7.1. Trade Receivables
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical 'flow rate' of trade receivables based on their ageing over a rolling period of past 24 months. This methodology takes into account the sum of the product of: a) balance as at the evaluation date in each age bucket, b) probability of default for the respective age bucket and c) loss given default. The range of provision created as a percentage of outstanding under various age groups below 120 days past due ranges between 0.26% to 14.95%.
10.2 Pursuant to The Taxation Laws (Amendment) Ordinance, 2019 ("the Ordinance") issued on September 20, 2019, corporate assessees have been given an option to apply a lower income tax rate with effect from April 01, 2019, subject to certain conditions specified therein. Based on an evaluation of the comparative tax costs considering the future performance forecasts, the management is of the opinion that it would not be beneficial for the company to avail the option under the Ordinance as above till the year in which the company's unused tax losses and MAT Credit entitlements are fully utilised. Accordingly, there is no impact at present in the measurement of tax expense for the year ended March 31,2024 and the Deferred Tax Asset (net) as on that date.
11.4. The Company has one class of shares i.e. equity shares having a par value of '10 per share. Each holder of equity share is entitled to one vote per share. The dividend if any proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to share holding.
Amounts received against share warrants that are pending to be allotted as at balance sheet date are disclosed as 'Money received against share warrants'.
During the year ended March 31, 2022, the company has allotted 5,15,463 warrants convertible into equity shares to Rane Holdings Limited (the holding company) on preferential basis at a price of '291 per warrant, carrying a right to subscribe to one equity share per Warrant. As per the terms of issue, 25% of the warrant price amounting to '3.75 Crores was received at the time of subscription these warrants are convertible into equity shares of the Company within a period of 18 months from the date of allotment of warrants.
During the year ended March 31, 2023, out of 5,15,463 warrants, 3,43,642 warrants were converted to equity shares and on conversion the Company received '7.5 crores from Rane Holdings Limited as warrant exercise price towards such conversion and has allotted equivalent equity shares of '10/- each fully paid. Consequently, the issued and paid up capital of the Company as on March 31,2023 stands increased to '7.06 crores.
During the year ended March 31, 2024, balance 1,71,821 warrants were converted to equity shares and on conversion the Company received '3.75 crores from Rane Holdings Limited as warrant exercise price towards such conversion and has allotted equivalent equity shares of '10/- each fully paid. Consequently, the issued and paid up capital of the Company as on March 31,2024 stands increased to '7.23 crores.
In respect of the year ended March 31, 2024, the directors proposed that a dividend of '5 per share (previous year ' Nil), be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is '3.62 crores (previous year ' Nil).
i) Rupee Term loans are secured by Pari-passu basis first charge on the company's immovable and movable fixed assets both present and future.
ii) ECLGS loans are secured as stated below:
HDFC Bank Ltd - Secured by second rank charge on all existing primary and collateral securities including mortgages created in favour of the Bank.
Federal Bank Ltd - Security interest/charge on all movable/immovable assets created out of the ECLGS Loan. Second charge on all primary and collateral securities available for the existing facilities with us.
13.3
i) Short term borrowings are secured with first pari-passu charge by hypothecation of raw materials, work in progress, finished goods, stores & spares and book debts of the company, both present and future.
ii) Bill discounting from Banks represents liability in respect of vendor financing facility availed by certain Customers with recourse to the Company.
iii) None of the above loans have been guaranteed by any Directors or others.
13.4 Quarterly stock statements filed by the Company with banks along with reconciliation and reasons for differences is as
FY 23 - includes remuneration paid to Mr.Murali Rajagopalan (retired on November 30, 2022)
Note 29 : Employee Benefit Plans
A. Defined contribution plans
The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.
(a) Provident fund and pension
I n accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary.
(b) Superannuation fund
The Company has a superannuation plan for the benefit of its employees. Employees who are members of the defined benefit superannuation plan are entitled to benefits depending on the years of service and salary drawn.
Separate irrevocable trusts are maintained for employees covered and entitled to benefits. The Company contributes up to 15% of the eligible employees' salary to the trust every year. Such contributions are recognised as an expense as and when incurred. The Company does not have any further obligation beyond this contribution.
The total expense recognised in profit or loss of '5.60 Crores (for the year ended March 31,2023: '4.13 Crores) represents contributions paid to these plans by the company at rates specified in the rules of the plans.
B. Defined benefit plans :
The defined benefit plans operated by the Company are as below:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established as trusts or insurance companies. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The current service cost and the net interest expense for the year are included in the 'Employee benefits expense' line item in the statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
(v) Risk Exposure
The Company has invested the plan assets with the insurer managed funds. The expected rate of return on plan asset is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The expected rate of return on plan assets is based on the composition of plan assets held (through LIC), historical results of the return on plan assets, the company's policy for plan asset management and other relevant factors.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet. There was no change in the methods of assumptions used in preparing the sensitivity analysis from prior years.
Note 30 : Segment Reporting
The Company is engaged in the activities related to manufacture and supply of auto components for transportation industry. Since the Chief Operating Decision Maker (Board of Directors) review the operating results as a whole for purposes of making decisions about resources to be allocated and to assess its performance, the entire operations are to be classified as a single business segment, namely components for transportation industry. The geographical segments considered for disclosure are -India and Rest of the World. All the manufacturing facilities are located in India.
The tax rate used for the reconciliations above is the corporate tax rate of 34.944% payable by corporate entities in India on taxable profits under the Indian tax law.
Note 32 : Financial Instruments 32.1. Capital management
For the purpose of the Company's capital management, capital includes issued capital, other equity reserves attributable to the equity shareholders of the Company and debt. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern, and to maintain an optimal capital structure so as to maximize shareholder value and reduce the cost of capital. The Company determines the capital funding requirement based on it's long term budgets, which are met through equity, internal accruals and a combination of both long-term and short-term borrowings.
1) The Company carries equity investment in companies which were made at the respective face values. As per the Share Subscription agreements entered into by the company in respect of these investments, the shares shall be bought back at fair value. Since there is no material change in the fair value between the investment date and the reporting date, the cost of investment (being the fair value as at the investment date) is regarded as the best estimate of its fair value as at the reporting date.
I n view of the above, disclosure of the sensitivity of fair value measurement in unobservable inputs is not considered relevant.
2) Fair value of derivative instruments (forward contracts) is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curves in the respective currencies.
3) I n the opinion of the management, the carrying amounts of financial assets and financial liabilities recognised in the financial statements are a reasonable approximation of their fair values. Hence no separate disclosures of fair value has been made.
4) There has been no transfers between level 2 and level 3 for the year ended March 31, 2024 and March 31, 2023.
32.3 Financial risk management
The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of Directors ('Board') oversee the management of these financial risks through its Risk Management Committee.'The Company monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks.
The following disclosures summarize the Company's exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Company.
32.3.1 Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions. Market risk mainly comprises of interest rate risk, currency risk . Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables and derivative financial instruments.The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and other price risk.
There has been no change to the Company's exposure to market risks or the manner in which these risks are being managed and measured.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company's exposure to changes in interest rates primarily relates to the companies outstanding floating rate debt. The company has mainly INR denominated long term debt which are subject to annual interest rate reset. Based on the past experience the variability of interest on such INR denominated loans is not expected to be material. Further there are only short term foreign currency debt in the form of packing credit which are subject to minimal changes in interest rate during it's term.
(b) Foreign Currency risk
The company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising derivative contracts. The risk management objective of the company is to hedge risk of change in the foreign currency exchange rates associated with it's direct & indirect transactions denominated in foreign currency. Since most of the transactions of the company are denominated in its functional currency (INR), any foreign exchange fluctuation affects the profitability of the Company and its financial position. Hedging provides stability to the financial performance by estimating the amount of future cash flows and reducing volatility.
The Company does not enter into a foreign exchange transaction for speculative purposes i.e. without any actual / anticipated underlying exposures.
32.3.2. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The company's exposure of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management.
Trade receivables consist of a large number of customers, ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased. Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognized financial institutions with high credit ratings assigned by the international credit rating agencies.
The Company's trade and other receivables consists of a large number of customers, across geographies, hence the Company is not exposed to concentration risk.
32.3.3 Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's short-term, medium-term and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The following tables detail the company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
Note 34 : As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the company. However there is no applicability u/s.135 to make contribution.
Note 35 : There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund ("IEPF") as on March 31,2024.
Note 36 : Revenue expenditure during the year on Research & Development activities shown under the various heads of account amounted to '2.45 Crores (Previous Year '2.33 Crores).
Note 37 : Exceptional Items represents:
(i) Voluntary Retirement Scheme (VRS) expenditure incurred in respect of employees who have opted for VRS amounting to '0.09 Crores (Previous Year '0.48 Crores),
(ii) Customer Quality Claims of '1.13 Crores (Previous Year '6.19 Crores), in respect of certain valves supplied to an overseas customer. The company has initiated insurance claim in respect of the same, which is under process and would be recognised once there is virtual certainty of realization. Further, the Company has also made an estimated provision of '3.00 Crores during March 31,2024 to meet likely costs towards possible claim for valves supplied to another overseas customer.
(iii) Merger related expenses amounting to '1.20 Crores (Previous Year ' Nil).
The above information regarding micro enterprise and small enterprises has been determined on the basis of information available with the Company. This has been relied upon by the auditors.
Note 39 : No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(1) Earning available for Debt Service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like loss on sale of Fixed assets etc.
(2) Debt service = Interest & Lease Payments Principal Repayments
(3) Working capital shall be calculated as current assets minus current liabilities
(4) Capital Employed = Tangible Net Worth(excluding Intangible Assets) Total Debt
* Variance is mainly on account of increase in operational profitability during the year driven by topline growth coupled with operational improvements.
Note 41 : The Board of Directors of the Company in their meeting held on February 09, 2024, based on recommendations of the Audit committee considered and approved the proposed scheme of amalgamation (*scheme") of the Company and Rane Brake Lining Limited with and into Rane (Madras) Limited and their respective shareholders, with effect from April 01, 2024 (the appointed date") under sections 230 to 232 of the Companies Act, 2013, and other applicable sections and provisions of the Companies Act, 2013 read together with the rules made thereunder. The aforesaid scheme is subject to the approval of shareholders and creditors of the respective companies, Stock Exchanges, National Company Law Tribunal and such other approvals as may be required.
Note 42 : The previous year's figures have been re-grouped, reclassified wherever necessary so as to make them comparable with the current year's figures.
Note 43 : Figures in brackets in the Schedules and Notes pertain to previous year.
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