The functional currency of the Company is Indian rupee.
Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Foreigncurrency denominated monetary assets and liabilities are translated at the exchange rate prevailing on the balancesheet date.
Exchange rate differences resulting from foreign currency transactions settled during the period including year-endtransalation of assets & liabilities are recognised in the statement of profit and loss.
Non-monetary assets which are measured in terms of historical cost denominated in a foreign currency, are reportedusing the exchange rate at the date of initial transation.
Changes in fair value of forward contracts designated as fair value hedge are recognised in the statement of profit andloss.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to thecost of those assets, until such time as the assets are substantially ready for their intended use. Interest incomeearned on the temporary investment of specific borrowings pending their expenditure on qualifying assets isdeducted from the borrowing costs eligible for capitalisation. Capitalization of borrowing cost is suspended andcharges to the statement of Profit and Loss during extended periods whenactive development activity on thequalifying assets is interrupted.All other borrowing costs are recognised in profit or loss in the period in which they areincurred.
(i) Government grants in respect to manufacturing units located in developing regions :
The Company is entitled to various incentives from government authorities in respect of manufacturing units locatedin developing regions. The Company accounts for its entitlements on accrual basis on approval of the initial claim bythe relevant authorities and there is reasonable assurance that the grants will be received.
(ii) Government grants in respect of additional Capital Expenditures :
Government grants whose primary condition is that the Company should purchase, construct or otherwise acquirecapital assets is accounted for as deferred income. The grant is recognised as income over the life of a depreciableasset by accounting deferred income in the Statement of Profit and Loss on a systematic and rational basis over theuseful life of the asset.
(iii) Export Incentives
Export incentives under various schemes are accounted for in the year of export.
(1) Defined Contribution Plan:
Payments to defined contribution retirement benefit schemes viz. Company's Provident Fund Scheme andSuperannuation Fund are recognised as an expense when the employees have rendered the service entitling them tothe contribution.
For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit creditmethod, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement,comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return onplan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or creditrecognised in other comprehensive income in the period in which they occur.
Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and willnot be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment.Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liabilityor asset. Defined benefit costs are categorised as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments andsettlements);
• net interest expense or income; and
• remeasurement.
(i) Gratuity:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. Theplan provides for a lump sum payment to vested employees at retirement, death while in employment or ontermination of employment of an amount equivalent to 15/26 days salary payable for each completed year of service.Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefitspayable in future based on an independent actuarial valuation. The Company has taken a Group Gratuity cum LifeAssurance Scheme with Life Insurance Corporation for future payment of gratuity to the eligible employees.
The Company provides for the encashment of compensated absences with pay subject to certain rules. Theemployees are entitled to accumulate compensated absences subject to certain limits, for future encashment.Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short-term employeebenefit and the accumulated leave expected to be carried forward beyond twelve month is treated as long-termemployee benefit which are provided based on the number of days of un utilised compensated absence on the basisof an independent actuarial valuation.
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during theyear. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised inother comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised inother comprehensive income or directly in equity, respectively. Income tax expense represents the sum of the taxcurrently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' asreported in the statement of profit or loss and other comprehensive income/statement of profit or loss because ofitems of income or expense that are taxable or deductible in other years and items that are never taxable ordeductible.
The Company's current tax is calculated using tax rates that have been enacted or substantively enacted by the endof the reporting period.
Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities arerecognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities andtheir carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or an assetor liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss atthe time of the transaction.
Deferred income tax asset are recognised to the extent that it is probable that taxable profit will be available againstwhich the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be
utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to theextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredincome tax asset to be utilised.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxableincome in the years in which the temporary differences are expected to be received or settled.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authorityand the relevant entity intends to settle its current tax assets and liabilities on a net basis.
Property, plant and equipment held for use in production or supply of goods or services or for administrative purposesare stated at cost less accumulated depreciation/amortization less accumulated impairment, if any. The cost of fixedassets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (otherthan those subsequently recoverable from the tax authorities), any directly attributable expenditure on making theasset ready for its intended use, and interest on borrowings attributable to acquisition of qualifying fixed assets up tothe date the asset is ready for its intended use.
Capital work-in-progress for production, supply of administrative purposes is carried at cost less accumulatedimpairment loss, if any, until construction and installation are complete and the asset is ready for its intended use.
Depreciation is recognized (other than on capital work-in-progress) on a straight line basis over the estimated usefullives of assets in respect of property plant & equipment & computers acquired after 1st April 2006. Property plant &equipment including non factory building furniture fixutures & vehicles acquired prior to 1st April 2006 are depreciatedunder WDV Method at the rates prescribed under Schedule II of Companies Act, 2013. Depreciation on assetsacquired/ purchased, sold/discarded during the year is provided on a pro-rata basis from the date of each addition tillthe date of sale/retirement.
The economic useful lives of assets is assessed based on a technical evaluation, taking into account the nature ofassets, the estimated usage of assets, the operating conditions of the assets, past history of replacement, anticipatedtechnological changes, maintenance history, etc.The estimated useful life is reviewed at the end of each reportingperiod, with effect of any change in estimate being accounted for on a prospective basis.
Where the cost of part of the asset is significant to the total cost of the assets and the useful life of that part is differentfrom the useful of the remaining asset, useful life of that significant part is determined separately. Depreciation of suchsignificant part, if any, is based on the useful life of that part.
Freehold land is not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits areexpected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an itemof property, plant and equipment, determined as the difference between the sales proceeds and the carrying amountof the asset, is recognized in the Statement of Profit or Loss.
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulatedamortization. Amortization is recognized on a straight line basis over their estimated useful lives of 5 years, whichreflects the pattern in which the asset's economic benefits are consumed. The estimated useful life, the amortizationmethod and the amortization period are reviewed at the end of each reporting period, with effect of any change inestimate being accounted for on a prospective basis.
An intangible asset is derecognized on disposal or when no future economic benefits are expected from use ordisposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between thenet disposal proceeds and the carrying amount of the asset, and are recognised in the profit or loss when the asset isderecognised.
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets todetermine whether there is any indication that those assets have suffered an impairment loss. If any such indicationexists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (ifany). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates therecoverable amount of the cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, theestimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects currentmarket assessments of the time value of money and the risks specific to the asset for which the estimates of futurecash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, thecarrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss isrecognized immediately in profit and loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) isincreased to the revised estimate of its recoverable amount, but so that the increased carrying amount does notexceed the carrying amount that would have been determined had no impairment loss been recognized for the asset(or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit and loss.
Inventories of raw materials, stock-in-trade, stores & spares, Fuel, packing material, work in progress, stock in tradeand finished goods are valued at the lower of cost and net realizable value after providing for obsolescence and otherlosses, where considered necessary. Stock of scrap and spent acid is valued at net realizable value. Cost compriesesall cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present locationand condition. Stores and spares are valued on weighted average cost basis and all others are valued on a FIFObasis.
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions ofthe instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directlyattributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets andfinancial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initialrecognition of financial asset or financial liability.
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts ofcash that are subject to an insignificant risk of change in value and having original maturities of three months or lessfrom the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks whichare unrestricted for withdrawal and usage.
Financial assets are subsequently measured at amortised cost if these financial assets are held within a businesswhose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of thefinancial asset give rise on specified dates to cash flows that are solely payments of principal and interest on theprincipal amount outstanding.
Financial assets are measured at fair value through other comprehensive income if these financial assets are heldwithin a business whose objective is achieved by both collecting contractual cash flows and selling financial assetsand the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments ofprincipal and interest on the principal amount outstanding.
Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fairvalue through other comprehensive income on initial recognition. The transaction costs directly attributable to theacquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in profit orloss.
Investment in subsidiaries are measured at cost as per Ind AS 27 - Separate Financial Statements.
Financial liabilities
Financial liabilities are measured at amortised cost using the effective interest method.
Financial guarantee contracts:
A Financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse theholder for a loss it incurs because a specified debtor fails to make payments when due in accordance with the terms ofa debt instruments.
Financial guarantee contracts issued by a holding company are initially measured at their fair values and, if notdesignated as at FVTPL, are subsequently measured at the higher of :
• The amount of loss allowance determined in accordance with impairment requirements of IND AS 109; and
• The amount initially recognised less, when appropriate, the cumulative amount of income recognised inaccordance with the principles of IND AS 18.
An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of itsliabilities. Equity instruments recognised by the Company are recognised at the proceeds received net off direct issuecost.
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition,no reclassification is made for financial assets which are equity instruments and financial liabilities. For financialassets which are debt instruments, a reclassification is made only if there is a change in the business model formanaging those assets. Changes to the business model are expected to be infrequent. The Company's seniormanagement determines change in the business model as a result of external or internal changes which aresignificant to the company's operations. Such changes are evident to external parties. A change in the businessmodel occurs when a company either begins or ceases to perform an activity that is significant to its operations. If theCompany reclassifies financial assets, it applies the reclassification prospectively from the reclassification date whichis the first day of the immediately next reporting period following the change in business model. The Company doesnot restate any previously recognized gains, losses (including impairment gains and losses) or interest.
Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there iscurrently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, torealize the assets and settle the liabilities simultaneously.
The Company reports basic and diluted earnings per share in accordance with Ind AS 33 on Earnings per share.Basic earnings per share is computed by dividing the net profit or loss for the period by the weighted average numberof equity shares outstanding during the period. Diluted earnings per share is computed by dividing the net profit or lossfor the period by the weighted average number of equity shares outstanding during the period as adjusted for theeffects of all diluted potential equity shares except where the results are anti-dilutive.
The Company presents assets and liabilities in the balance sheet based on current/non-current classification. Anasset is classified as current when it satisfies any of the following criteria:
- It is expected to be realized or intended to be sold or consumed in normal operating cycle
- It is held primarily for the purpose of trading
- It is expected to be realized within 12 months after the date of reporting period, or
- Cash and cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12months after reporting period.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
A liability is current when it satisfies any of the following criteria:
- It is expected to be settled in normal operating cycle
- It is due to be settled within 12 months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least 12 months after the reportingperiod Current liabilities include the current portion of long term financial liabilities.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets and their realization in cash and cash equivalents.The Company has identified 12 months as its operating cycle.
Ordinary shares are classified as equity. Incremental costs, if any, directly attributable to the issue of ordinary sharesare recognized as a deduction from other equity, net of any tax effects.
Fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. The fair value measurement is based on thepresumption that the transaction to sell an asset or transfer the liability takes place either:
- in the principle market for the asset or liability
- in the absence of principle market, in the most advantageous market for the asset or liability.
The principle or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use whenpricing the asset or liability, assuming that market participants act in their economic best interest.
The fair value measurement of a non-financial asset takes into account a market participant's ability to generateeconomic benefits by using the asset in its highest and best use or by selling it to another market participant that woulduse the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data areavailable to measure fair value, maximizing the use of relevant observable inputs and minimizing the use ofunobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized withinthe fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair valuemeasurement as a whole:
Level 1 - Quoted (Unadjusted) Market prices in active markets for incidental assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 - Valuation Techniques for which the lowest level input that is significant to the fair value measurement isunobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Companydetermines whether transfers that have occurred between levels in the hierarchy by re-assessing categorization(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of eachreporting period.
Determination of Fair Value
After initial measurement the financial assets are subsequently measured at amortized cost using the EffectiveInterest Rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium onacquisition and fees or cost that are an integral part of the EIR.
Measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the OtherComprehensive Income (OCI). On derecognition of the asset, cumulative gain or loss previously recognized in OCI isreclassified from the equity to P&L.
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria forcategorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
On initial recognition, the Company can make an irrevocable election (on an instrument by instrument basis) topresent the subsequent changes in fair value in ither comprehensive income pertaining to investments in equityinstruments. These elected inbestments are initially measured at fair value plus transaction costs. Subsequently, theyare measured at fair value with gains / losses arising from changes in fair value recognized in other comprehensiveincome. This cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit & loss, loansand borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, asappropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net ofdirectly attributable transaction costs. The Companies financial liabilities include trade and other payables, loans andborrowings including bank overdrafts and derivative financial instruments.
Financial liabilities at fair value through profit & loss include financial liabilities held for trading and financial liabilitiesdesignated upon initial recognition as at fair value through profit or loss. All changes in fair value of such liabilities arerecognised in statement of profit or loss.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost usingthe EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well asthrough the EIR amortization process. The EIR amortization is included as finance costs in the statement of profit andloss.
Dividend on share is recorded as liability on the date of approval by the shareholders and is shown as a reductionfrom retained earnings under Other Equity.
The Company identifies primary segments based on the dominant source, nature of risks and returns and the internalorganisation and management structure. The operating segments are the segments for which separate financialinformation is available and for which operating profit / loss amounts are evaluated regularly by the Chief OperatingDecision Maker (CODM) in deciding how to allocate resources and in assessing performance.
'The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments onthe basis of their relationship to the operating activities of the segment. Inter-segment revenue is accounted on thebasis of transactions which are primarily determined based on market / fair value factors. Revenue, expenses, assetsand liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis havebeen included under “unallocated revenue / expenses / assets / liabilities”.
(i) During the year ended 31st March, 2025,the Company has issued and allotted 8,23,52,603 fully paid up Equity Shares underrights issue at an issue price of Rs. 6.06 per share (including a premium of Rs. 5.06 per Equity Share) to eligible equityshareholders in the ratio of 1 Right Equity Share for every 3 fully paid -up equity share held. Accoringly, the paid up equity sharecapital of the Company has been increased from Rs. 24,70,58,454 to Rs. 32,94,11,057 by addition of 8,23,52,603 equity shares.
(ii) During the year ended 31st March, 2024, the Company has issued and allotted 4,49,19,719 equity shares of Re. 1/- each toeligible shareholders of equity shares on the book closure date (i.e. 5th July, 2023) as fully paid up bonus equity shares bycapitalizing reserves
(iii) The company has converted 65,20,606 share warrants into equivalent no of equity shares of Rs 1 each at a premium of Rs152.36 /- per equity shares on preferential basis during the year ended 31-03-2023 .These shares are under lock -in for a periodof one year from the date of issue and consequently restricted for transfer.
(iv) (iv) During the year ended 31st March, 2022, the Company has issued and allotted 5,58,90,894/- equity shares of Re. 1/- eachto eligible shareholders of equity shares on the book closure date (i.e. 19th July, 2021) as fully paid up bonus equity shares bycapitalizing reserves.
(v) During the year ended 31st March, 2021, the Company has issued and allotted 4,65,75,745/- equity shares of Re. 1/- each toeligible shareholders of equity shares on the book closure date (i.e. 17th September, 2020) as fully paid up bonus equity sharesby capitalizing reserves.
Capital Reserve is utilised in accordance with the provisions of the Act.
Capital Redemption Reserve
Capital redemption reserve represents reserve created on redemption of preference shares. It is non distributable reserve.During the year ended March 31,2024 the company has utilised Rs. 34,10,088/- of the reserve towards issued of fully paidup bonus shares.
Securities Premium Reserve
Securities premium reserve represents the amount received by the company on issue of securities over and above the facevalue of the securities. During the year ended March 31, 2024 the company has utilised Rs. 4,15,09,631 of the reservetowards issue of fully paid up bonus shares. During the year ended 31st March, 2025, the company has raised moneythrough rights issue at Rs. 6.06 per equity share, including premium of Rs. 5.06 per equity share which has been credited toSecurities Premium Reserve.
Retained Earnings
The amount that can be distributed by the company as dividend to its equity shareholders.
Transition Revaluation Reserve
Transition Reserve represents reserve created on transition from Accounting Standards to Ind AS.
General Reserve
General reserve is used from time to time to transfer profits from retained earnings for appropriation purpose.
(a) Term loan from banks & other financial institutions are secured by charge created on plant & machinery, motor vehicles andfactory land and building and residential property situated at Roha Raigad. Refer Note (d) below for terms of repayment, rate ofinterest etc. Further, these loans are secured by a lien on amounts invested in fixed deposits as mentioned in Note No. 12 tothese financial statements. Further, these loans are also secured by the personal guarantees of Mr. Asit Javeri & AbhishekJaveri, Chairman and Managing Director, and Corporate guarantee of Manekchand Panachand Trading Investment Co PvtLtd, holding company of the Company and shares of the Company held by the holding Company.
(b) Further, the Company has working capital facilities in Indian currency from a banks carrying interest rate ranging between8.10% to 12.75 % p.a. These facilities are repayable on demand, secured by way of first pari passu charge on the present andfuture current assets of the company, second pari passu charge on entire movable and immovable fixed assets of thecompany, present and future at plot no 47, MIDC, Roha Industrial Area, Raigad District - 402116, investments in Mutual Fundsand further secured by personal guarantee of Chairman and Managing Director of the company and Corporate guarantee ofManekchand Panachand Trading Investment Co Pvt Ltd, holding company of the Company.
(c) Inter Corporate Deposits are carrying interest rate in the range of 10-15% and repayable on or before March 31,2025.
The key objective of the Company's capital management is to ensure that it maintains a stable capital structure with thefocus on total equity to uphold the investor, creditor and customer confidence and to ensure future development of itsbusiness. The Company is focused on keeping strong total equity base to ensure independence, security as well highfinancial flexibility for potential future borrowings, if required without impacting the risk profile of the company. TheCompany's goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annualdividends in future periods. The amount of future dividends of equity shares will be balanced with efforts to continue tomaintain an adequate liquidity status.
The company has exposure to the following risks arising from financial assets & liabilities :
a) Credit risk
b) Liquidity risk
c) Market risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contractleading to financial loss. The credit risk arises principally from its operating activities ( primarily trade receivables) andfrom its financing activities including deposits with banks and financial institutions and other financial instruments.
The customer credit is managed by the company's established policy , procedures and controls relating to customercredit management. The company has established a credit policy under which each new customer is analysedindividually for credit worthiness before the company's standard payment and delivery terms and conditions areoffered. The company's review includes external ratings where available and other publicaly available financialinformation. Outstanding customers receivables are regularly monitored and any shipment to major customers aregenerally covered by letter of credit or other forms of credit insurance.
Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financialliabilities that are settled by delivering cash or another financial asset. The company's approach to managing liquidity is toensure as far as possible that will have sufficient liquidity to meet its liabilities when they are due under both normal andstressed conditions without incurring unacceptable losses or risking damage to company's reputation.
The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk isperceived. In addition, the company maintains the following line of credit.
The Company has working capital facilities in Indian currency from a banks carrying interest rate ranging between 8.10% to12.75 % p.a. These facilities are repayable on demand, secured by way of first pari passu charge on the present and futurecurrent assets of the company, second pari passu charge on entire movable and immovable fixed assets of the company,present and future at plot no 47, MIDC, Roha Industrial Area, Raigad District - 402116, investments in Mutual Funds andfurther secured by personal guarantee of Chairman and Managing Director of the company and Corporate guarantee ofManekchand Panachand Trading Investment Co Pvt Ltd, holding company of the Company.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Such changes in the values of financial instruments may result from changes in the foreign currencyexchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk isprimarily on account of foreign currency exchange rate risk.
Foreign Currency exchange rate risk
The Company operates internationally and major portion of the business is transacted in several currencies andconsequently the company is exposed to foreign exchange risks through operating activities in foreign currency.
28.1 During the year ended 31st March ,2025, the Company has issued and allotted 8,23,52,603 fully paid up EquityShares of Re. 1/- each at an issue price of Rs 6.06 per share (including a premium of Rs 5.06 per Equity Share) toeligible equity shareholders.
28.2 During the previous year ended 31st March, 2024, the Company has issued and allotted 4,49,19,719equity shares of Re. 1/- each to eligible equity shareholders on the book closure date (i.e. 5th July, 2023)as fully paid up bonus equity shares by capitalizing reserves.
The earning per share figures for the previous year have been restated to give effect of the allotement of the bonusshares, as required by IND-4533, 'Earning Per Share' Accordingly the opening & closing no. of outstanding equityshares has been restated and consequently the EPS for the previous year has also been restated.
The Company makes Provident Fund contributions to defined contribution plan administered by the Regional ProvidentFund Commissioner. Under this scheme, the Company is required to contribute a specified percentage of payroll cost tofund the benefits. The Company has recognized Rs. 1,21,29,667/- towards Provident Fund and other fund contributions(March 31,2024: Rs. 1,08,97,616 /-)in the Statement of Profit and Loss. The provident fund and ESIC contributions payableby the Company are in accordance with rules framed by the Government from time to time.
(b) Defined Benefit Plans:
Gratuity
The employee's gratuity fund scheme managed by a trust is a defined benefit plan.The present value of the obligation isdetermined based on actuarial valuation using the projected unit credit method,which recognises each period of service asgiving rise to adiitional unit of employee benefit entitlement and measures each unit seperately to build up the finalobligation. The obligation for leave encashment is recognised in the same manner as gratuity.
The estimated rate of escalation in salary considered in actuarial valuation,take into account inflation,seniority promotionand other relevant factor including supply and demand in the employment market. The above information is certified byactuary. The expected rate on plan assets is determined considering several applicable factor,mainly the composition ofplan assets held assessed risk ,historical result of return on plan assets and the company's policy for plan assetsmanagement.
The Company has a defined benefit plan for every employee who has completed five year or more of service gets a gratuityon departure at 15 days salary ( last drawn salary) for each completed year of service. The scheme is unfunded.
The Company has a defined unfunded obligation for leave encashment. Generally the leave encashment is paid toemployees as and when claimed.
As required under Section 135 of the Companies Act, 2013, the Board of the Company in its meetings held on 19th October,2018 has constituted a Corporate Social Responsibility Committee (CSR Committee).
The Board of Directors of the Holding Company has approved the CSR policy based on the recommendation of the CSRCommittee and is in the process of identifying the activities for CSR spends.
The Company had undertaken a major expansion project which entailed a significant capital outlay over the past threeyears. Accordingly, majority of the Company's limited resources were utilized during this period towards the completion ofthe expansion project & towards the day to day operations of the Company.
However, the unprecedented Covid-19 pandemic, severly affected the market conditions globally which put tremendousstrain on the working capital requirements and resulted in a financial squeeze on the operating margins of the Company.During the current financial year, the company has completed a significant portion of its expansion. This coupled with animprovement in the global market conditions will help reduce the strain on the finances of the Company in the subsequentyear which in turn will enable the Company to meets its past obligations with reagrds to Corporate Social Responsibility.
The Company has already spent the necessary amount towards Corporate Social Responsibility expenditure for thefinancial year ended 31st March, 2025 which was required to be spent in compliance with the provisions of Section 135 ofthe Companies Act, 2023. The Company shall strongly endeavour to meet its past CSR spending obligations by transferringthe amount of Rs. 218.19 Lakhs to the funds prescribed under Schedule VII of the Companies Act at the earliest possible.
Transfer Pricing
The Company has 'international transactions with associated enterprises' which are subject to Transfer Pricing regulationsin India. These regulations, inter alia, require the maintenance of prescribed documents and information for the basis ofestablishing arm's length price including furnishing a report from an Accountant within the due date of filing the return ofincome.
For the fiscal year ended March 31,2025, the Company has taken necessary steps including conducting a study as requiredby the regulations and the Accountant's report in this regard is awaited. In the opinion of the management, the transactionsare carried out at arm's length and no adjustments is expected to arise thereon.
Segment Reporting
In accordance with Ind AS 108, "Operating Segments", the Company has presented segment information on the basis ofconsolidated financial statements which form part of this report.
Borrowing Cost
During the year, the Company has capitalized Rs. 1402.58 Lakhs (P.Y. Rs. 566.69 Lakhs ) as part of cost of qualifying CWIPas borrowing costs.
The preparation of the Company's financial statements requires management to make estimates and assumptions thataffect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and thedisclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that requirea material adjustment to the carrying amount of assests or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that havea significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financialyear, are described below. The Company based its assumptions and estimates on parameters available when the financialstatements were prepared. Existing circumstances and assumptions about future developments, however, may changedue to market changes or circumstances arising that are beyond the control of the Company. Such changes will be reflectedin the assumptions when they occur.
Impairment exists when the carrying value of an asset or Cash Generating Unit (CGU) exceeds its recoverable amount,which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculationis based on available data from binding sales transactions, conducted at arm's length, for similar assets or observablemarket prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. Thecash flows are derived from the budget for the next five years and do not include restructuring activities that the Company isnot yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested.The recoverable amounts sensitive to the discount rate used for the DCF model as well as the expected future cash-inflowsand the growth rate used for extrapolation purposes.
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuityobligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that maydiffer from actual developments in the future. These include the determination of the discount rate, future salary increasesand mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operatedin India, the management considers the interest rates of government bonds in currencies consistent with the currencies ofthe post-employment benefit obligation.
The mortality rate is based on publicaly available mortality tables for the specific countries. Those mortality tables tend tochange only at interval in response to demographic changes. Future salary increases and gratuity increases are based onexpected future inflation rates.
Details about gratuity obligations are given in Note 29.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based onquoted prices in active markets, the fair value is measured using valuation techniques including the DCF model. The inputsto these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement isrequired in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk andvolatility. Changes in assumptions about these factors could affect the reported fair value target and the discount factor.
The Company has valued its financial instruments through profit & loss which involves significant judgements and estimatessuch as cash flows for the period for which the instrument is valid, EBITDA of investee company, fair value of share price ofthe investee company on meeting certain requirements as per the agreement, etc. The determination of the fair value isbased on expected discounted cash flows. The key assumptions take into consideration the probability of meeting eachperformance target and the discount factor.
The fair value hierarchy is based on inputs to valution techniqes that are used to measure fair value that are eitherobservable or unobservable and consist of the following three levels :
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs are other than quoted prices included within level 1 that are observable for the asset or liability, eitherdirectly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair value are determined in whole or inpart using a valuation model based on assumption that are neither supported by prices from observable current markettransaction in the same instrument nor are they based on available market data.
The Investments included in leval 3 of fair value heirachy have been valued using the cost approach to arrive at their fairvalue. The cost of unquoted investments approximate the fair value because there is a wide range of possible fair valuemeasurements and the cost represents estimate of fair value within the range.
No proceedings have been initiated or are pending against the Company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder during the year.
The Company has not been declared wilful defaulter by any bank or financial institution or any other lender during the year.Note 42 : Relationship with Struck Off Companies
The Company does not have any transactions or balances with the companies struck off under Section 248 of theCompanies Act, 2013 or Section 560 of Companies Act, 1956 during the year and the previous year.
During the year, there are no instances of any registration, modification or satisfaction of charges which are pending forregistration, modification or satisfaction with Registrar of Companies (ROC) beyond the statutory period except in case ofRs. 41,50,000/- taken from Kotak Mahindra Prime Ltd., against hypothecation of vehicle.
The Company is in compliance with the relevant provisions of the Companies Act, 2013 with respect to the number of layersprescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number ofLayers) Rules, 2017.
No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity,including foreign entity (“Intermediaries”).
No funds (which are material either individually or in the aggregate) have been received by the Company from any person orentity, including foreign entity (“Funding Parties”).
The Company does not have any transactions not recorded in books of accounts that has been surrendered or disclosed asincome during the year and previous year in the tax assessments under the Income Tax Act, 1961.
The Company has not traded or invested in any crypto currency or virtual currency during the year and previous year.Note 48 :
There has been no fraud by the Company or on the Company during the year and previous year.
There is no scheme of arrangement approved by the Competent Authority in terms of sections 230 to 237 of the CompaniesAct, 2013 during the year and hence, no disclosures are required to be made by the Company in these financial statementsfor the year ended 31st March, 2025
Dividends paid during the year ended March 31,2025 include an amount of Rs 0.15 per equity share towards final dividendfor the year ended March 31,2024. Dividends paid during the year ended March 31,2024 include an amount of Rs. 0.15 perequity share towards final dividend for the year ended March 31,2023.
Dividends declared by the Company are based on the profits available for distribution. The Board of Directors haveproposed a final dividend of 10% i.e. Rs. 0.10 (Previous year Rs. 0.15) per equity share amounting to Rs. 3,29,41,106/- forthe year 2024-25 ( Previous year Rs. 3,70,58,768/-) after the balance sheet date, subject to the approval of shareholders atthe ensuing Annual General Meeting of the Company and therefore, the proposed final dividend has not been recognised asthe liability as at the balance sheet date in line with Ind AS 10 on 'Events after the reporting period'.
No adjusting or significant non-adjusting events have occurred between the reporting date and date of authorization.
During the year, the company has completed the acquistion of Calchem Industries (India) Limited ("Calchem"), a companyunder insolvency proceedings as approved by the order of the Honorable National Company Law Tribunal (NCLT) datedOctober 29, 2024. The Company has taken possession of Calchem Industries (India) Limited, along with the plant, land andmachinery at Roha which adjacent to Company's current factory. Pursuant to this acquisition, Calchem Industries (India) Ltdis now a wholly owned subsidiary of Sadhana Nitro Chem Limited (SNCL).
The acquisition cost of Rs. 950 Lakhs has been paid in the nature of subscription of share capital of Calchem amounting Rs.200 Lakhs and the balance as a loan to the subsidiary as a loan at the rate of 15% p.a.
(i) The above difference are due to the fact that the valuation of inventory of raw material, work in progress & finished goodssubmitted to the banks where based on the approximation / previous quarter's costing figures as the same were due forsubmission to banks within a fortnight of month closing, whereas in the books of accounts the valuation was done usingthe actual costing as at the quarter ending. The differences arisen due to these are not material.
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rs. In Lakhs as per the
requirement of Schedule III of the Companies Act, 2013, unless otherwise stated.
Previous year's figures have been regrouped, rearranged & reclassified where ever considered necessary.
For Jayesh Dadia & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number :121142W/W100122
Asit D Javeri Mukul S Mehra
Executive Chairman Director
DIN: 00268114 DIN: 01542984
Jayesh Dadia Abhishek A Javeri Rakesh Kothari
Partner Managing Director Chief Financial Officer
Membership Number : 033973 DIN: 00273030
Smt. Seema A Javeri Nitin R Jani
Executive Director Company Secretary
Place : Mumbai Administration
Date : 02nd May, 2025 DIN: 01768936