* a. The company has become holding company of Fiba Hardwyn Locks Limited in which 33% shareholding is held by way of Share Swap Agreement and the effect arisen from 14th March 2023. Both companies have few common shareholder's and common director's, parent/holding company's control, Business Transactions, effective decision making and composition of board of directors of subsidiary company. Hence Holding-Subsidiary relationship has been established on the basis of control.
* b. Company has made an Investment in Fiba Hardwyn Locks Limited through swapping of shares and the effect arise from 14th March 2023. Company has issued/allotted 1,08,66,660 equity shares at an issue price of Rs 320.4129/- per share (face value of Rs 10/- with security premum of Rs 310.4219/- per share) amounting to Rs 3,48,18,18,044/- on preferential basis for consideration other than cash (through swapping of shares) for discharge of purchase consideration payable for acquisition of 33% business in the Target Company (Fiba Hardwyn Locks Limited).
b. T erms/rights 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 held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
37. As per information and explanation given to us, the company "Hardwyn India Limited" Scheme of Amalgamation with "Fiba Hardwyn Locks Limited" is filed with appropriate authorities as on 18th July 2023 and the same is under process for the final outcome at the end of the year.
Earlier, the Company in its Board Meeting held on 21st October, 2022 had duly approved the Scheme of Amalgamation and filed the Scheme of Amalgamation on BSE and NSE but the same was returned due to technical grounds. Further in the interest of the stakeholders of the company, management decided to reconsider the fresh draft Scheme of Amalgamation on 29th June 2023.
39. The business activity of the group falls within one broad business segment viz; “Purchase and Sale of trading of Hardware, kitchen goods and aluminum products There is no income and profit from any other segment as prescribed in IND-AS 108 . Hence the disclosure requirement of IND -AS 108 of “Segment Reporting" is not applicable.
40. As per IND AS-16 ,the group has recognised the lease liability which is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company's incremental borrowing rate.The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. The estimated useful life of right-of-use assets are determined on the basis of remaining lease term.
41. (a.)The company has carried out impairment testing in respect of its acquisition/investment in equity shares of Fiba Hardwyn Locks Limited, its subsidiary company. The company believes that as the acquisition/investment of the shares in the said entity has not been materially impaired at the year end based on the valuation report carried by the valuation expert.
The Investee company has not achieved its projected financial results for the past three financial years. Despite this historical variance between actual and projected results, management has relied upon an independent valuation report for determining the fair value of the investment (or underlying business). We have considered this valuation report in our assessment; however, the continued non-achievement of projections may indicate a risk of overstatement in the valuation assumptions, particularly those relating to future revenue growth and profitability.
(b.) As Per IND AS 109, the Group has written back Rs. 12.58 Lakh (Previous Year Provision Rs 14.95 Lakh) Expected Credit Loss(ECL ) on trade receivable based on the provision matrix formed using the loss rate i.e probability of loss on recovery of Trade receivable is being estimated by the company.
42.The Details Relating to Micro, Small and Medium Enterprises are as Follows:-
Based on information available with the Company, there are few suppliers/service providers who are registered as micro, small or medium enterprise under The Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). Information in respect of micro and small enterprises as required by MSMED Act, 2006 is given as under:
44. Previous year figures are being regrouped/redrafted as and where found applicable to make those comparable with the figures and / or presentation for the current year.The figures for the previous year have been regrouped wherever necessary to comply with amendments in Schedule III of the Companies Act, 2013.
45. All amounts in the financial statements are presented in Lakhs with two decimal except per share data and as otherwise stated.
46. Additional regulatory information required by Schedule III to the Companies Act, 2013
(i) . There are no immovable properties held in the name of the company.
(ii) . The company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.
(iii) . No proceedings have been initiated on or are pending against the Group for holding benami property under the Benami Transactions (Prohibition) Act, 1988.
(iv) . The company have borrowings from banks or financial institutions on the basis of security of current assets. The Company is complying with submission of requisite documents/details as and when required with the respective bank/financial institutions.
(v) . The company has not granted any Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties during the year.
(vi) . The Group has not been declared as wilful defaulter by any bank or financial institution or other lender.
(vii) . As per information and explanation provided to us, The company complied with the number of layers prescribed under clause (87) of section 2 of the Act read with companies (Restriction on number of Layers) Rules, 2017 for the financial years ended March 31, 2025 and March 31, 2024.
(viii) . The Company does not have any charges or satisfaction of charges which is yet to be registered with the Registrar of the Companies beyond the statutory period.
(ix) . The Holding and Subsidiary Company has not advanced/loaned/invested funds (borrowed/share premium/any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (intermediaries), with the understanding (whether 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 by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(x) . The Holding and Subsidiary Company has not received any funds from any other person(s) or entity(ies), including foreign entities (funding party), with understanding (whether recorded in writing or otherwise) that the intermediary shall :
00 Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(xi). The Group has not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.