding dues. The Company is negotiating with the other banks and is hopeful of honoring the dues of the bank as per schedule. The Company has accounted for the overdue and penal interest, wherever applicable.
Note 13:
Due to overall slowdown in the commercial vehicle segment, the Company, during the year received reduced number of orders for commercial vehicles from its'' customers. This affected the working capital availability and resulted in the Company reporting a loss for the year.
However, subsequent to the year-end, the market for commercial vehicle segment has revived and currently the Company has sizable orders for commercial vehicles to be executed in the financial year 2014-15. Further, the Company is negotiating with its'' bankers for extension and enhancement of credit facilities. Accordingly, the Company expects improvement in its'' financial results in the financial year 2014-15.
Note 14:
The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year.
The Company had filed a special leave petition (SLP) before the Honorable Supreme Court, again challenging the constitutional validity of Entry Tax. As per the interim order passed by Supreme Court, the Company has been directed to deposit the unpaid Entry tax before the petition is decided.
The Company has already deposited Entry tax aggregating to Rs. 1,015.86 Lacs (Previous year -Rs. 858.71 Lacs) including interest Nil (Previous year - ^ 1.47 Lacs) for the period from April 2007 to March 2013 to the authorities, under protest.
The Supreme Court has transferred the above SLP to a Higher Bench before the Chief Justice of the Supreme Court of India for decision, which is pending.
Since, the matter is pending for hearing for a long time and further the probability of availing relief is reduced due to the passage of time, the Company during the last quarter after obtaining expert opinion decided to charge-off the amounts of entry tax paid under protest relating to the period from April 2007 to March 2012, aggregating to Rs. 979.12 lacs. The same are included under ''Other Expenses'' in Note 28. Entry tax relating to the period from April 2012 to March 2013 aggregating to ^41.15 lacs, being on account of raw material purchases have been disclosed as ''Other Manufacturing Expenses'' in Note 25.
Note 2: The Company has an agreement with a party for the purpose of engaging into a Jointly Controlled Operations (JCO) to manufacture market and sell fabricated automobile bodies and components to Original Equipment Manufacturers and to other customers, at Jamshedpur. As per the agreement, the Company and the other venture have agreed to share the distributable cash flow from the JCO after paying all taxes in the ratio of 60:40 respectively. In addition to the above, the Company is required to pay a fixed sum for grant of license to use the factory premises of the other venture for the purposes of the operations as follows:
During the year the Company has entered into a Memorandum of Understanding (MOU) with the above party for purchase of its factory premises (including land) for a total consideration of Rs. 1,518 lacs. Accordingly an advance of Rs. 218 lacs has been paid to the party which is disclosed under ''Capital Advances'' in Note 14. As per the MOU, the balance amounts had to be paid in instalments by 31st March, 2013. However, due to the on-going negotiations, no further payments were made to the party. The Company has, however provided for the interest on these overdue amounts aggregating to Rs. 22.43 lacs as per the terms of MOU and disclosed as Finance charges in Note 27. Formalities for the transfer of ownership in the name of the Company would be completed on full and final payment being made. Pursuant to this agreement Joint venture agreement with the party has come to an end on 30th September, 2012.
Accordingly, 40% share of profit from the operations for the period ended September 30, 2012 of Rs. 16.04 Lacs (Previous Year - Rs. 79.33 Lacs) have been transferred to the joint venture partner and disclosed as "Other expenses" in Note 28.
The Company is in the process of completing the negotiations and related formalities for the above.
Notes forming part of the financial statements
Note 35: As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
(i)Dues remaining unpaid as at the year-end
Rs. Principal - Rs. 4.67 Lacs (Previous Year Rs. 8.20 Lacs)
Rs. Interest - Rs. 15.18 Lacs (Previous Year Rs. 14.70 Lacs)
(ii) Interest paid in terms of Section 16 of the MSMED Act - Rs. Nil (Previous Year - Rs. Nil)
(iii) Amount of interest due and payable for the year of delay in making Payments - Rs. 0.48 Lacs (Previous Year Rs. 1.19 Lacs)
(iv) Amount of interest accrued and remaining unpaid as at the year-end-Rs.15.18Lacs (Previous Year Rs.14.70Lacs)
(v) Amount of interest due and payable on previous year''s outstanding amount - Rs. 14.70 Lacs. (Previous Year Rs. 13.51 Lacs)
Note 3
(a) Contributions are made to Provident Funds which covers all regular employees. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 53.05 Lacs (Previous year Rs. 64.85 Lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using ''Projected Unit Credit'' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss.
(b) The disclosure as required under AS 15 (Revised) regarding Company''s gratuity plan is as follows:
Notes forming part of the financial statements
Note 4: During the previous year, the Company had advanced Inter-corporate deposits (ICD) to certain companies aggregating to Rs. 1,500 lacs at an interest rate of 21%. Out of these, amounts aggregating to Rs. 500 lacs, pertaining to one ICD has been received back without interest. The other deposits aggregating to Rs. 1,000 lacs are outstanding as at the year-end. Further, no interest has been received from these companies. The Company has followed-up with the companies for recovery of principle amount and interest and is hopeful of recovering the pending dues.
However, out of abundant caution, the Company, at the year-end has provided for the principle amounts of the outstanding ICDs aggregating to Rs. 1,000 lacs and also reversed the interest income aggregating to Rs. 173 lacs, accounted on these ICDs up to 31st December, 2012. The Company will account for the interest income as and when the same is received.
Note 5: The Board of Directors have recommended payment of Dividend of Rs. 0.40/- per Equity share of Rs. 10/- each i.e. 4%. The total outlay on this along with the dividend distribution tax aggregates to Rs. 257.12 lacs.
Note 6: The Company has filed claims for refund of excise duty on sales made to customers which are exported under ARE-1 with Department of Customs and Excise aggregating to Rs. 162 lacs. However, the department has issued orders rejecting the claims aggregating to Rs. 17.63 lacs and issued show cause notices for other claims stating that why the claims should not be rejected based on certain technical grounds. The Company has preferred an appeal against the orders passed and is also in the process of replying to the show cause notices. The Company is confident of succeeding in the matter.
Note 7: The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year in-line with the Revised Schedule VI to the Companies Act, 1956.
The Company was incorporated in the year 1979, under the name Commercial Engineers & Body Builders Co Private Limited. The name was changed to "Commercial Engineers & Body Builders Co Limited" in the year 2010. The Company's Equity Shares were listed in the same year. The Company caters to Commercial Vehicles, Railways and Power sectors through manufacturing of Tipper, Load bodies, Wagons and components.
Note 2: Capital Commitments
The estimated amount of contracts remaining to be executed on capital account, and not provided for (net of advances) as at 31st March 2012 aggregate to Rs. 1,022.30 Lacs (Previous year - March 31, 2011 Rs. 8,680.70 Lacs) (including in respect of Joint venture nil (previous year Rs. 130.09).
Note 3: Contingent liabilities
(Rs. in Lacs)
Particulars As at As at 31st March, 2012 31st March, 2011
a) Disputed demands of following authorities:
Income-tax 26.21 19.68
Excise duty (Rs. 19.41 Lacs (Previous year Rs. 19.41 lacs) paid under protest) (Also Refer note below) 4,955.86 4,663.64
Sales tax (Rs. 27.51 lacs ( Previous year Rs. 7.70 lacs) paid under protest) 138.78 77.03
Employees State Insurance Corporation - 0.96
(The Company has contested these demands before various authori- ties and is hopeful of success in the respective matters)
b) Bank Guarantee (Given as performance guarantee) 465.84 436.05
c) Letters of Credit (L/C) 996.66 1,280.83
Total 6,583.35 6,478.19
Note:
Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1.03.2007, the Company has started paying differential Excise Duty on sales made to a customer (which is the subject matter of dispute in the aforesaid demands) since September'2010 under protest. The aggregate of such payment made under protest up to the year-end amounts to Rs. 238.62 Lacs (Previous year - Rs. 38.68 lacs). The same has been adjusted against unutilized CENVAT balance of the said customer lying with the Company based on the instructions received from the customer.
Note 4:
The Company had challenged the constitutional validity of entry tax collected by State of Madhya Pradesh on goods purchased from other states by fling a writ petition in Honorable High Court of Madhya Pradesh on 30th August, 2007. The petition was decided against the Company during the previous year. The Company had fled a special leave petition (SLP) before the Honorable Supreme Court, again challenging the constitutional validity of Entry Tax. As per the interim order passed by Supreme Court, the Company has been directed to deposit the unpaid Entry tax before the petition is decided.
The Company has already deposited Entry tax aggregating to Rs. 858.71 Lacs (Previous year - Rs. 606.15 Lacs) including interest Rs. 1.47 lacs (Previous year - Rs. 1.47 Lacs) for the period from April 2007 to Dec 2011 to the authorities, under protest (included in Note 20: 'Short Term Loans and Advances'). Balance amount of Entry tax payable for the period from january, 2012 to March 2012 aggregates to Rs. 118.30 Lacs, which will be deposited subsequently, under protest.
The Supreme Court has transferred the above SLP to a Higher Bench before the Chief justice of the Supreme Court of India for decision, which is pending. The Company is hopeful that the matter will be decided in its favor and hence no provision for the above is required in the accounts at this stage.
Note 5:
The Company has an agreement with a party for the purpose of engaging into a jointly Controlled Operations (jCO) to manufacture market and sell fabricated automobile bodies and components to Original Equipment Manufacturers and to other customers, at jamshedpur. As per the agreement, the Company and the other venture have agreed to share the distributable cash flow from the jCO after paying all taxes in the ratio of 60:40 respectively. In addition to the above, the Company is required to pay a fixed sum for grant of license to use the factory premises of the other venture for the purposes of the operations as follows:
In year 1 Ã Rs. 300,000 per month In year 2 Ã Rs. 315,000 per month In year 3 Ã Rs. 330,750 per month
Accordingly, 40% share of Profit from the operations for the year ended March 31, 2012 of Rs. 79.33 Lacs (Previous year- loss of Rs. 32 Lacs) have been transferred to the joint venture partner and disclosed as "Other expenses" in Note 27.
Note 6:
As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
i) Dues remaining unpaid as at the year-end
Principal - Rs. 8.20 Lacs (Previous year Rs. 9.71 Lacs)
Interest - Rs. 14.70 Lacs (Previous year Rs. 13.51 Lacs)
ii) Interest paid in terms of Section 16 of the MSMED Act - Rs. nil (previous Year - Rs. nil)
iii) Amount of interest due and payable for the year of delay in making Payments - Rs. 1.19 Lacs (Previous year Rs. 1.05 Lacs)
iv) Amount of interest accrued and remaining unpaid as at the year-end - Rs. 14.70 Lacs (Previous year Rs. 13.51 Lacs)
v) Amount of interest due and payable on previous year's outstanding amount - Rs..13.51 Lacs. (Previous year Rs. 12.46 Lacs)
Note 7:
(a) Contributions are made to Provident Funds which covers all regular employees. Amount recognised as expense in respect of these Defined contribution plans, aggregate to Rs. 64.85 Lacs (Previous year Rs. 67.36 Lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using 'Projected unit Credit' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss account.
Note 8:
The principal business of the Company is sheet metal fabrication and bodybuilding. All other activities of the Company revolve around its main business. Hence, there is only one reportable business segment as Defined by Accounting Standard 17 Ã "Segment Reporting" (AS 17).
Note 9:
In view of inadequacy of Profits in the previous year, the Company had applied to the Central Government for approval of the remuneration paid to the Managing Director and Whole Time Director. The Company has received approval from the Central Government on 25th October, 2011 for payment of annual remuneration of Rs. 84 lacs to Mr. Ajay Gupta (Whole Time Director) and Rs. 32.52 lacs to Mr. Kailash Gupta (Managing Director) for 2010-11. Consequent to the approval, remuneration paid to Mr. Ajay Gupta for the year ended March 31, 2012 has been reversed by Rs. 16.86 lacs being excess remuneration paid for the year ended March 31, 2012.
Note 10:
The Company during the year has availed External Commercial Borrowing (ECB) of uSD 6mn (Rs. 2957 lacs) for construction of new facility, for the purpose of manufacture of vehicle bodies in jabalpur. Total capital expenditure (including Capital advances) incurred on the project till March 31, 2012 aggregates to Rs. 4659.61 lacs.
The borrowing costs attributable to the aforesaid project aggregating Rs. 411.64 lacs (Previous year Rs. Nil) incurred during the year have been carried forward under Capital work-in-progress in accordance with AS 16 on 'Borrowing Costs' (Refer Note 26).
Note 11:
The figures of the previous year have been regrouped wherever necessary to correspond with those of the current year in- line with the Revised Schedule VI to the Companies Act, 1956.
The estimated amount of contracts remaining to be executed on capital account, and not provided for (net of advances) as at 31 st March, 2011 Rs. 8,680.70 lacs (Previous year: Rs. 152.84 lacs) (including in respect of loint Venture Rs. 130.09 lacs (Previous year Rs. Nil)).
2. Contingent liabilities:
Rs. in Lacs
As at 31st March, 2011 As at 31st March ,2010
a) Disputed demands of following authorities
Income tax 19.68 18.58
Excise duty ( Rs.19.41 lacs (Previous Year Rs.16.41 lacs) paid under protest) 4,663.64 1,727.38 (Also Refer Note No. 1 below)
Sales tax ( Rs. 7.70 lacs ( Previous Year Rs. Nil) paid under protest) 77.03 -
employees State Insurance Corporation (ESIC) (Refer Note No. 2 below) 0.96 -
(The Company has contested these demands before various authorities and is hopeful of success in the respective matters)
b) Bank Guarantee (Given as performance guarantee) 436.05 293.57
c) Letters of Credit (L/C) 1,280.83 12.65
Total 6,456.92 2,052.18
Note:
1) Pursuant to the Rule 10(A) of Central Excise Rules, 2002 which was inserted vide Notification no. 9/2007-CE(N.T) dated 1.03.2007, the Company has started paying differential Excise Duty on sales made to a customer (which is the subject matter of dispute in the aforesaid demands) since September 2010 under protest. The aggregate of such payment made under protest up to the year-end amounts to Rs. 38.68 lacs (Previous Year Nil).
3) The Company is in the process of filling reply with the ESIC authorities, as the said demand has arisen due to payment of ESIC dues under an incorrect code which needs to be rectified by the authorities.
4. The Company had challenged the constitutional validity of entry tax collected by State of Madhya Pradesh on goods purchased from other states by filing a writ petition in Honorable High Court of Madhya Pradesh on 30th August, 2007. The petition was decided against the Company during the previous year. The Company had filed a special leave petition (SLP) before the Honorable Supreme Court, again challenging the constitutional validity of Entry Tax. As per the interim order passed by Supreme Court, the Company has been directed to deposit the unpaid Entry tax before the petition is decided.
The Company has already deposited Entry tax aggregating to Rs. 606.15 lacs (Including Interest Rs. 1.47 lacs) for the period from April 2007 to Dec 2010 to the authorities, under protest (included in Schedule 10: 'Loans and Advances'). Balance amount of Entry tax payable forthe period from January 2011 to March 2011 aggregates to Rs. 45.11 lacs, which will be deposited subsequently, under protest.
The Supreme Court has transferred the above SLP to a Higher Bench before the Chief Justice of the Supreme Court of India for decision, which is pending. The Company is hopeful that the matter will be decided in its favor and hence no provision forthe above is required in the accounts at this stage.
5. The Company operates in the business of sheet metal fabrication and bodybuilding. Due to the nature of the production activities, wherein fixed assets like plant and machinery can be put to multiple uses and multiple activities can be carried out simultaneously in production premises etc., changes in related technology may not materially affect the productivity of the Company in future. Accordingly, the fixed assets acquired/purchased after 1st January, 2011 are being depreciated using the straight line method overthe management's estimate of useful life of these assets. Due to this change in providing for depreciation, the depreciation charge forthe year is lower and the written down value of such assets is higher by Rs. 6.68 lacs and the profit after tax for the year is higher by Rs. 6.62 lacs.
6. During the previous year, the Company has entered into an agreement with a party for the purpose of engaging into a Jointly Controlled Operations (]C0) to manufacture market and sell fabricated automobile bodies and components to Original Equipment Manufacturers and to other customers, at ]amshedpur. Per the agreement, the Company and the other venturer have agreed to share the distributable cash flow from the ]C0 after paying all taxes in the ratio of 60:40 respectively. In addition to the above, the Company is required to pay a fixed sum for grant of license to use the factory premises of the other venture for the purposes of the operations as follows:
In year 1 - Rs. 300,000 per month
In year 2- Rs. 315,000 per month
In year 3 - Rs. 330,750 per month
Accordingly, 40% share of loss from the operations for the year ended 31st March, 2011 aggregating to Rs. 32.00 lacs (Previous Year- Rs. 5.59 lacs) has been transferred to the joint venture partner and disclosed as "Other income" in Schedule 14.
7. During the previous year, pursuant to the resolution passed by the shareholders at the Extraordinary General Meeting held on 18th March, 2010, the Company has sub-divided each Equity share of Rs. 100/- each into 10 shares of Rs. 10/- each.
Further, the Company, during the previous year has issued 36,767,760 Equity shares of Rs. 10/- each as bonus shares at the rate of 6 shares for each share held at 18th March, 2010 aggregating to Rs. 3,676.77 lacs by way of capitalisation of Securities premium account and balance in Profit and Loss Account respectively.
8. As per the information available with the company, the following are the details of dues to the creditors who have confirmed their registration under the Micro, Small and Medium Enterprises Development Act, 2006. (MSMED Act)
i) Dues remaining unpaid as at the year-end
Principal - Rs.9.71 lacs (Previous Year 15.35 lacs) Interest - Rs.1.05 lacs (Previous Year 12.46 lacs)
ii) Interest paid in terms of Section 16 of the MSMED Act- Nil (Previous Year-Nil)
iii) Amount of interest due and payable for the year of delay in making payments- Rs. 1.05 lacs (Previous Year Rs. 3.62 lacs) iv) Amount of interest accrued and remaining unpaid as at the year-end - Rs.13.51 lacs (Previous Year Rs. 12.46 lacs) v) Amount of interest due and payable on previous year's outstanding amount - Rs.-12.46 lacs. (Previous Year Rs. 8.84 lacs)
9. (a) Contributions are made to Provident Funds which covers all regular employees. Amount recognised as expense in respect of these defined contribution plans, aggregate to Rs. 67.36 lacs (previous year Rs. 44.77 lacs).
Provision is made for gratuity based upon actuarial valuation done at the end of every financial year using 'Projected Unit Credit' method and it covers all regular employees. Gains and losses on changes in actuarial assumptions are accounted for in the Profit and Loss account.
10. The principal business of the Company is sheet metal fabrication and bodybuilding. All other activities of the Company revolve around its main business. Hence, there is only one reportable business segment as defined by Accounting Standard 17- "Segment Reporting" (AS 17).
11. During the year, the Company successfully completed the Initial Public Offering (IPO) of its shares which are now listed on the Bombay Stock Exchange and the National Stock Exchange. The IPO consisted of issue of 1,20,47,244 Equity Shares of Rs. 10/- each issued at a premium of Rs. 117 each, aggregating to Rs.127.
The expenses relating to the IPO aggregating to Rs.1,257.48 lacs, have been adjusted from the Securities premium account received as stated above in accordance with section 78 of the Companies Act, 1956.
12. Figures of previous year are regrouped wherever necessary to correspond with the figures of the current year.
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