a) 22,35,340 No. of Equity Shares were issued for Consideration other than cash, on incorporation pursuant to the conversion of a Partnership Firm into a Private Limited Company as on 23-03-2021 as per the provisions of Section 366 of the Companies Act 2013.
b) During the year, the Authorised Share capital of the company is increased from Rs 300 lakhs divided 30 lakhs Equity shares of Rs 10/- each to Rs 800 lakhs divided into 80 lakhs Equity shares of Rs 10/- each.
c) The Company has issued fully paid bonus equity shares of 22,35,340 in the ratio of 1:1 as on 22nd May 2023.
d) The Company has completed its initial public offer (IPO) of 32,36,800 Equity shares of face value of Rs 10 each at an issue price of Rs 72/- per share amounting to Rs 2,330.50/- lakhs The equity shares of the company were listed on SME EMERGE Platform of National Stock Exchange of India Limited ("NSE EMERGE") on 18th December 2023.
(ii) Rights, preferences and restrictions attached to shares
Equity Shares: The Company has one class of equity shares. Each shareholder is eligible for one vote per share held. In case of any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.
a) Canara bank: Rate of Interest on loans varies based on RLLR.
b) Loans from Bank were initially sanctioned to the partnership firm later all the existing loans were transferred in the name of the company.
c) Current Maturity of Long term debts disclosed under schedule Short Term Borrowings.
Details of Security:
a) Primary Secuirty: Hypothecation of Stock and Book Debts for Overdraft , Bills Discounting and Bank Guarantee facilities and Hypothecation of new 900 tons Hydraulic Pressing Machine for Term Loan.
b) Collateral Security: Loans from Bank are additionally secured by the personal guarantee of directors and against properties belonging to their relatives.
a) Loans from Bank were initially sanctioned to the partnership firm later all the existing loans were transferred in the name of the company.
b) Loan repayable on demand from banks represents working capital loan borrowed from canara bank which is secured against Stock, Book debts and Current Assets of the company and Rate of Interest varies based on RLLR.
c) Overdraft, Bill-discounting facilities and guarantees are towards working capital and are renewable annually. Term loans were sanctioned partly towards general corporate and working capital purposes and partly for acquiring capital assets.
d) Unsecured loans were from various unrelated parties, with no specific term for repayment and on a lumpsum interest basis. This Loans were taken before the conversion of partnership firm into private limited.
General Description of the Plan
The Entity operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Entity's scheme is more favourable as compared to the obligation under Payment of Gratuity Act, 1972.
The Board of Directors at its meeting held on May 19, 2023 pursuant to section 63 and all other applicable provisions, if any, of the Companies Act 2013. and rules made thereunder, proposed that a sum of Rs. 223.53 Lacs be capitalised as Bonus Equity Shares out of free reserves and surplus, distributed amongst the Equity Shareholders by issue of 22,35,340 Equity Shares of Rs.10 each credited as Fully paid to the Equity Shareholders in the proportion of 1:1 Equity Share for every 1 (One) Equity Shares.It has been approved in the extra ordinary general meeting held on May 22, 2023. The Board of Directors of the Company in the Board meeting dated May 22, 2023 alloted the Bonus Equity Shares to the shareholders of the Company. Earnings Per Share calculations have been restated for the previous year to give effect of bonus issue.
There are no identified Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as on 31st March, 2024 and identified MSME creditors to whom payment delayed beyond 45 days. This information is disclosed as required under the Micro, Small and Medium Enterprises Development Act, 2006
The suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006, have been identified on the basis of information available with the company.
During the financial year, the company has successfully completed its Initial Public Offer (IPO) of 32,36,800 equity shares of Rs 10/- each at a price of Rs 72/-per equity share (Including a premium of Rs 62 per share), amounting to Rs 2,330.50/- lakhs. Equity Shares offered in IPO were allotted on 14th December 2023 and listed on 18th December 2023. Details of the proceeds of IPO and utilisation, pursuant to Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided above.
*General Corporate Expenses includes Rs 266.43/- lakhs spent towards IPO expenses.
37 Loans and Advances given to Related Parties
The Company, during the year, has not granted any Loans or Advances to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) and hence reporting in this regard is not applicable. However, there is an amount receivable from the promoters, which pertain to the partnership (pre-conversion) period.
38 Security of Current Assets Against Borrowings
The company is required to submit monthly statements of inventories and receivables to the bank. The statements of inventories and receivables filed by the Company with banks were generally in agreement with the books of accounts except on a few occasions. The disagreements were because these statements were provided on provisional basis. However, reconciliation with regard to quarter ending months are provided in the table below:
39 Details of Benami Property held
There are no proceedings which have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
40 Wilful Defaulter
The Company has not been declared as wilful defaulter by any bank or financial Institution (as defined under companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve bank of India.
41 Relationship with Struck off Companies
The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
42 Registration of Charge
The Company does not have any charges or satisfaction which are yet to be registered with Registrar of Companies beyond the statutory period.
43 Compliance with number of layers of comapanies
The company does not have any subsidiaries and hence disclosure related to non compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
The variance in many ratios are due to operational changes.
Revenue growth along with higher efficiency on working capital improvement has resulted in an improvement in certain ratios.
The Company has added Share Capital and reduced certain borrowings, resulting in changes in some ratios.
45 Disclosure where company has given loan or invested to other person or entity to lend or invest in another person or entity
The company has not advanced or given loan or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries and hence disclosure in this regard is not applicable.
46 Disclosure where company has received fund from other person or entity to lend or invest in other person or entity
The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, and hence disclosure in this regard is not applicable.
47 Undisclosed Income
The Company does not have any transaction which not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Further, there are no transactions which are previously unrecorded income and related assets that were recorded in the books of accounts during the year.
48 CSR Expenditure
The provisions of Corporate Social Responsibility under section 135 of Companies Act, 2013 is not applicable to the company.
49 Details of Crypto Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year, and hence disclosure relating to profit or loss on transactions involving Crypto/Virtual Currency and amount of currency held as at the reporting date and deposits or advances from any person for the purpose of trading or investing in Crypto/virtual currency is not applicable.
50 Segment Reporting (AS-17)
Company is unable to provide Segment Reporting as it is operating in only a single Business or Geographical Segment, as stated below:
a) Primary Segment (Business Segment): The Company is Primarily engaged in the business of manufacturing of Metro Rail Rolling Stock Products, Railway Signaling Products, Infrastructure Products and other related products. The entire operations are governed by the same set of risk and returns. Hence, the same has been considered as representing a single Business Segment.
b) Secondary Segment (Geographical Segments)The Company's Major Revenue are from the India for both the reporting periods. Hence, the same has been considered as representing a single Geographical Segment.
51 Pending Litigation
The Company has filed a case u/s 138 of the Negotiable Instruments Act for recovery of Rs. 25.70/- lacs against a party who failed to render service as promised and returned the advance amount by way of two cheques which bounced.
Other pending litigations : NIL
52 Bank Guarantee
The Company has obtained a Bank guarantee from Canara Bank and issued to various parties and balance outstanding as on 31st March 2024 amounting to Rs 560.97/- lacs.
53 Confirmations
Balances of the Trade Receivables, Trade Payable, Loans and Advances and other current liabilities are subject to confirmation and reconciliation.
54 Regrouping
The previous year figures have been reclassifed / regrouped / rearranged to conform to this year's classification. Figures in brackets indicate those for previous years.
55 Events after the Balance Sheet date
There were no significant events that occurred after the Balance Sheet date that required any adjustments to the financials.
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