2.15. Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
2.16. Employee benefits
a) Short Term Employee Benefits
A liability is recognised for benefits accruing to employees in respect of salaries and wages at the undiscounted amount of the benefits expected to be paid wholly within twelve months of rendering the service.
Short-term employee benefit obligations are recognised at an undiscounted amount in the statement of profit and loss for the reporting period in which the related services are received.
b) Post Employment Benefits Defined Contribution plan
Retirement benefit in the form of Provident Fund is defined contribution scheme. The Company has no obligation, other than the contribution payable to the above mentioned funds. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
Defined benefit plan
The Company has a defined benefit gratuity plan, which requires contribution to be made to a separately administered fund. The Company's liability towards this benefit is determined on the basis of actuarial valuation using Projected Unit Credit Method at the date of balance sheet.
Remeasurement, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurement is not reclassified to statement of profit and loss in subsequent periods.
Past service costs are recognized in statement of profit and loss on the earlier of:
• The date of the plan amendment or curtailment and
• The date that the Company recognizes related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.
The Company recognizes the following changes in the net defined benefit obligation as an expense in statement of profit and loss:
• Service costs comprising current service costs, past service costs, gains and losses on curtailments and non¬ routine settlements; and
• Net interest expense or income
Compensated absences
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit and this is shown under short term provision in the Balance Sheet. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes and this is shown under long term provisions in the Balance Sheet. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end. Actuarial gains/losses are immediately taken to the Statement of Other Comprehensive Income and are not deferred. The Company presents the leave as a current liability in the balance sheet; to the extent it does not have an unconditional right to defer its settlement for 12-month sifter the reporting dates. Where the Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.
Termination benefits
The Company recognizes termination benefit as a liability and an expense when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the termination benefit falls due for more than 12-month sifter the balance sheet date, they are measured at present value of the future cash flows using the discount rate determined by reference to market yields at the balance sheet date on the government bonds.
2.17 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with in original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.
2.18. Other Financial Assets
The Company classifies its financial assets in the following measurement categories:
(1) Those to be measured subsequently at fair value (either through other comprehensive income, or through the Statement of Profit and Loss), and
(2) Those measured at amortized cost.
The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.
At initial recognition, the Company measures a financial asset at its fair value. Transaction costs of financial assets carried at fair value through the Profit and Loss are expensed in the Statement of Profit and Loss.
The Company measures the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
2.19Foreign currencies
The Company's financial statements are presented in which is also the Company's functional currency. Transactions in foreign currencies are initially recorded by the Company at 'spot rate' at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognized in statement of profit and loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the rates of the initial transactions. On-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the rate when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognized in OCI or statement of profit and loss are also recognized in OCI or statement of profit and loss, respectively).
2.20. Earnings per Share Basic Earnings per share
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the company by the weighted average number of equity shares outstanding during the year.
Diluted Earnings per share
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the company after adjusting impact of dilution shares by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
2.21. Contingent liabilities and assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non— occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
A contingent asset is not recognized unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the financial statements. Contingent liabilities and contingent assets are reviewed at each balance sheet date.
2.22 Significant accounting judgments, estimates and assumptions
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require an adjustment to the carrying amount of assets or liabilities in future periods. Difference between actual results and estimates are recognized in the periods in which the results are known / materialized.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company has based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Information about the critical judgment in applying accounting policies, as well as estimated and assumption that have not most that have the most significant effect to the carrying amount of assets and liabilities which the net financial year, are included in the following notes:
a) Measurement of defined benefits obligations - note no. 19
b) Measurement and likelihood of occurrence of provision note no. 24
c) Recognition of current tax and deferred tax assets note no.7
d) Key assumption uses in fair valuation note no. 37
e) Measurement of lease liabilities and right-of-assets note no. 5
2.23 non-current assets (or disposal groups) classified as held for sale:
To classify any asset or disposal groups (comprising assets and liabilities) as "Asset / Disposal groups held for sale" they must be available for immediate sale and its sale must be highly probable. Such assets or group of assets / liabilities are presented separately in the Balance Sheet, in the line "Assets / Disposal groups held for sale" and "Liabilities included in disposal group held for sale" respectively. Once classified as held for sale, intangible assets and PPE are no longer amortized or depreciated. Such assets or disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell.
a) Terms /right attached to equity shares
The Company has only one class of equity shares having face value of Rs.10 per share. Each holder of equity share is entitled to one vote per equity share.Dividend if recommended by the Board of Directors subject to the approval of the members at the ensuing Annual General Meeting except interim dividend. The Board of Directors have a right to deduct from the dividend payable to any member, any sum due from him to the Company.
In the event of winding-up, the holders of equity shall be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity share held by shareholders. The share holders have all other rights as available to equity shareholders as per the provision of the Companies Act, applicable in India read together with the Memorandam and Articles of Association of the company as applicable.
f) Company went into Liquidation vide NCLT order dated 19th December 2023 ("Liquidation Commencement Date"), pursuant to the said liquidation order ,Hon'ble NCLT Ahmedabad Bench appointed Mr. Ravindra Kumar Goyal as liquidator for the company. In view of the ongoing liquidation order the powers of Board of Directors immediately suspended and vested with RP/Liquidator.
In the Said Liquidation Process (as a going concern), the Liquidator Prompted e-auction Proceedings , inviting Bidders For Their express of interest (EOI) and further to take over company under Liquidation (as going Concern),where in new management and his bidders namely Electrify Energy Pvt Ltd in Consortium with Mr. Rakesh R Shah have been declared as Highest Bidder by Liquidator and Committee of Creditors (CoC).
Upholding process of issuance of sale certificate and possession letter by Liquidator in fever of new management by Hon'ble NCLT and to acquire seamlessly to offers of company, Hon'ble NCLT awarded necessary Relief & Concession by way Of Separate Order to Successful Auction Purchaser and New management on 5/11/2024.The Hon'ble NCLT vide order no. IA/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. 'Sale as Going Concern' as per the E-Auction held on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21-08-2024 to successful bidder. Bidder had to pay Rs. 78 crore for acquisition of the company. Company has paid Entire Bidding amount on money on 17.05.2024 and 19.06.2024 and assumed control of company upon issuance of Certificate of sale by liquidator.
Pursuant to the order from Hon'ble NCLT vide order no IA/1387(AHM)2024 dated 05.11.2024 the existing share capital of the Company has been extinguished. In accordance with the terms of the order, the Company has to 3.23 Crore new equity shares of ?10 each to the successful bidder and 17 Lakh shares to existing shareholders in proportion to existing shareholding. Necessary steps for effecting this allotment have been initiated as per applicable laws. However, the procedure for extinguishment and issue of new shares has not yet been completed, as the necessary filings with the Registrar of Companies (ROC) are pending. On account of pending formnalities, the Company has disclosed an amount of ?78 crore received from successful bidder as current liability in the financial statements.
(a) Secured by first pari-pasu charge on entire fixed assets of the Company both present & future along with STCI Finance Limited.
(b) Secured by pledge of equity shares of erstwhile Promoter Group Company and Personal Guarantee of Erstwhile Managing Director.
* (c) During the current year the Company has defaulted in the repayment of the secured and unsecured loan and interst there on availed from Banks and Financial Institutions , Non banking Financial Companies. The lender had classified all the accounts as Non performing assets hence the Company has not provided interest on the borrowings .
Notes
i) Term loan from Banks and Non Banking Financial Institution are secured by way of first charge on all Fixed Assets of the Company both present & future on pari-passu basis with member banks of consortium and Second charge on all Current Assets of the company both present & future on pari-passu basis with member banks of consortium and personal guarantee of erstwhile promoter Directors shri Ajay R Dhoot and Aditya R Dhoot.
ii) Vehicle Loans are secured by hypothecation of vehicles.
a) Working Capital loan from Banks are secured against first charge on all current assets of the Company, present & future, on pari passu basis with banks in the consortium and Second charge on all Fixed Assets of the company, both present & future, on pari-passu basis with one member bank of consortium, and personal guarantee of erstwhile promoter Directors Shri Ajay R Dhoot and Shri Aaditya R Dhoot.
b) * During the year the Company has defaulted in the repayment of the secured loan and interst there on. The lender
had classified all the bank accounts as Non performing assets hence the Company has not provided interest on the secured borrowings.
Fair value hierarchy
Level 1: hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over- the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3. The Company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Note 38: Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company's risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company's risk assessment and management policies and processes.
The Company's financial risk management policy is set by the management. Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which evaluates and exercises independent control over the entire process of market risk management. The management recommend risk management objectives and policies, which are approved by Senior Management and the Audit Committee.
a. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers. Credit risk arises from cash held with banks as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. An impairment analysis is performed at each reporting date on an individual basis for major customers. The Company also hold security deposits for outstanding trade receivables. The history of trade receivables shows a negligible provision for bad and doubtful debts.
b. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
Maturitiesof financial liabilities
The tables below analyze the company's financial liabilities into relevant maturity groupings based on their contractual maturities:
c. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates and commodity prices) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments and all short term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company's exposure to market risk is a function of investing and borrowing activities.
Note 39 Capital Management:
Risk Management:
The Company aim to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to our shareholders and benefits for other stakeholders and maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
Note 40 Liquidation Process under Section 33 of the Insolvency and Bankruptcy Code, 2016 had been admitted against the Company vide Honourable National Company Law Tribunal, Ahmedabad bench vide Order dated
19.12.2023 and Mr. Ravindra Kumar Goyal (having registration no. IBBI/ IPA-001 / IP-P-02019/2020-2021/13098} had been appointed as Liquidator of the company under section 34 of the Insolvency and Bankruptcy Code, 2016 and Resolution Professional has been discharged. Upon the order of Hon'ble NCLT, all the powers of board of directors ceased to have effect and be vested in the Liquidator.
Note 41 I n the Said Liquidation Process (as a going concern), the Liquidator Prompted e-auction Proceedings , inviting Bidders For Their express of interest (EOI) and further to take over company under Liquidation (as going Concern),where in new management and his bidders namely Electrify Energy Pvt Ltd in Consortium with Mr. Rakesh R Shah have been declared as Highest Bidder by Liquidator and Committee of Creditors (CoC).
Upholding process of issuance of sale certificate and possession letter by Liquidator in fever of new management by Hon'ble NCLT and to acquire seamlessly to offers of company, Hon'ble NCLT awarded necessary Relief & Concession by way Of Separate Order to Successful Auction Purchaser and New management on 5/11/2024.The Hon'ble NCLT vide order no. IA/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. 'Sale as Going Concern' as per the E-Auction held on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21-08-2024 to successful bidder. Bidder had to pay '. 78 crore for acquisition of the company. Company has paid Entire Bidding amount on money on
17.05.2024 and 19.06.2024 and assumed control of company upon issuance of Certificate of sale by liquidator
Note 42 Approval of Finacial statement. The powers of theformer board of directors were suspended on account of the ongoing corporate insolvency resolution process/ liquidation. During the year, Hon'ble NCLT vide order no. IA/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. 'Sale as Going Concern' as per the E-Auction held on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21-08-2024 to successful bidder. Bidder paid '. 78 crore for acquisition of the company and assumed control of company upon issuance of Certificate of sale by liquidator. The Financial statements have been signed by the new management
Note 43 The liabilities and assets for the period is classified as a "Current" wherever considered appropriate, as the Company had been admitted into the Corporate Insolvency Resolution Process / Liquidation process by the order of NCLT as on 29th March 2022 and 19th December 2023. While new management has taken over during the year, company is yet to receive final distribution order quantifying amount to be paid to secured financial creditors and other unsecured financial creditors/operational creditors including workmen. Due to absence of clarity, company has not been able to give appropriate accounting treatment of write back/write off of these dues in books of accounts.
Note 44 The Company has been unable to disburse the amounts payable to the secured financial creditor or any other creditor due to pendency of final distribution order Accordingly, as at the date of approval of these financial statements, the charges created on the Company's assets in favour of the secured financial creditor have not yet been marked as satisfied in the records of the Registrar of Companies (ROC) or other relevant statutory authorities
Note 45 Finance Cost
On account of borrowings being classified as Non-Performing Assets (NPA) as per direction issued by Reserve Bank of India all lenders has not provided interest in the books of account for the year ended on 31st March ,2025 on the financial facilities availed from the Banks and financial institutions.
Note 46 Trade Payable, receivables. Loans and advance balance are subject to conformation and reconcilation.
Note 47 Due to negative avarage net profit of the Company provision related with S 135 of the Companies Act are not applicable to the Company.
Note 48 The networth of Company has been completely eroded, however the financial statements have been prepared on going concern basis due to takeover of company by new management.
Note 49 The Company is primarily engaged in the business of Electrical products like Power & Distribution Transformers, its parts and Hydro projects which together constitute a single segment accordance with in the Accounting Standard on "Segment Reporting (Ind AS 108)"
Note 50 Previous year figures have been regrouped/ reclassified, where necessary, to conform to this year's classification. Refer note 2.24 for accounting policy on Amendments to Schedule III of the Companies Act, 2013.
In terms of our report annexed
For B J S AND Associates For and on behalf of Board of Directors
Chartered Accountants
(FRN : 113268W) Rakesh Shah Tanuj Shah
Director Director
DIN 00421920 DIN 08575039
CA Niket Modi Naveen Kumar Singh
Partner Chief Executive Officer
Membership No.: 181785 Place:- Ahmedabad Date :- 30/05/2025
|