(n) Provisions
Provisions are recognized when the Company has apresent obligation (legal or constructive) as a result ofa past event, it is probable that an outflow of resourcesembodying economic benefits will be required tosettle the obligation and a reliable estimate can bemade of the amount of the obligation. When theCompany expects some or all of a provision to bereimbursed, the reimbursement is recognised as aseparate asset, but only when the reimbursement isvirtually certain. The expense relating to a provisionis presented in the Statement of Profit and Loss, netof any reimbursement.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific tothe liability. When discounting is used, the increase inthe provision due to the passage of time is recognisedas a finance cost.
(o) Retirement and other employee benefits
Retirement benefit in the form of provident fund is adefined contribution scheme. The Company has noobligation, other than the contribution payable to theprovident fund. The Company recognizes contributionpayable to the provident fund scheme as an expense,when an employee renders the related service. Ifthe contribution payable to the scheme for servicereceived before the balance sheet date exceeds thecontribution already paid, the deficit payable to thescheme is recognized as a liability after deductingthe contribution already paid. If the contributionalready paid exceeds the contribution due for servicesreceived before the balance sheet date, then excessis recognized as an asset to the extent that the pre¬payment will lead to a reduction in future payment ora cash refund.
The Company operates a defined benefit gratuity planin India, which requires contributions to be made to aseparately administered fund. The cost of providingbenefits under the defined benefit plan is determinedusing the projected unit credit method.
Re-measurements, comprising of actuarial gainsand losses, the effect of the asset ceiling, excludingamounts included in net interest on the net definedbenefit liability and the return on plan assets(excluding amounts included in net interest on the netdefined benefit liability), are recognised immediatelyin the balance sheet with a corresponding debitor credit to retained earnings through OCI in theperiod in which they occur. Re-measurements arenot reclassified to the Statement of Profit and Loss insubsequent periods.
Past service costs are recognized in the Statement ofProfit and Loss on the earlier of the date of the planamendment or curtailment, and the date that theCompany recognizes related restructuring costs. Netinterest is calculated by applying the discount rate tothe net defined benefit liability or asset. The Companyrecognizes changes in the net defined benefitobligation which includes service costs comprisingcurrent service costs, past-service costs, gains andlosses on curtailments and non-routine settlements;and net interest expense or income, as an expense inthe Statement of Profit and Loss.
Accumulated leave, which is expected to be utilizedwithin the next twelve months, is treated as short¬term employee benefit. The Company measures theexpected cost of such absences as the additionalamount that it expects to pay as a result of the unusedentitlement that has accumulated at the reportingdate. The Company treats accumulated leaveexpected to be carried forward beyond twelve months,as long-term employee benefit for measurementpurposes. Such long-term compensated absences areprovided for based on the actuarial valuation usingthe projected unit credit method at the year-end. TheCompany presents the leave as a current liability inthe balance sheet, to the extent it does not have anunconditional right to defer its settlement for twelvemonths after the reporting date. Where the Companyhas the unconditional legal and contractual rightto defer the settlement for a period beyond twelvemonths, the same is presented as non-current liability.
(p) Financial instruments
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liabilityor equity instrument of another entity.
FINANCIAL ASSETS
Initial recognition and measurement
All financial assets are recognised initially at fair valueplus, in the case of financial assets not recorded atfair value through profit or loss, transaction costs that
are attributable to the acquisition of the financialasset. Transaction costs of financial assets carried atfair value through profit or loss are expensed in theStatement of Profit and Loss. Purchases or sales offinancial assets that require delivery of assets within atime frame established by regulation or convention inthe market place (regular way trades) are recognisedon the trade date, i.e. the date that the Companycommits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financialassets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at fair value through othercomprehensive income (FVTOCI)
• Debt instruments, derivatives and equityinstruments at fair value through profit or loss(FVTPL)
• Equity instruments measured at fair value throughother comprehensive income (FVTOCI)
A 'debt instrument' is measured at the amortised cost,if both of the following conditions are met:
(i) The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows; and
(ii) Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) on theprincipal amount outstanding.
After initial measurement, such financial assets aresubsequently measured at amortised cost using theeffective interest rate (EIR) method. Amortised costis calculated by taking into account any discount orpremium on acquisition and fees or costs that arean integral part of the EIR. The EIR amortisationis included in finance income in the Statement ofProfit and Loss. The losses arising from impairmentare recognised in the Statement of Profit andLoss. This category generally applies to trade andother receivables.
A 'debt instrument' is classified as FVTOCI, if both ofthe following criteria are met:
(i) The objective of the business model is achievedboth by collecting contractual cash flows andselling the financial assets; and
(ii) The asset's contractual cash flows represent SPPI.
Debt instruments included within the FVTOCIcategory are measured initially as well as at each
reporting date at fair value. Fair value movements arerecognized in OCI. However, the Company recognizesinterest income, impairment losses and foreignexchange gain or loss in the Statement of Profit andLoss. On de-recognition of the asset, cumulative gainor loss previously recognised in OCI is reclassified fromthe equity to the Statement of Profit and Loss. Interestearned whilst holding FVTOCI debt instrument isreported as interest income using the EIR method.
FVTPL is a residual category for debt instruments.Any debt instrument, which does not meet the criteriafor categorization as at amortized cost or as FVTOCI,is classified as at FVTPL. Debt instruments includedwithin the FVTPL category are measured at fair valuewith all changes recognized in the Statement of Profitand Loss.
All equity investments in scope of Ind AS 109 aremeasured at fair value. Equity instruments whichare held for trading are classified as at FVTPL. If theCompany decides to classify an equity instrumentas at FVTOCI, then all fair value changes on theinstrument, excluding dividends, are recognized in theOCI. There is no recycling of the amounts from OCIto the Statement of Profit and Loss, even on sale ofthe investments. Equity instruments included withinthe FVTPL category are measured at fair value withall changes recognized in the Statement of Profitand Loss.
Investment in subsidiary and associateInvestments in subsidiary and associate are carriedat cost less allowance for impairment, if any. Wherean indication of impairment exists, the carryingamount of the investment is assessed and writtendown immediately to its recoverable amount. Therecoverable amount is the higher of fair value less costof disposal and value in use.
De-recognition
A financial asset (or, where applicable, a part of afinancial asset or part of a group of similar financialassets) is primarily derecognised (i.e. removed fromthe balance sheet) when:
• The rights to receive cash flows from the assethave expired; or
• The Company has transferred its rights to receivecash flows from the asset or has assumed anobligation to pay the received cash flows in fullwithout material delay to a third party under a'pass-through' arrangement; and either (a) theCompany has transferred substantially all therisks and rewards of the asset, or (b) the Company
has neither transferred nor retained substantiallyall the risks and rewards of the asset, but hastransferred control of the asset.
A gain or loss on such financial assets that aresubsequently measured at amortised cost isrecognized in the Statement of Profit and Loss whenasset is derecognised.
The transferred asset and the associated liabilityare measured on a basis that reflects the rightsand obligations that the Company has retained.Continuing involvement that takes the form of aguarantee over the transferred asset is measured atthe lower of the original carrying amount of the assetand the maximum amount of consideration that theCompany could be required to repay.
Impairment of financial assetsIn accordance with Ind AS 109, the Company appliesexpected credit loss (ECL) model for measurementand recognition of impairment loss on the financialassets and credit risk exposure. The Company follows'simplified approach' for recognition of impairmentloss allowance on Trade receivables. The applicationof simplified approach does not require the Companyto track changes in credit risk. Rather, it recognisesimpairment loss allowance based on lifetime ECLs ateach reporting date, right from its initial recognition.
For recognition of impairment loss on other financialassets and risk exposure, the Company determinesthat whether there has been a significant increase inthe credit risk since initial recognition. If credit risk hasnot increased significantly, twelve-month ECL is usedto provide for impairment loss. However, if credit riskhas increased significantly, lifetime ECL is used. If, ina subsequent period, credit quality of the instrumentimproves such that there is no longer a significantincrease in credit risk since initial recognition, thenthe entity reverts to recognising impairment lossallowance based on twelve-month ECL.
Lifetime ECL are the expected credit losses resultingfrom all possible default events over the expected lifeof a financial instrument. The twelve-month ECL is aportion of the lifetime ECL which results from defaultevents that are possible within twelve months afterthe reporting date. ECL is the difference between allcontractual cash flows that are due to the Companyin accordance with the contract and all the cashflows that the Company expects to receive (i.e., allcash shortfalls), discounted at the original EIR. ECLimpairment loss allowance (or reversal) recognizedduring the year is recognized as income/ expensein the Statement of Profit and Loss. This amount
is reflected under the head 'other expenses' in theStatement of Profit and Loss.
For assessing increase in credit risk and impairmentloss, the Company combines financial instruments onthe basis of shared credit risk characteristics with theobjective of facilitating an analysis that is designedto enable significant increases in credit risk to beidentified on a timely basis.
Initial recognition and measurementAll financial liabilities are recognised initially at fairvalue and, in the case of borrowings and payables,net of directly attributable transaction costs.
The measurement of financial liabilities depends ontheir classification. Financial liabilities at fair valuethrough profit or loss include financial liabilities heldfor trading and financial liabilities designated uponinitial recognition as fair value through profit or loss.Financial liabilities are classified as held for trading ifthey are incurred for the purpose of repurchasing inthe near term. This category also includes derivativefinancial instruments entered into by the Companythat are not designated as hedging instrumentsin hedge relationships as defined by Ind AS 109.Separated embedded derivatives are also classifiedas held for trading, unless they are designated aseffective hedging instruments. Gains or losses onliabilities held for trading are recognised in theStatement of Profit and Loss.
Financial liabilities designated upon initial recognitionat fair value through profit or loss are designatedas such at the initial date of recognition, andonly if the criteria in Ind AS 109 are satisfied. Forliabilities designated as FVTPL, fair value gains/losses attributable to changes in own credit riskare recognized in OCI. These gains/losses are notsubsequently transferred to the Statement of Profitand Loss. However, the Company may transferthe cumulative gain or loss within equity. All otherchanges in fair value of such liability are recognisedin the Statement of Profit and Loss.
After initial recognition, interest-bearing borrowingsare subsequently measured at amortised cost usingthe EIR method. Gains and losses are recognised inthe Statement of Profit and Loss when the liabilitiesare derecognised as well as through the EIRamortization process. Amortized cost is calculatedby taking into account any discount or premium on
acquisition and fees or costs that are an integralpart of the EIR. The EIR amortisation is included asfinance costs in the Statement of Profit and Loss.
A financial liability is derecognised when the obligationunder the liability is discharged or cancelled orexpired. When an existing financial liability is replacedby another from the same lender on substantiallydifferent terms, or the terms of an existing liabilityare substantially modified, such an exchange ormodification is treated as the de-recognition of theoriginal liability and the recognition of a new liability.The difference in the respective carrying amounts isrecognised in the Statement of Profit and Loss.
The Company determines classification of financialassets and liabilities on initial recognition. Afterinitial recognition, no re-classification is made forfinancial assets which are equity instruments andfinancial liabilities.
For financial assets which are debt instruments, a re¬classification is made only if there is a change in thebusiness model for managing those assets. A changein the business model occurs when the Companyeither begins or ceases to perform an activity that issignificant to its operations. If the Company reclassifiesfinancial assets, it applies the re-classificationprospectively from the re-classification date, whichis the first day of the immediately next reportingperiod following the change in business model. TheCompany does not restate any previously recognisedgains, losses (including impairment gains or losses)or interest.
Financial assets and financial liabilities are offset,and the net amount is reported in the balance sheet,if there is a currently enforceable legal right to offsetthe recognised amounts and there is an intention tosettle on a net basis, to realise the assets and settlethe liabilities simultaneously.
Cash and cash equivalents in the balance sheet andcash flow statement comprise cash at banks andon hand and short-term deposits with an originalmaturity of three months or less, which are subject toan insignificant risk of changes in value.
The Company recognises a liability to pay dividendto equity holders when the distribution is authorised,and the distribution is no longer at the discretion ofthe Company. As per the corporate laws in India,a distribution is authorised when it is approved by theshareholders. A corresponding amount is recogniseddirectly in equity.
A contingent liability is a possible obligation thatarises from past events and whose existence will beconfirmed only by the occurrence or non-occurrence ofone or more uncertain future events not wholly withinthe control of the Company; or a present obligationthat arises from past events but is not recognizedbecause it is not probable that an outflow of resourcesembodying economic benefits will be required tosettle the obligation; or the amount of obligationcannot be measured with sufficient reliability. TheCompany does not recognize a contingent liabilitybut discloses its existence in the financial statements.
Basic earnings per share is calculated by dividingthe net profit or loss for the period attributable toequity shareholders (after deducting preferencedividends and attributable taxes) by the weightedaverage number of equity shares outstanding duringthe period. The weighted average number of equityshares outstanding during the period is adjusted forevents such as bonus issue, bonus element in a rightsissue, share split, and reverse share split (consolidationof shares) that have changed the number of equityshares outstanding, without a corresponding changein resources.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the period attributableto equity shareholders and the weighted averagenumber of shares outstanding during the periodare adjusted for the effects of all dilutive potentialequity shares.
An operating segment is a component of the Companythat engages in business activities from which itmay earn revenues and incur expenses (includingrevenues and expenses relating to transactions withother components of the Company), whose operatingresults are regularly reviewed by the Company's chiefoperating decision maker to make decisions aboutresources to be allocated to the segment and assessits performance, and for which discrete financial
information is available. Operating segments of theCompany are reported in a manner consistent withthe internal reporting provided to the chief operatingdecision maker. Revenue and expenses, which relateto the Company as a whole and are not allocable tosegments on a reasonable basis, have been includedunder "unallocable corporate expense/income”.
The preparation of the financial statements requiremanagement to make judgements, estimates andassumptions that affect the reported amountsof revenues, expenses, assets and liabilities, andthe accompanying disclosures, and the disclosureof contingent liabilities. Uncertainty aboutthese assumptions and estimates could result inoutcomes that require a material adjustment to thecarrying amount of assets or liabilities affected infuture periods.
The Company bases its assumptions and estimates onparameters available when the financial statementsare prepared. Existing circumstances and assumptionsabout future developments, however, may changedue to market changes or circumstances arisingthat are beyond the control of the Company. Suchchanges are reflected in the assumptions when theyoccur. The judgements, estimates and assumptionsmanagement has made which have the mostsignificant effect on the amounts recognized in thefinancial statements are as below.
The Company determines and updates its assessmentof expected discounts and incentives periodically andthe accruals are adjusted accordingly. Estimates ofexpected discount and incentives are sensitive tochanges in circumstances and the Company's pastexperience regarding these amounts may not berepresentative of actual amounts in the future.
The Company determines the lease term as non¬cancellable term of the lease, together with anyperiods covered by an option to extend the lease if itis reasonably certain to be exercised, or any periodscovered by an option to terminate the lease, if it isreasonably certain not to be exercised. The Companyapplies judgement and considers all relevant factorsthat create an economic incentive in evaluatingwhether it is reasonably certain to exercise theoption to renew or terminate the lease. After thecommencement date, the Company reassesses the
lease term if there is a significant event or change incircumstances that is within its control and affectsits ability to exercise or not to exercise the option torenew or terminate.
The Company cannot readily determine the interestrate implicit in the lease, therefore, it uses itsincremental borrowing rate (IBR) to measure leaseliabilities. The IBR is the rate of interest that theCompany would have to pay to borrow over a similarterm, and with a similar security, the funds necessaryto obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBRrequires estimation when no observable rates areavailable or when they need to be adjusted to reflectthe terms and conditions of the lease. The Companyestimates the IBR using observable inputs (such asmarket interest rates), when available and makesentity-specific estimates, wherever required.
The depreciation of property, plant and equipmentis derived on determining an estimate of an asset'sexpected useful life and the expected residual valueat the end of its life. The useful lives and residualvalues of the Company's assets are determined by themanagement at the time of acquisition of asset and isreviewed periodically, including at each financial yearend. The lives are based on historical experience withsimilar assets as well as anticipation of future events,which may impact their life.
Investments carried at cost and non-financial assetssuch as property, plant and equipment are evaluatedfor recoverability whenever events or changes incircumstances indicate that their carrying amountsmay not be recoverable. Significant managementjudgement is required to determine recoverableamount and the impairment loss, if any. Thesecalculations are sensitive to underlying assumptions.
The measurement of expected credit loss reflectsa probability-weighted outcome, the time valueof money and the best available forward-lookinginformation. The correlation between historicalobserved default rates, forecast economic conditionsand expected credit loss is a significant estimate. Theamount of expected credit loss is sensitive to changes
in circumstances and forecasted economic conditions.The Company's historical credit loss experienceand forecast of economic conditions may not berepresentative of the actual default in the future.
Significant management judgement is required todetermine the amounts of tax contingencies andprovisions, including amount expected to be paid/recovered for uncertain tax positions and the amountof deferred tax assets that can be recognised, basedupon the likely timing and the level of future taxableprofits together with future tax planning strategies.
The cost of the defined benefit plan and thepresent value of the obligation are determinedusing actuarial valuation. An actuarial valuationinvolves various assumptions that may differ fromactual developments in the future. These includethe determination of the discount rate, expectedreturn, future salary increases and mortality rates.Due to the complexities involved in the valuation andits long-term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions. Allassumptions are reviewed at each reporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discountrate for plans operated in India, the managementconsiders the interest rates of government bondswhere remaining maturity of such bond correspondto expected term of defined benefit obligation. Themortality rate is based on publicly available mortalitytables. Those mortality tables tend to change onlyat interval in response to demographic changes.Future salary increases are based on expected futureinflation rates.
Supplier finance arrangement
The Company has supplier finance arrangement in place for its suppliers with Deutsche Bank with a strong credit rating. Under asupplier finance arrangement, the bank acts as agent for payments related to invoices raised by suppliers, who are registered for thisarrangement. In automated manner, the bank collects a payment from Company at due date of the invoice and pays this onwardsto the supplier. Company has an agency agreement with the bank, as such Company is not required to provide assets pledged assecurity or other forms of guarantees for the supplier finance arrangement. In case the supplier desires to collect the paymentbefore due date of the invoice, the supplier can indicate such to the bank once Company has confirmed the invoice. The supplier willthen receive the invoice amount at a discount from the bank. The discount represents the time value of money between due dateand collection date of the invoice by the supplier and is agreed in a separate arrangement between the supplier and the bank. Thecarrying amounts of liabilities part of the arrangement are as follows:
32. LEASES
The Company has lease contracts for land, office premises, employee residential premises, computers, plant and equipment,furniture and vehicles. Leasehold land arrangements are for 90-99 years with various government authorities. Other leases are fora period upto 9 years with options of renewal and premature termination with notice, except in certain leases with lock-in periodof 6 to 36 months. The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, theCompany is restricted from assigning and sub-leasing the leased assets. There are certain lease contracts that include extensionand termination options. The Company also has certain leases with lease terms of twelve months or less and leases with low value.The Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases. There are nolease arrangements with variable lease payments.
(a) The Company received an order dated September 24, 2021 under Section 27 of the Competition Act, 2002 from the CompetitionCommission of India ("CCI”) ('the CCI Order'), wherein the CCI concluded that the Company and certain executives (includingformer executives) of the Company contravened the provisions of Section 3 of the Competition Act, 2002. The CCI levied a penaltyof Rs. 75,183 Lakhs on the Company. On December 8, 2021, the Company filed an appeal against the aforesaid CCI Order beforethe National Company Law Appellate Tribunal ('NCLAT'). The NCLAT vide its order dated December 22, 2021 granted a stay of theCCI Order during the pendency of the appeal, including recovery of the penalty imposed by the CCI, subject to deposit of 10% ofthe penalty amount by the Company. On December 23, 2022, NCLAT passed its judgment and dismissed the appeals filed by theCompany and other appellants. The Company filed appeal against NCLAT order dated December 23, 2022 before the Supreme Courtof India on January 30, 2023 under Section 53T of the Competition Act, 2002. On February 17, 2023, after hearing the arguments ofthe counsel for the Company and the CCI, the Supreme Court admitted the appeal and stayed the NCLAT Order (and consequently,the CCI Order and the recovery proceeding initiated by the CCI), subject to a deposit of additional 10% of the total penalty amount,over and above the amount already deposited. The total amount aggregating to Rs.15,037 Lakhs is deposited in the form of FixedDeposit Receipts with the Registrar, NCLAT and is presented under "Other non-current assets”.
Based on the advice of the external legal experts, the Company is of the view that the Director General, the CCI and theNCLAT has not considered all aspects of its submissions particularly considering the nature of the regulations governing themanufacture, distribution and sale of beer in India. As advised by the Company's external legal experts, the Company hasa strong case on merits, there exists uncertainty relating to the final outcome in this matter, which is dependent on judicialproceedings; and that it is not in a position to reliably estimate the final obligation relating to penalties, if any. Accordingly, noprovision has been recorded in the books of account and the same has been considered as a contingent liability in accordancewith Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
(b) On January 5, 2022, a party has filed a claim of Rs. 2,877 Lakhs against the Company before the Arbitral Tribunal, which includesclaims towards loss of profit, certain reimbursement claims and damages towards breach of contract, etc. On February 12, 2022,the Company filed a counter claim against the party before the Arbitral Tribunal, which includes claim towards loss of business and
A The Company is contesting these demands / notices and the management, based on advice of its legal/tax consultants, believes that its positionwill likely be upheld in the appellate process. No expense has been accrued in the standalone financial statements for these demands raised. Themanagement believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial positionand results of operations. The Company does not expect any reimbursements in respect of these contingent liabilities. The amounts disclosed ascontingent liabilities above are based on the demands stated in the orders /notices received from the tax authorities. These do not include amountsfor similar matters for periods subsequent to periods covered by these demands / notices and interest or penalty which are not included in thesedemands / notices.
In addition, the Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business.The management reasonably does not expect that these legal actions, when ultimately concluded and determined, will havematerial effect on the Company's results of operations or financial condition.
(d) The Supreme Court of India in a judgement on Provident Fund dated February 28, 2019 addressed the principle for determiningsalary components that form part of Basic Salary for individuals below a prescribed salary threshold. It is however unclear asto whether the clarified definition of Basic Salary would be applicable prospectively or retrospectively. The Component hascomplied with the aforesaid judgement on a prospective basis from the date of the judgement and will continue to monitorand evaluate retrospective application, if applicable, based on future events and developments.
As per Ind AS 108, operating segment is a component of the Company that engages in business activities, whose operating resultsare regularly reviewed by the Company's Chief Operating Decision Maker ('CODM') to make decisions about resources to be allocatedto the segment and assess its performance; and for which discrete financial information is available. Accordingly, the Company hasidentified its operating segments, as below:
(a) Beer - This segment includes manufacture, purchase and sale of beer including licensing of brands
(b) Non-alcoholic beverages - This segment includes manufacture, purchase and sale of non-alcoholic beverages
The Company's CODM does not review assets and liabilities for each operating segment separately, hence segment disclosuresrelating to total assets and liabilities have not been furnished.
(a) Property, plant and equipment with gross block of Rs. 256 Lakhs (Previous year : Rs. 273 Lakhs) are lying with MML.
(b) The remuneration to key managerial personnel includes reimbursements and excludes the provisions made for gratuity and compensated absences,as they are determined on an actuarial basis for the Company as a whole.
(c) The Company had received orders from the Debt Recovery Tribunal, Karnataka, Bangalore (DRT), whereby the Company has been directed not topay/release amounts that may be payable with respect to shares in the Company held by an erstwhile director (including his joint holdings) andcertain other shareholders, without its prior permission; accordingly, the Company has withheld payment of Rs. 7,287 Lakhs (net of taxes) relating todividend on aforesaid shares. Further, the Company had received various orders from tax and provident fund authorities prohibiting the Companyfrom making any payment to an erstwhile director; accordingly the Company has withheld payment of Rs. 45 Lakhs (net of TDS) relating to directorcommission and sitting fees payable to the aforesaid erstwhile director.
(d) Deemed capital contribution - share based payments - Cost related to longterm incentive plans of 2022-24 & 2023-25 awarded to employees of theCompany by its ultimate holding company, has not been cross charged to the Company.
Terms and conditions of transactions with related parties
The transactions with related parties are made on terms equivalent to those prevailing in arm's length transaction. The outstandingreceivables/payables balances are generally unsecured and interest free. There have been no guarantees provided to or receivedfrom any related party.
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised withinthe fair value hierarchy, as below, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 : Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly orindirectly observable
Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.The fair value measurement hierarchy of the Company's assets and liabilities is as below:
The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financialliabilities is to finance the Company's operations. The Company's principal financial assets include investments, trade and otherreceivables, cash and cash equivalents, bank balances and security deposits that are out of regular business operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's senior management oversees the managementof these risks. The Company's senior management is supported by a risk management committee that advises on financial risksand the appropriate financial risk governance framework for the Company.
The risk management committee provides assurance to the Company's senior management that the Company's financial riskactivities are governed by appropriate policies and procedures and that financial risks are identified, measured and managedin accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carriedout by specialist teams that have the appropriate skills, experience and supervision. It is the Company's policy that no trading inderivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each ofthese risks, which are summarised below.
(a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument that will fluctuate because of changes inmarket prices. Market risk comprises of three types of risk i.e. interest rate risk, currency risk and other price risk, such as commodityrisk. Financial instruments affected by market risk include borrowings and trade payables.
i. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate becauseof changes in market interest rates. The Company's exposure to the risk of changes in market interest rate relates primarily to theCompany's borrowings with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on borrowings affected. With allother variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:
There has been no transfers between levels during the year.
Considering that the amounts involved for investment in equity instruments are not significant, fair value fluctuations are notexpected to be material and hence no further disclosure has been made. The fair values of investment in quoted debt instrumentsare based on price quotations and available market information at the reporting date are classified as Level 1.
The fair value of investment in subsidiary for the purpose of impairment assessment is determined based on fair valuation of theunderlying assets. The key assumptions used in the valuation includes marketability discount of 10% and cost to sell of 2%. Thesensitivity of 5% increase/(decrease) in the marketability discount and cost of sell would have an immaterial impact on the valuation.
The management assessed that the carrying values of trade and other receivables, cash and short-term deposits, other assets,borrowings, trade and other payables and balances with related parties, based on their notional amounts, reasonably approximatetheir fair values because these instruments have short-term maturities.
For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all otherequity reserves attributable to the equity shareholders. The primary objective of the Company's capital management is to ensurethat it maintains a strong credit rating and capital ratios in order to support its business and maximise shareholder value.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital. The Company includes within netdebt, all non-current and current borrowings reduced by cash and cash equivalents and other bank balances.
(b) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty default on its obligations. TheCompany's exposure to credit risk arises majorly from trade/other receivables and investment in debt instruments. Other financialassets like security deposits and bank deposits are mostly with government authorities and nationalised banks and hence, theCompany does not expect any significant credit risk with respect to these financial assets. With respect to trade receivables,significant portion (73% at March 31,2025 and 67% as at March 31, 2024) includes dues from state government corporations, whereprobability of default is remote. The Company has constituted regional and corporate credit committees to review trade receivableson periodic basis and to take necessary mitigations, wherever required.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meetsfinancial covenants attached to the interest-bearing borrowings that define capital structure requirements. The breaches in meetingthe financial covenants would permit the bank to immediately call borrowings. There have been no breaches in the financialcovenants of any interest-bearing borrowings in the current year or previous year.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025 andMarch 31, 2024.
41. The Bihar State Government ("the Government”) vide its notification dated April 5, 2016 had imposed ban on trade andconsumption of alcoholic beverages in the State of Bihar. The Company had filed a writ petition with the High Court at Patna,requesting remedies and compensation for losses incurred on account of such abrupt notification, which was allowed by PatnaHigh Court and against which the Government preferred a special leave petition before the Supreme Court of India, which iscurrently pending for final conclusion.
During the financial year 2018-19, in order to maintain the assets in running condition, the Company commenced manufactureof non-alcoholic beverages at its existing manufacturing facility at Bihar. The Company carried out an impairment assessmentof its property, plant and equipment and the recoverable amount for these property, plant and equipment is determined byan external valuer based on a fair value less cost of disposal calculation.
Effective May 1, 2022, the Company has closed its manufacturing operations from the Bihar unit, considering the economiesof scale of operations for non-alcoholic beverages. The Company has received a show cause notice dated June 25, 2022 fromBihar Industrial Area Development Authority (BIADA) for cancellation of its land lease in Bihar considering the non-operationof the manufacturing unit. The Company, based on legal advice, filed its response to the said show-cause notice stating thatthere has been no violation of the BIADA Act and the notice to the Company is not maintainable. BIADA, thereafter, issuedanother show cause notice dated November 2, 2022 to start production within 30 days failing which the allotment of landwould be cancelled forfeiting the allotment money. The Company sought six months' time to commence production as perthe Amnesty Scheme of BIADA. However, BIADA cancelled the allotment of land to the Company vide order dated December16, 2022, against which the Company filed a writ before the High Court of Patna. The High Court vide order dated January25, 2023, directed to maintain the status quo and also directed the Company to file an undertaking that it will commencecommercial production in the unit. The Company has filed undertaking in the High Court that it will start commercial productionin the unit after BIADA recalls the order of cancellation. On February 8, 2023, the High Court directed BIADA to take a policydecision to deal with the situation arising out of the action of BIADA in the present petition and identical matters. On August10,2023 BIADA notified two policies for availing options by the allottees to either (i) surrender the land; or (ii) sell/transfer theland; and on October 5, 2023 BIADA notified another policy also to continue manufacturing activities over the allotted land.
On October 30, 2023, the Company filed an application to amend the aforementioned writ to include additional mattersrelated to setting aside the policy related to the continuance of the manufacturing activities over the allotted land which hasstringent conditions or alternatively direct BIADA to extend the time period to six months to avail the option to sell/transferthe land. The matter is pending with the High Court.
As at March 31, 2025, the carrying value of property, plant and equipment at Bihar is Rs. 6,289 Lakhs (net of depreciationand impairment). Recoverable value is determined based on the higher of value in use and fair value less cost of disposal.In determining the fair value less cost of disposal, the Company evaluated and concluded its right to transfer the leaseholdland after considering contractual rights available to the Company under the BIADA Act.
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Companyfor holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company has balances with the below mentioned companies, struck off under Section 248 of Companies Act, 2013 orSection 560 of Companies Act, 1956.
Name of the Company : RBC Bearings Private Limited
Nature of the transactions: Purchases
Balance outstanding as on March 31, 2025: Rs. Nil (Previous year - Rs. 0.50)
Relationship with struck off company: Not related as per Section 2(76) of the Companies Act 2013
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,except for Rs. 50 Lakhs in relation to loan repaid in the past.
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sourcesor kind of funds) to or in any other persons(s) or entity(ies), including foreign entities (Intermediaries) with the understandingwhether recorded in writing or otherwise, that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (Ultimate Beneficiaries), or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company did not have any such transaction which is not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or anyother relevant provisions of the Income tax Act, 1961.
43. The Code on Social Security, 2020 ("the Code) which would impact the contributions by the Company towards Provident Fundand Gratuity, has received Presidential assent in September 2020. The Code have been published in the Gazette of India.However, the date from which the Code will come into effect has not been notified. The Ministry of Labour and Employment(Ministry) has released draft rules for the Code on November 13, 2020 and has invited suggestions from stake holders whichare under active consideration by the Ministry. The Company will complete its evaluation and will give appropriate impact inits standalone financial results in the period in which the Code becomes effective and the related rules are published.