Mar 31, 2025
(a) Pursuant to the approval granted by the Investment Committee of the Board of Directors of the Company, the Company had executed a Joint Venture Agreement with Seino Holdings Co., Ltd, Japan ("Seinoâ) on 30 May 2024 to enable the formation of a Joint Venture company ("JVCoâ) in India, for carrying on the business of providing warehousing and trucking services and related services thereto primarily to Japanese automobile companies and Japanese auto ancillary companies and / or their respective automobile and / or auto ancillary Affiliates in India, and such other matters as may be agreed from time to time.
Pursuant to the above, "Seino MLL Logistics Private Limitedâ was incorporated on 23 October 2024. On 16 December 2024, the Company acquired 20,00,000 equity shares of ? 10 each fully paid as joint venture investment in Seino MLL Logistics Private Limited amounting to ? 2 crores for cash consideration.
(b) The Company acquired 5,00,00,000 equity shares on 28 October 2024 and 3,50,00,000 equity shares on 27 March 2025 of Rs. 10 each fully paid pursuant to the rights offer made by MLL Express Services Private Limited amounting to Rs. 85 crores for cash consideration.
(c) On 4 March 2025, MLL Global Logistics Limited, a wholly owned subsidiary of the Company which was incorporated in United Kingdom, had obtained the consent of its shareholders for its voluntary dissolution and has made an application for strike-off and dissolution with the Registrar of Companies, United Kingdom.
Impairment testing of subsidiaries
The Company has made long term strategic investments in Express business (MLL Express Services Private Limited, "MESPLâ), which has incurred losses owing to expenses for building the market share and scaling the operations. The Company carried out an impairment assessment basis fair value of the entity determined by a valuer using discounted future cashflows approach ("DCFâ). The recoverable amount is determined based on value in use. The determination of recoverable amount involves significant judgements such as future projection of revenue, EBITDA (earnings before interest, taxes, depreciation, and amortisation), weighted average cost of capital and terminal growth on the current and anticipated market conditions along with the actions planned by the management and approved by the Audit Committee and the Board have been considered for this evaluation. Based on the above, no impairment was identified as of 31 March 2025 as the recoverable amount is higher than carrying value. The recoverable amount is significantly dependent on achievement of revenue growth and any change in revenue growth projection could have an impact on recoverable value. Based on the sensitivity analysis performed by the management a 0.5% to 2% decrease in the weighted average revenue growth rate reduces the recoverable value by ? 28 to ? 35 crores which does not result in an impairment of the asset''s carrying amount.
(ii) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having a par value of ? 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the board of directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Nature and purpose of other reserves:Securities Premium Reserve:
Securities premium account is created when shares are issued at premium. The reserve can be utilized in accordance with the provisions of the Companies Act, 2013.
Equity-settled employee benefits reserve:
Equity settled employee benefit reserve represents reserve towards the premium for the equity shares to be issued against the options granted.
Retained Earnings:
Retained earnings represents the accumulated surplus. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
I n respect of the current year, the Board has proposed a final dividend of ? 2.50 per equity share of the Company. Dividend will be payable subject to the approval of the Members at the ensuing Annual General Meeting and deduction of tax at source to those Members whose names appear in the Register of Members / List of beneficial owners as on Book Closure date and has not been included as a liability in these financial statements. The total estimated equity dividend to be paid is ? 18.03 crores. The payment of this dividend will not have any tax consequences for the Company.
I n the month of July 2024, final dividend of ? 2.50 per share (total dividend ? 18.01 Crores) was paid to the Members of the Company in compliance with requirements of the Companies Act, 2013.
i) Salaries and wages includes salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service.
ii) Contribution to provident fund and other funds includes contributions to other funds like superannuation fund, ESIC, etc. pertaining to employees.
iii) Share based payment
The Company has in force two Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS 2012â) and Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018â).
Each option carries with it the right to purchase one equity share of the Company at the exercise price determined by the Company under the respective schemes at the time of grant. The vesting pattern of the schemes is in a graded manner as per the vesting criteria approved by the Nomination and Remuneration Committee of the Board ("NRCâ) for each grant.
During the financial year under review, in accordance with the RSU Plan 2018 as approved by the Shareholders vide special resolutions dated 2 August 2018 and 27 July 2021, the NRC granted 57,238 Restricted Stock Units ("RSUsâ) to the eligible employees of the Company and its subsidiary company which vests on the expiry of 12 months, 24 months, 36 months from the grant date.
The RSUs upon vesting basis the vesting criteria approved by the NRC are exercisable over a period of one year from the date of vesting.
No new grants were made in KESOS Scheme 2012 during the year under review and all the options vested under the said scheme have been exercised in full until previous years.
The Company had on 30 March 2023, entered into a Business Transfer Agreement with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPLâ), a wholly-owned subsidiary of the Company for the sale / transfer of its Express Network business as a going concern on slump exchange basis, for consideration of ? 20.83 crores payable by MESPL by way of issue of equity shares, effective 1 April 2023. The Company has recognised gain of ? 1.50 crores as an ''exceptional item'' in the Statement of Profit and Loss for the year ended 31 March 2024.
Pursuant to the approval granted by the Investment Committee of the Board of Directors of the Company, at its meeting held on 20 December 2023, the Company had entered into a Share Purchase Agreement ("Agreementâ) with Transtech Logistics Private Limited ("TLPLâ) an associate of the Company and the Promoters of TLPL, for sale/transfer of the 39.79% stake held by the Company in TLPL i.e., 100 equity shares of ? 10 each and 65,988 Compulsorily Convertible Preference Shares of ? 50 each, for a consideration of ? 0.01 Crores to be discharged by the Promoters of TLPL in cash to the Company. Pursuant to this, TLPL ceased to be an associate of the Company effective 20 December 2023. The Company has recognised gain of ? 0.01 Crores as an ''exceptional item'' in the Statement of Profit and Loss for the year ended 31 March 2024.
iii) Financial Risk Management Framework
The Company''s activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.
Trade receivables and deposits
(i) Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.
(ii) Trade receivables consist of a large number of customers, spread across diverse industries and places across India.
(iii) Apart from one large customer of the company, the Company does not have significant credit risk exposure to any single customer. Concentration of credit risk related to a single company did not exceed 15% of trade receivables at the end of the year.
(iv) The Company applies the simplified approach to provide for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company and individual receivable specific provision where applicable.
(v) There is no change in estimation techniques or significant assumptions during the reporting year.
(viii) During the year, the Company has written off ? 2.67 Crores (2024: ? 6.44 Crores) of trade receivables and ? 0.34 Crores (2024: ? 0.32 Crores) advances given. These trade receivables and deposits are not subject to enforcement activity.
Cash and Cash equivalents
As at 31 March 2025, the Company holds cash and cash equivalents of ? 43.36 Crores (2024: ? 15.31 crores). The cash and cash equivalents are held with banks with good credit rating.
(i) The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.
The above table details the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
The contractual maturity is based on the earliest date on which the Company may be required to pay.
The above table details the Company''s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company''s liquidity risk management as the liquidity is managed on a net asset and liability basis.
c) Market Risk Management Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. All such transactions are carried out within the guidelines set by the Board of Directors.
There has been no significant changes to the Company''s exposure to market risk or the methods in which they are managed or measured.
Currency Risk
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company''s exposure to currency risk relates primarily to the Company''s operating activities when transactions are denominated in a different currency from the Company''s functional currency.
I EMPLOYEE BENEFITSa) Defined Contribution Plan
The Company''s contribution to Provident Fund, superannuation Fund and other funds aggregating ? 12.79 Crores (2024: ? 12.41 Crores) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
Gratuity
a) The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Group scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the Group Gratuity Scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
b) Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) Asset volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.
As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.
(2) Change in bond yields
A decrease in government bond yields will increase plan liabilities.
(3) Inflation risk
Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
(4) Life expectancy
The majority of the plan''s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan''s liabilities. This is particularly significant in the Group''s defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.
Explanation for change in the ratios by more than 25% :
(i) Debt-equity Ratio : Debt-equity Ratio has increased from 0.12 times in previous year to 0.21 times in current year due to increase in borrowing during the year.
(ii) Debt service coverage Ratio : Debt service coverage ratio has increased from 1.19 times in previous year to 1.64 times in current year due to decrease in current borrowings during the year
(iii) Return on Equity: Return on equity ratio has declined from 9.51% to 6.33% majorly due to increase in operating expenses and finance cost during the year.
(iv) Net Profit : Net profit ratio has declined from 1.37% to 0.87% majorly due to increase in operating expenses and finance cost during the year.
iii) The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.
iv) The Company did not have any transaction which had not been recorded in the books of account that had 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).
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9 CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities |
('' Crores) |
|
|
Particulars |
Year ended 31 March 2025 |
Year ended 31 March 2024 |
|
Contingent liabilities (to the extent not provided for) |
||
|
Claims against the group not acknowledged as debt |
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|
a) VAT |
22.77 |
22.89 |
|
b) Service Tax |
3.85 |
3.68 |
|
c) Income Tax |
3.12 |
3.12 |
|
d) GST |
151.09 |
141.24 |
|
e) Corporate Guarantee for Subsidiary |
140.00 |
220.00 |
|
f) Other Matters |
13.43 |
11.11 |
|
Notes: i) The Company does not expect any payout in respect of the above contingent liabilities. ii) It is not practicable to estimate the timings of cash outflows, if any, in respect of matters at (a) to (d) above, pending resolution of appellate/court proceedings. |
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9 ADDITIONAL REGULATORY INFORMATION
i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediariesâ) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Mar 31, 2024
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
Contingent Liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
Contingent Assets
A contingent asset is disclosed where an inflow of economic benefits is probable.
Financial assets and financial liabilities are recognised when a company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All regular way purchases or sales of financial assets are recognised and derecognised on a settlement date basis. Regular way purchases or sales are
purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):
i. the financial asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
ii. the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
For the impairment policy on financial assets measured at amortised cost, refer note no 2.18.4
I nvestments in subsidiaries: All investments in subsidiaries are valued at cost.
All other financial assets are subsequently measured at fair value.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
I ncome is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in profit or loss and is included in the "Other incomeâ line item.
I nvestments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in Other Comprehensive Income for investments in equity instruments which are not held for trading.
A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ''Other Income'' line item. Dividend on financial assets at FVTPL is recognised when the Company''s right to receive the dividend is established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount of dividend can be measured reliably.
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL. Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets).
The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition.
Significant increase in credit risk When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.
For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in Other Comprehensive Income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in Other Comprehensive Income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in Other Comprehensive Income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.
⢠For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or loss except for those which are
designated as hedging instruments in a hedging relationship.
⢠Changes in the carrying amount of investments in equity instruments at FVTOCI relating to changes in foreign currency rates are recognised in Other Comprehensive Income.
⢠For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in Other Comprehensive Income.
Debt and equity instruments issued by a company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a company entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company''s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company''s own equity instruments.
The component parts of compound financial instruments (convertible loan notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial
asset for a fixed number of the Company''s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument''s maturity date.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound financial instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to other component of equity. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.
All financial liabilities are subsequently measured at amortised cost using effective interest rate.
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ''Finance costs'' line item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of financial liability.
An item of income or expense which by its size, type or incidence is material & requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and disclosed as such in the financial statements.
Basic and diluted earnings per share is computed by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year, in accordance with Ind AS 33.
In the application of the Company''s accounting policies, which are described in Note 2, the management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
As described in note 2.12 above, the Company reviews the estimated useful lives of Property, Plant and Equipment at the end of each annual reporting period.
(ii) Defined Benefit Plans
The cost of the defined benefit plans and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making assumptions that may differ from actual developments in the future. These include the determination of discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(iii) Fair Value of financial assets and liabilities and investments
The Company measures certain financial assets and liabilities on fair value basis at each balance sheet date or at the time they are assessed for impairment. Fair value measurement that are based on significant unobservable inputs (Level 3) requires estimates of operating margin, discount rate, future growth rate, terminal values etc. based on management''s best estimate about future developments.
(iv) Leases
I nd AS 116 requires lessees to determine the lease term as the non- cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by lease basis and there by assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.
The investments in subsidiaries are carried at cost and was tested for impairment in accordance with provisions applicable to impairment of non-financial assets.
The recoverable amount is determined based on value in use. The determination of recoverable amount involves significant judgements such as future projection of revenue, EBITDA (earnings before interest, taxes, depreciation, and amortisation), weighted average cost of capital and terminal growth. The recoverable amount is significantly dependent on achievement of revenue growth and any change in revenue growth projection could have an impact on recoverable value. Based on the above, no impairment was identified as of 31 March 2024 as the recoverable amount is higher than carrying value.
The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company has considered subsequent recoveries, past trends, credit risk profiles of the customers based on their industry, macroeconomic forecasts and internal and external information available to estimate the probability of default in future.
Ministry of Corporate Affairs ("MCAâ) notifies new standard or amendments to the existing standards. There is no such notification which is applicable from 1 April 2024.
The Company had on 30 March 2023, entered into a Business Transfer Agreement with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPLâ), a wholly-owned subsidiary of the Company for the sale / transfer of its Express Network business as a going concern on slump exchange basis, for consideration of '' 20.83 crores payable by MESPL by way of issue of equity shares, effective 1 April 2023. The Company has recognised gain of '' 1.50 crores as an ''exceptional item'' in the Statement of Profit and Loss for the year ended 31 March 2024.
On 30 March 2023, pursuant to approval granted by the Investment Committee of the Board of Directors, the Company entered into a Business Transfer Agreement (BTA) with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPLâ), wholly-owned subsidiary of the Company for sale / transfer of the Express Network business of the Company as a going concern on slump exchange basis, effective 1 April 2023, for a lump sum consideration of ? 20.83 Crores to be discharged by MESPL through issue of equity shares to the Company, on the terms and conditions more specifically defined in the said agreement. The completion of the transaction is subject to the conditions of the BTA.
Accordingly the Company has classified the Assets and Liabilities pertaining to Express Network business under the head "held for saleâ in balance sheet as at 31 March 2023. The said transaction was completed during the year.
a) The Company''s capital management objectives are:
- to ensure the Company''s ability to continue as a going concern.
- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
b) For the purpose of Company''s capital management, capital includes issued share capital, equity as well as preference, all other Equity reserves and Borrowings. The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
c) The following table shows the components of capital:
The Company''s activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.
Trade receivables and deposits
(i) Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.
(ii) Trade receivables consist of a large number of customers, spread across diverse industries and places across India.
(iii) Apart from one large customer of the Company, the Company does not have significant credit risk exposure to any single customer. Concentration of credit risk related to a single Company did not exceed 15% of trade receivables at the end of the year.
(iv) The Company applies the simplified approach to provide for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company and individual receivable specific provision where applicable.
(v) There is no change in estimation techniques or significant assumptions during the reporting year.
The Company has Nil investments as at 31 March 2024 (? 65.04 crores as at 31 March 2023) in growth oriented mutual funds which have not been impaired till date.
Cash and Cash equivalents
As at 31 March 2024, the Company holds cash and cash equivalents of ? 15.31 crores (As at 31 March 2023 ? 114.64 crores).
The cash and cash equivalents are held with banks with good credit rating.
(i) The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.
(ii) Maturities of financial liabilities
Table showing maturity profile of financial liabilities
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. All such transactions are carried out within the guidelines set by the Board of Directors.
There has been no significant changes to the Company''s exposure to market risk or the methods in which they are managed or measured.
Currency Risk
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company''s exposure to currency risk relates primarily to the Company''s operating activities when transactions are denominated in a different currency from the Company''s functional currency.
The Company''s contribution to Provident Fund, superannuation Fund and other funds aggregating ? 12.41 crore (2023: ? 12.57 crore) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
Gratuity
a) The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the Group Gratuity Scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
b) Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) Asset volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.
As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.
(2) Change in bond yields
A decrease in government bond yields will increase plan liabilities.
(3) Inflation risk
Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
(4) Life expectancy
The majority of the plan''s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan''s liabilities. This is particularly significant in the Company''s defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.
i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediariesâ) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
iii) The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.
iv) The Company did not have any transaction which had not been recorded in the books of account that had 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).
Previous year numbers have been regrouped wherever necessary.
For and on behalf of the Board of Directors
Mahindra Logistics Limited
Chairman Managing Director & CEO
DIN: 02719429 DIN: 01300682
Chief Financial Officer Company Secretary
Mumbai, 22 April 2024 Membership No: ACS20413
Mar 31, 2023
# On 9 November 2021, pursuant to approval granted by the Investment Committee of the Board of Directors, the Company entered into Share Purchase Agreement to: (a) Acquire 100% paid-up share capital of Meru Mobility Tech Private Limited ("MMTPLâ), V-Link Fleet Solutions Private Limited ("VFSPLâ), and V-Link Automotive Services Private Limited ("VASPLâ) from Meru Travel Solutions Private Limited ("MTSPLâ), a Fellow Subsidiary of the Company; and (b) Acquire 100% paid-up share capital of MTSPL from Mahindra & Mahindra Limited ("M&Mâ), Holding and Promoter Company of the Company. Following the completion of the acquisition, MMTPL became wholly owned subsidiary on 12 May 2022. VFSPL and VASPL became wholly owned subsidiaries of the Company on 13 May 2022. MTSPL became a wholly-owned subsidiary of the Company on 17 May 2022.
## On 28 February 2022, pursuant to approval granted by the Investment Committee of the Board of Directors, the Company had entered into Share Purchase Agreement, Share Subscription Agreement and Shareholders' Agreement for acquisition of up to 43,972 equity shares and for subscribing up to 63,200 Series A Compulsorily Convertible Cumulative Preference Shares ("CCCPSâ) of Zipzap Logistics Private Limited ("Whizzard''), in tranches, resulting in the Company holding in aggregate up to 60% of Share Capital of Whizzard, on a fully diluted basis, upon completion. During the quarter, on 8 April 2022, the Company acquired 21,327 equity shares and subscribed to 31,600 CCCPS, on a fully diluted basis of Whizzard, in aggregate, constituting 36% of the Share Capital of Whizzard. With this, Whizzard became an Associate of the Company effective from 8 April 2022.
i)    Refer Note 37 (iii) for disclosures related to credit risk, impairment of trade receivables under expected credit loss model and related disclosures.
ii)    The company applies the simplified approach to provide for expected credit losses prescribed by IND AS 109, which permits the use of the lifetime expected credit loss provision for all trade receivables. The company has expected credit losses based on a provision matrix which uses historical credit loss experience of the Company.
iii) Â Â Â Trade Receivables were hypothecated to Banks against working capital facility during year ended 31 March 2022.
(ii) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having a par value of ? 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the board of directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Nature and purpose of other reserves:Securities Premium Reserve:
Securities premium account is created when shares are issued at premium. The reserve can be utilized in accordance with the provisions of the Companies Act, 2013.
Equity-settled employee benefits reserve:
Equity settled employee benefit reserve represents reserve towards the premium for the equity shares to be issued against the options granted.
Retained Earnings:
Retained earnings represents the accumulated surplus. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
I n respect of the current year, the Board has proposed a final dividend of ? 2.50 per equity share of the Company. Dividend will be payable subject to the approval of the Members at the ensuing Annual General Meeting and deduction of tax at source to those Members whose names appear in the Register of Members / List of beneficial owners as on Book Closure date and has not been included as a liability in these financial statements. The total estimated equity dividend to be paid is ? 18.01 crores. The payment of this dividend will not have any tax consequences for the Company.
I n the month of August 2022, final dividend of ? 2.00 per share (total dividend ? 14.39 Crores) was paid to the Members of the Company in compliance with requirements of the Companies Act, 2013.
i)    Salaries and wages includes salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service.
ii)    Contribution to provident fund and other funds includes contributions to other funds like superannuation fund, ESIC, etc. pertaining to employees.
iii) Â Â Â Share based payment
The Company has in force two Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS 2012â) and Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018â).
Each option carries with it the right to purchase one equity share of the Company at the exercise price determined by the Company under the respective schemes at the time of grant. The vesting pattern of the schemes is in a graded manner as per the vesting criteria approved by the Nomination and Remuneration Committee of the Board ("NRCâ) for each grant.
During the financial year under review, in accordance with the RSU Plan 2018 as approved by the Shareholders vide special resolutions dated 2 August 2018 and 27 July 2021 the NRC granted 68,839 Restricted Stock Units ("RSUs'') to the eligible employees of the Company and its subsidiary company which vests on the expiry of 12 months, 24 months, 36 months from the grant date.
The RSUs upon vesting basis the vesting criteria approved by the NRC are exercisable over a period of one year from the date of vesting.
No new grants were made in KESOS Scheme 2012 during the year under review and all the options vested under the said scheme have been exercised in full until previous years.
iv) Information in respect of options outstanding:
On 26 September 2022, pursuant to approval granted by the Investment Committee of the Board of Directors, the Company entered into a Business Transfer Agreement (BTA) with MLL Mobility Private Limited (formerly known as Meru Mobility Tech Private Limited) ("MMPLâ), wholly-owned subsidiary of the Company for sale/transfer of the Enterprise Mobility business of the Company as a going concern on slump exchange basis, effective 1 October 2022, for a lump sum consideration of ? 36.12 crores.
Consideration has been discharged by MMPL through issue of 2,87,204 equity shares of ?10 each. Resultant gain of ? 2.70 crores from the transaction has been presented as exceptional item.
9 ASSETS & LIABILITIES HELD FOR SALE
On 30 March 2023, pursuant to approval granted by the Investment Committee of the Board of Directors, the Company entered into a Business Transfer Agreement (BTA) with MLL Express Services Private Limited (formerly known as Meru Travel Solutions Private Limited) ("MESPLâ), wholly-owned subsidiary of the Company for sale / transfer of the Express Network business of the Company as a going concern on slump exchange basis, effective 1 April 2023, for a lump sum consideration of ? 20.83 crores to be discharged by MESPL through issue of equity shares to the Company, on the terms and conditions more specifically defined in the said agreement. The completion of the transaction is subject to the conditions of the BTA.
Accordingly the Company has classified the Assets and Liabilities pertaining to Express Network business under the head "held for saleâ in balance sheet as at 31 March 2023.
I FINANCIAL INSTRUMENTS
i) Capital Management Policy
a) Â Â Â The Company's capital management objectives are:
- Â Â Â to ensure the Company's ability to continue as a going concern.
-    to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
b)    For the purpose of Company's capital management, capital includes issued share capital, equity as well as preference, all other Equity reserves and Borrowings. The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
iii) Financial Risk Management Framework
The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.
Trade receivables and deposits
(i)    Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.
(ii)    Trade receivables consist of a large number of customers, spread across diverse industries and places across India.
(iii)    Apart from one large customer of the Company, the Company does not have significant credit risk exposure to any single customer. Concentration of credit risk related to a single Company did not exceed 15% of trade receivables at the end of the year.
(iv)    The Company's applies the simplified approach to providing for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company's has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company's and individual receivable specific provision where applicable.
(v) Â Â Â There is no change in estimation techniques or significant assumptions during the reporting year.
(viii) During the year, the Company has written off ? 4.3 crores ( Previous year ? -0.92 crores) of trade receivables and ? 0.69 crores (Previous year ? 0.12 crores) deposits given. These trade receivables and deposits are not subject to enforcement activity.
The Company has ? 65.04 crores investments as at 31 March 2023 (? 116.08 crores as at 31 March 2022) in growth oriented mutual funds which have not been impaired till date.
Cash and Cash equivalents
As at 31 March 2023, the Company holds cash and cash equivalents of ? 114.64 crores (As at 31 March 2022 ? 131.05 crores).
The cash and cash equivalents are held with banks with good credit rating.
(i)    The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
(ii) Â Â Â Maturities of financial liabilities
Table showing maturity profile of financial liabilities
The above table details the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.
The contractual maturity is based on the earliest date on which the Company may be required to pay.
(iii) Financing arrangements
The Company has access to following undrawn borrowing facilities at the end of the reporting year:
The above table details the Company's expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company's liquidity risk management as the liquidity is managed on a net asset and liability basis.
c) Market Risk Management Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. All such transactions are carried out within the guidelines set by the Board of Directors.
There has been no significant changes to the Company's exposure to market risk or the methods in which they are managed or measured.
The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant.
i)    The management of the Company has chosen to organise the Company on the basis of nature of services. No operating segments have been aggregated in arriving at the reportable segments of the Company.
ii)    The operating segments have been identified based on its services and had two reportable segments until 30 September 2022 as follows:
a. Â Â Â Supply Chain Management- Goods transportation service including warehouse management service.
b. Â Â Â Enterprise Mobility Services - People transportation service.
Consequent to sale / transfer of the Enterprise Mobility business to MLL Mobility Private Limited effective 1 October 2022, the Company operates in a single segment i.e. Supply Chain Management (SCM) - Goods transportation service, including warehouse management service. Pursuant to this, segment figures of previous year are not comparable with current year.
iii)    The Chief Operating Decision Maker (CODM) monitors the operating results of the business segments separately for the purpose of making decisions about the allocation of resources and performance assessment.
a) Unallocable Expenditure/Assets:
(i)    Finance income and costs, fair value gains and losses on financial assets and indirect expenses are not allocated to individual segments as the underlying instruments are managed on an entity basis.
(ii)    Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on an entity basis.
(iii)    The accounting policies of the reportable segments are the same as the Company's accounting Policies described in Note 2.20.
There is no difference between segment profit as reviewed by Chief Operating Decision Maker (CODM) and the profit
before tax as appearing in the financial statements.
I EMPLOYEE BENEFITSa) Â Â Â Defined Contribution Plan
The Company's contribution to Provident Fund, superannuation Fund and other funds aggregating ? 12.57 crore (2022: ? 11.38 crore) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
b) Â Â Â Defined Benefit Plans:
Gratuity
a)    The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the Group Gratuity Scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
b)    Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) Â Â Â Asset volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.
As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.
(2) Â Â Â Change in bond yields
A decrease in government bond yields will increase plan liabilities.
(3) Â Â Â Inflation risk
Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
(4) Â Â Â Life expectancy
The majority of the plan's obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan's liabilities. This is particularly significant in the Company's defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.
i)    The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.
ii)    The methods and types of assumptions used in preparing the sensitivity analyses did not change compared to previous year.
iii) Â Â Â The weighted average duration of the defined benefit obligation as at 31 March 2023 is 7 years.
The remuneration of directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends. The separate actuarial valuation figures are not available for key managerial personnel.
Explanation for change in the ratios by more than 25% :
(i)    Return on Equity (%) : Return on Equity in the current year has improved from 4% in previous year to 10.73% in current year on the base of higher profit for the year.
(ii) Â Â Â Inventory Turnover Ratio (times) : Inventory Turnover Ratio has increased from 6.55 times in previous year to 7.64Â times in current year on the lower base of inventory and higher utilization during the year.
(iii)    Net capital turnover ratio (times) : Net capital turnover ratio in the current year has changed from 23.28 in previous year to (94.93) in current year on the base of negative average working capital on account of increase in the current liabilities.
(iv)    Net profit (%) : Net Profit in the current year has improved from 0.67% in previous year to 1.44% in current year on the base of higher profit for the year.
(v)    Return on capital employed (%) : Return on capital employed in the current year has improved from 10.22% in previous year to 15.32% in current year on the base of higher profit for the year.
|
9 CONTINGENT LIABILITIES AND COMMITMENTS A - Contingent Liabilities |
 |
(' Crores) |
|
Particulars |
Year ended 31 March 2023 |
Year ended 31 March 2022 |
|
Contingent liabilities (to the extent not provided for) |
||
|
Claims against the Company not acknowledged as debt |
||
|
a) VAT |
22.89 |
19.40 |
|
b) Service Tax |
3.52 |
3.36 |
|
c) Income Tax |
3.19 |
3.19 |
|
d) Corporate Guarantee for Subsidiary |
220.00 |
 |
|
e) Other Matters |
9.39 |
7.43 |
|
Notes: |
 |  |
|
i)    The Company does not expect any payout in respect of the above contingent liabilities. ii)    It is not practicable to estimate the timings of cash outflows, if any, in respect of maters at (a) to (d) above, pending resolution of appellate/court proceedings. |
||
|
B - Capital Commitments |
 |
(' Crores) |
|
Particulars |
Year ended 31 March 2023 |
|
|
Investment in Zipzap Logistics Private Limited |
36.31 |
|
9 ADDITIONAL REGULATORY INFORMATION
i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediariesâ) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
iii)    The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.
iv)    The Company did not have any transaction which had not been recorded in the books of account that had 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).
Mar 31, 2022
Securities premium account is created when shares are issued at premium. The reserve can be utilized in accordance with the provisions of the Companies Act, 2013.
Equity settled employee benefit reserve represents reserve towards the premium for the equity shares to be issued against the options granted.
Retained earnings represents the accumulated surplus. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
Note:
In respect of the current year, the directors propose that a dividend of '' 2.00 per share be paid on equity shares on 31st march, 2022. This equity dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability in these consolidated financial statements. The proposed equity dividend is payable to all shareholders on the register of members on 31st March, 2022. The total estimated equity dividend to be paid is '' 14.37 crores. The payment of this dividend will not have any tax consequences for the Company.
In the month of July- 2021, a dividend of '' 2.50 per share (total dividend '' 17.94 Crores) was paid to holders of fully paid equity shares.
i) Trade Payables are payables in respect of the amount due on account of goods purchased or services availed in the normal course of business.
ii) Micro, Small & Medium enterprises have been identified by the company on the basis of the information available with the Company. Total outstanding dues of Micro and Small enterprises, which are outstanding and other disclosures as per the Micro, Small and Medium Enterprises Development Act, 2006 (hereinafter referred to as "the Act") are given below: This has been relied upon by the auditors.
The company has evaluated the impact of COVID-19 resulting from :
(i) the possibility of constraints to render the services which may require revision of estimations of costs to complete the contract because of additional efforts;
(ii) onerous obligations;
(iii) penalties relating to breaches of service level agreements, and
(iv) termination or deferment of contracts by customers.
The company has concluded that the impact of COVID-19 is not material based on these estimates. Due to the nature of the pandemic, the company continues to monitor developments to identify significant uncertainties relating to revenue in future periods.
i) Salaries and wages includes salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service.
ii) Contribution to provident fund and other funds includes contributions to other funds like Superannuation Fund, ESIC etc. pertaining to employees.
iii) Share based payment
The Company has in force two Employee Stock Option schemes under the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:
Mahindra Logistics Limited - Key Executive Stock Option Scheme, 2012 ("KESOS 2012") and
Mahindra Logistics Employee Restricted Stock Unit Plan 2018 ("RSU Plan 2018").
Each option carries with it the right to purchase one equity share of the Company at the exercise price determined by the Company under the respective schemes at the time of grant. The vesting pattern of the schemes is in a graded manner as per the vesting criteria approved by the Nomination and Remuneration Committee of the Board ("NRC") for each grant.
During the financial year under review, the NRC granted Restricted Stock Units ("RSUs") to the eligible employees of the Company and its subsidiary company in accordance with the RSU Plan 2018 approved by the Shareholders vide special resolutions dated 2 August 2018 and 27 July 2021 with vesting conditions as summarised hereunder:
29 April 2021 - 4,000 RSUs - single vesting on or after completion of one year from the date of grant;
27 October 2021 - 33,860 RSUs - single vesting on or after completion of one year from the date of grant;
27 January 2022 - 3,025 RSUs - single vesting on or after completion of one year from the date of grant;
The RSUs upon vesting basis the vesting criteria approved by the NRC are exercisable over a period of one year from the date of vesting.
No new grants were made in the KESOS Scheme 2012 during the year under review and all the options vested under the said scheme have been exercised in full.
The Personnel Cost mentioned above includes '' 0.91 crores for the year towards the said grants.
The Company has long-term investments in subsidiaries and joint venture which are measured at cost less impairment or at fair value through profit or loss. The management assesses the performance of these entities including the future projections and relevant economic and market conditions in which they operate to identify if there is any indicator of impairment in the carrying value of the investments. In case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on the higher of (i) ''fair value less cost of disposal'' determined using market price information, where available, and (ii) ''value-in-use'' estimates determined using discounted cash flow projections, where available. The fair value less costs of disposal is determined using the market approach and is categorised as Level 3 - unobservable inputs for the asset or liability. The future cash flow projections are specific to the entity based on its business plan and may not be the same as those of market participants. The future cash flows consider key assumptions such as volume projections, margins, terminal growth rates, etc. with due consideration for the potential risks given the current economic environment in which the entity operates. The discount rates used are pre-tax rates based on weighted average cost of capital and reflects market''s assessment of the risks specific to the asset as well as time value of money. The recoverable amount estimates are based on judgments, estimates, assumptions and market data as on reporting date and ignore subsequent changes in the economic and market conditions.
During the year ended 31st March 2021, the performance of Joint venture with the relevant economic and market indicator resulted indicator of impairment of investment. Accordingly, Company determined the recoverable value of the investment is lower than carrying value and recorded a provision of Impairment of '' 4.00 Cr. The value- in - use calculation is determined using discount rate at 18% and terminal growth rate at 3%.
Note No. 33 - Financial Instruments
a) The Company''s capital management objectives are:
- to ensure the Company''s ability to continue as a going concern.
- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
b) For the purpose of Company''s capital management, capital includes issued share capital, equity and all other equity reserves. The Company monitors capital on the basis of the carrying amount of equity as presented on the face of the statement of financial position. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.
The Company''s activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.
(i) Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.
(ii) Trade receivables consist of a large number of customers, spread across diverse industries and places across India.
(iii) Apart from one large customers of the Company, the Company does not have significant credit risk exposure to any single customer and concentration of credit risk related to a single company did not exceed 15% of trade receivables at the end of the year.
(iv) The Company applies the simplified approach in providing for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company and individual receivable specific provision where applicable.
(v) There is no change in estimation techniques or significant assumptions during the reporting year.
(viii) During the year, the Company has made write off of '' 0.49 crores (Previous year '' 2.38 crores) of trade receivables and '' 0.29 Crores (Previous year '' 0.14 Crores ) of deposits given. These trade receivables and deposits are not subject to enforcement activity.
Investment in Mutual Funds
The Company has '' 116.08 crores investments as at 31st March, 2022 (Previous year '' 55.07 crores) in growth oriented mutual funds which have not been impaired till date.
Cash and Cash equivalents
As at 31st March, 2022, the Company holds cash and cash equivalents of '' 130.40 crores (As at 31st March, 2021 '' 196.61 crores). The cash and cash equivalents are held with banks with good credit rating.
(i) The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.
The above table details the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.
The contractual maturity is based on the earliest date on which the Company may be required to pay.
Note No. 35 - Segment information
i) The management of the Company has chosen to organise the Company on the basis of nature of services. No operating segments have been aggregated in arriving at the reportable segments of the Company.
ii) Specifically, the Company''s reportable segments and the type of product or service from which they derive income are:
a) Supply Chain Management (SCM) - Goods transportation service, including warehouse management service.
b) Enterprise Mobility Services - People transportation service
iii) The CEO monitors the operating results of the business segments separately for the purpose of making decisions about the allocation of resources and performance assessment.
Other disclosures:
a) Unallocable Expenditure/Assets:
(i) Finance income and costs, fair value gains and losses on financial assets and indirect expenses are not allocated to individual segments as the underlying instruments are managed on an entity basis.
(ii) Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on an entity basis.
(iii) The accounting policies of the reportable segments are the same as the Company''s accounting Policies described in Note 2.20.
There is no difference between segment profit as reviewed by CEO and the profit before tax as appearing in the financial statements.
Leases not yet commenced to which Company is committed amounts to '' 9.95 crores for a lease term up to 10 years.
Note No. 37 - Employee benefits
The Company''s contribution to Provident Fund, superannuation Fund and other funds aggregating '' 11.38 crore (2021: '' 12.60 crore) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
a) The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
b) Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) Asset volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.
As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.
(2) Change in bond yields
A decrease in government bond yields will increase plan liabilities.
(3) Inflation risk
Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
(4) Life expectancy
The majority of the plan''s obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan''s liabilities. This is particularly significant in the Company''s defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.
i) The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the Balance Sheet.
ii) The methods and types of assumptions used in preparing the sensitivity analyses did not change compared to previous year.
iii) The weighted average duration of the defined benefit obligation as at 31st March, 2022 is 7 years
The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The current service cost and the net interest expense for the year are included in the employee benefits expense in profit or loss of the expense for the year.
Notes:
i) The Company does not expect any payout in respect of the above contingent liabilities.
ii) It is not practicable to estimate the timings of cash outflows, if any, in respect of maters at (a) to (d) above, pending resolution of appellate/court proceedings.
The Company has provided finnacial support letter to 2X2 Logistics Limited its subsidiary, to meet any shortfall in its ability to meet its liability and obligation as they fall due during the period until March 2022
Note No. 41 - Additional Regulatory Information
i) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
ii) The Company did not have any transactions with struck off companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
iii) The Company did not have any charges or satisfaction which were yet to be registered with ROC beyond the statutory period.
iV) The Company did not have any transaction which had not been recorded in the books of account that had 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).
Previous year numbers have been regrouped wherever necessary.
Mar 31, 2018
1. Corporate information
Mahindra Logistics Limited is a public limited company incorporated on 24th August, 2007 under the Companies Act, 1956. The address of its registered office are disclosed in the introduction to the Annual Report. The Company is a 3PL service provider mainly engaged in transportation warehousing, supply chain management and people logistics services.
The financial statements for the year ended 31st March, 2018 are approved for issue in accordance with a resolution of the directors on 2nd May, 2018.
In the reporting financial year, the Company has completed Initial Public Offer (IPO) of 19,332,346 Equity Shares of Rs.10/- each at an offer price of Rs.429/- per Equity Share aggregating to Rs.828.88 Crores (net of employee discount), through an offer for sale by (i) Mahindra and Mahindra Limited of 9,666,173 equity shares (ii) Normandy Holdings Limited of 9,271,180 equity shares and (iii) Kedaara Capital Alternative Investment Fund - Kedaara Capital AIF 1 of 394,993 equity shares. The Equity Shares of the Company were listed on 10th November, 2017 on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
2 (a). Critical accounting judgements and key sources of estimation uncertainty
In the application of the Companyâs accounting policies, which are described in Note 2, the management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Useful lives of Property, plant and equipment
As described in note 2.11 above, the Company reviews the estimated useful lives of property, plant and equipment at the end of each annual reporting period.
(ii) Defined Benefit Plans
The cost of the defined benefit plans and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making assumptions that may differ from actual developments in the future. These include the determination of discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(iii) Fair Value of financial assets and liabilities and investments
The Company measures certain financial assets and liabilities on fair value basis at each balance sheet date or at the time they are assessed for impairment. Fair value measurement that are based on significant unobservable inputs (Level 3) requires estimates of operating margin, discount rate, future growth rate, terminal values, etc. based on managementâs best estimate about future developments.
2 (b). Recent Accounting Pronouncements Standards issued but not yet effective
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying Ind AS 115 - âRevenue from Contracts with Customersâ and consequential amendments to various Ind AS standards. The amended Rules also notified amendments to Ind AS 12 - âIncome Taxesâ, Ind AS 21 - âThe Effect of Changes in Foreign Exchange Ratesâ. These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB). The amendments are effective from accounting periods beginning from 1st April, 2018.
Ind AS 115 - âRevenue from Contracts with Customersâ:
This standard establishes a single comprehensive model for accounting of revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition guidance under Ind AS 11 Construction Contracts and Ind AS 18 Revenue. The Company is currently assessing the impact of application of Ind AS 115 on Companyâs financial statements.
Amendment to Ind AS 12 - âIncome Taxesâ:
The amendments clarify the requirement for recognising deferred tax assets on unrealised losses on debt instruments that are measured at fair value. The amendment also clarify certain other aspects of accounting for deferred tax assets. The changes will not have any material impact on the financial statements of the Company.
Amendment to Ind AS 21 - âThe Effect of Changes in Foreign Exchange Ratesâ:
This amendment clarifies translation of advance payments denominated in foreign currency into functional currency at the spot rate on the day of payment. The guidance aims to reduce diversity in practice. The changes will not have any material impact on the financial statements of the Company.
(i) Rights, preferences and restrictions attached to equity shares.
The Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the board of directors and approved by the shareholders in the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
During the year ended 31st March, 2017, 81,77,184 0.001% Non cumulative compulsory convertible preference shares have been converted into 81,77,184 fully paid up equity shares
Nature and purpose of other reserves:
Securities Premium Reserve:
Securities premium account is created when shares are issued at premium. The reserve can be utilized in accordance with the provisions of the Companies Act, 2013.
Equity-settled employee benefits reserve:
Equity settled employee benefit reserve represents reserve towards the premium for the equity shares to be issued against the options granted. Retained earnings:
Retained earnings represents the accumulated surplus. The reserve can be distributed/utilised by the Company in accordance with the Companies Act, 2013.
Note: The Board of Directors at its meeting held on 2nd May, 2018 have recommended a payment of final dividend of Rs.1.50 (Rupee one and paise fifty only) per equity share of face value of Rs.10 each for the year ended 31st March, 2018. The same amounts to Rs.12.86 crores including dividend distribution tax of Rs.2.19 crores.
Notes:
i) Trade Payables are payables in respect of the amount due on account of goods purchased or services availed in the normal course of business.
ii) Based on the information available with the Company, no trade payables have been registered as âsupplierâ within the meaning of âMicro Small & Medium Enterprises Development Act, 2006 as on 31st March 2018. This has been relied upon by the auditors.
Notes:
(i) Salaries and wages includes salaries, wages, bonus, compensated absences and all other amounts payable to employees in respect of services rendered as per their employment terms under a contract of service.
(ii) Contribution to provident fund and other funds includes contributions to other funds like superannuation fund, ESIS etc. pertaining to employees.
(iii) Share based payment
The Company has introduced a MLL - Key Executives Stock Option Scheme, 2012 (âPlanâ) as approved at its Board Meeting held on 27th April, 2012 and subsequently amended on 5th February, 2014, 27th October, 2015 and 3rd August, 2017. The plan provides that eligible employees and the Partnersâ Enterprise [Formerly, Mahindra Partners Employees Options Trust (the Trust)] as defined in the Plan are granted options to acquire equity shares of the Company that vests in a graded manner. The vested options can be exercised within a specified period from the date on which the shares of the Company get listed on a recognized stock exchange or on happening of an event as specified in the Plan. The number of options granted is calculated in accordance with the performance - based formula approved by the Board as recommended by the then ESOP committee.
III. Financial Risk Management Framework
The Companyâs activities expose it to a variety of financial risks: credit risk and liquidity risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.
(A) Credit risk management
Trade receivables and deposits
(i) Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Credit exposure is controlled by counterparty credit period which is monitored through an approved policy.
(ii) Trade receivables consist of a large number of customers, spread across diverse industries and places across India.
(iii) Apart from two large customers of the Company, the Company does not have significant credit risk exposure to any single customer. Concentration of credit risk related to a single Company did not exceed 15% of trade receivables at the end of the year.
(iv) The Company applies the simplified approach in providing for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for all trade receivables. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company and individual receivable specific provision where applicable.
(v) There is no change in estimation techniques or significant assumptions during the reporting year.
(viii) During the year, the Company has made write off of Rs.2.14 crores (Previous year Rs.1.36 crores) of trade receivables and NIL (Previous year Rs 0.15 crores) of deposits given. These trade receivables and deposits are not subject to enforcement activity.
Investment in Mutual Funds
The Company has investments of Rs.50.05 crores as at 31st March, 2018 (As at 31st March 2017, Rs.58.04 crores) in growth oriented mutual funds which have not been impaired till date.
Cash and Cash equivalents
As at 31st March 2018, the Company holds cash and cash equivalents of Rs.65.36 crores (As at 31st March 2017 Rs 49.32 crores). The cash and cash equivalents are held with banks with good credit rating.
(B) Liquidity risk management
(i) The Companyâs treasury department is responsible for liquidity, 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.
(ii) Maturities of financial liabilities
Table showing maturity profile of financial liabilites:
The above table details the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows.
The contractual maturity is based on the earliest date on which the Company may be required to pay.
Note No. 3 - Segment information
(i) The management of the Company has chosen to organise the Company on the basis of nature of services. No operating segments have been aggregated in arriving at the reportable segments of the group.
(ii) Specifically, the Companyâs reportable segments and the type of product or service from which they derive income are:
(a) Supply Chain Management (SCM) - Goods Transportation service, including warehouse management service.
(b) People Logistics Solutions (PTS) - People Transportation service.
(iii) The CEO monitors the operating results of the business segments separately for the purpose of making decisions about the allocation of resources and performance assessment.
Other disclosures :
(a) Unallocable Expenditure/Assets:
(i) Finance income and costs, fair value gains and losses on financial assets and indirect expenses are not allocated to individual segments as the underlying instruments are managed on an entity basis.
(ii) Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to those segments as they are also managed on an entity basis.
(iii) The accounting policies of the reportable segments are the same as the Companyâs accounting policies described in Note 2.18. There is no difference between segment profit as reviewed by CEO and the profit before tax as appearing in the financial statements.
Note No. 4 - Leases
Operating Lease
(i) The Company has entered into operating lease arrangements for commercial premises. The leases are non-cancellable and are for period as specified in the agreement and may be renewed based on mutual agreement of the parties.
Note No. 5 - Employee benefits
(a) Defined Contribution Plan
The Companyâs contribution to Provident Fund, Superannuation Fund and other funds aggregating Rs.11.47 crore (2017: Rs.9.14 crore) has been recognised in the Statement of Profit or Loss under the head Employee Benefits Expense.
(b) Defined Benefit Plans:
Gratuity
(a) The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
(b) Through its defined benefit plans the Company is exposed to a number of risks, the most significant of which are detailed below:
(1) Asset volatility
The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets under perform compared to the government bonds discount rate, this will create or increase a deficit. The funds of the defined benefit plans are held with LIC.
As the plans mature, the Company intends to reduce the level of investment risk by investing more in assets that better match the liabilities.
(2) Change in bond yields
A decrease in government bond yields will increase plan liabilities.
(3) Inflation risk
Defined benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
(4) Life expectancy
The majority of the planâs obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the planâs liabilities. This is particularly significant in the Companyâs defined benefit plans, where inflationary increases result in higher sensitivity to changes in life expectancy.
(c) Significant Actuarial Assumptions
The significant actuarial assumptions used for the purposes of the actuarial valuations were as follows:
(i) The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation.
(j) The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
(k) The current service cost and the net interest expense for the year are included in the employee benefits expense in profit or loss of the expense for the year.
Note No. 6
The financial Statements of the company for the year ended 31st March, 2017 were audited by erstwhile auditors, whose audit report dated 28th April, 2017 expressed an unmodified opinion.
Note No. 7
Previous year number have been regrouped/reclassified wherever necessary.
Mar 31, 2010
1. Loans:
(a) Loans from Bank is secured by a first charge on the Company''s
entire present and future book debts, outstanding monies, receivables,
claims, and bills in terms of the Letter of hypothecation executed by
the Company.
(b) The following amounts are repayable by 31.03.2011
Secured Bank Loan: Rs.2197.94 Lakhs (2009: Rs. 1023.66 Lakhs) Unsecured
Loan: Rs.2375.78 Lakhs (2009: Rs. NIL)
2. Fixed Assets:
(a) Land includes a cost of Rs. 792.38 Lakhs (2009: Rs. 792.38 Lakhs)
for which the Conveyance is pending in favour of the Company.
(b) Vehicles include a cost of Rs.217.05 Lakhs (2009: Rs. 619.86 Lakhs)
for which Registration formalities are pending.
3. Sundry Debtors outstanding at the year end include:
(a) Rs.1499.04 Lakhs (2009: Rs. 551.57 Lakhs) from Mahindra & Mahindra
Limited, the Holding Company.
(b) Rs. 679.86Lakhs (2009: Rs. 615.65 Lakhs) from Fellow Subsidiaries.
4. Loans and Advances:
Loans and advances includes Rs. 243.28 Lakhs (2009: Rs. 398.46 Lakhs)
due from the Holding Company. The maximum balance amount due during the
year is Rs. 398.46 Lakhs.
5. Based on the information available with the Company, no creditors
have been identified as ''supplier'' within the meaning of ''Micro Small &
Medium Enterprises Development Act, 2006'' as on 31st March, 2010.
6. Sundry Debtors, Loans and Advances and Sundry Creditors are subject
to confirmation and Reconciliations.
7. Managerial remuneration to Managing Director included in the Profit
and Loss Account is Rs.68.69 Lakhs (2009: Rs. 19.96 Lakhs),
Contributions to Provident and other funds is Rs.3.82 Lakhs (2009: Rs.
2.80 Lakhs), Other Perquisites and allowances of Rs. 7.58 Lakhs (2009:
Rs.2.26 Lakhs) excluding charge for gratuity and provision for leave
en-cashable on separation as separate actuarial valuation figures are
not available.
8. Miscellaneous Expenses includes the Foreign exchange difference
(net) of Rs.1.64 Lakhs (2009: Rs.5.69 lakhs) credited to the Profit and
Loss Account.
9. (a) Related Party Transactions:
List of Related parties:
(A) Holding Company Mahindra & Mahindra Limited
(B) Fellow Subsidiaries
Mahindra Renault Private Limited Mahindra World City (Jaipur) Limited
CanvasM Technologies Limited Mahindra Gujarat Tractors Limited Tech
Mahindra Limited
Mahindra Engineering Design & Development Company Limited
Mahindra Gears and Transmissions Private Limited
Mahindra Ugine Steel Company Limited
Mahindra Intertrade Limited
Mahindra Steel Service Centre Limited
Mahindra Forgings Limited
Mahindra Navistar Engines Private Limited
Mahindra Retail Pvt. Limited
Mahindra Vehicle Manufacturers Limited
(Earlier known as Mahindra Automotive Limited)
Mahindra Navistar Automotives Limited (Earlier known as Mahindra
International Limited)
Mahindra Two Wheelers Limited Swaraj Automotives Limited
Mahindra First Choice Services Limited (w.e.f. 24/03/08)
(C) Key management Personnel
Mr. Sanjay Sinha, Managing Director (resigned w.e.f. 15/02/10) Mr.
Pirojshaw Sarkari, CEO (w.e.f. 02/03/10)
10. (a) The Company enters into foreign exchange forward contracts
(being a derivative instrument), which are not intended for trading or
speculative purposes, but for hedge purposes, to establish the amount
of reporting currency required or available at the settlement date of
certain payables. The following are the outstanding Forward Exchange
Contracts entered into by the Company.
11. The estimated amount of contracts remaining to be executed on
capital account and not provided for as at 31st March, 2010 is Rs.
24.57 Lakhs (2009: Rs. 517.12 lakhs).
12. Quantitative details:
The Company is engaged in the business of Logistics services. Such
services are not capable of being expressed in any generic unit and
hence, it is not possible to give the quantitative details required
under paragraphs 3 and 4C of Part II of the Schedule VI to the
Companies Act, 1956.
13. Additional information pursuant to the provisions of paragraphs
3(i)(a) and (ii), 4C and 4D of Part II of Schedule VI to the Companies
Act, 1956 are as follows
(a) Expenditure in Foreign Currencies:
i) For Travel Rs. 11.57 Lakhs (2009: Rs. 9.30 Lakhs)
ii) For Services Rs. 100.08 Lakhs (2009: Rs. 95.82 Lakhs)
iii) For Interest Rs. 24.18 Lakhs (2009: Rs. NIL Lakhs)
(b) Earnings in Foreign Exchange:
Services Rendered Rs. 42.51 Lakhs (2009: Rs. 96.28 Lakhs)
14. Previous Year''s figures have been regrouped wherever necessary to
conform to this year''s classification.
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