3.16 Provisions
Provision is defined as per Ind AS 37. Provisions are measured at the best estimate of the expenditure required to settle
the present obligation at the Balance Sheet date. If the effect of the time value of money is material, provisions are
discounted to reflect its present value using a current pre-tax rate that reflects the current market assessment of the
time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision
due to the passage of time is recognised as a finance cost.
3.17 Contingent liabilities and contingent assets (Refer Note 33)
A present obligation that arises from past events, where it is either not probable that an outflow of resources will be
required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent
liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company. Claims against the Company, where the possibility of any outflow of resources in settlement
is remote, are not disclosed as contingent liabilities. Contingent assets are not recognised or disclosed in the financial
statements.
3.18 Leases
Effective April 01,2019, the Company had adopted Ind AS 116 "Leases" by applying the modified retrospective approach.
The Company, at the inception of a contract, assesses whether the contract is a lease or not lease.
Company as a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less
any lease incentives received. The right-of-use assets is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The
right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of
lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the
same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there
is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the
statement of profit and loss.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date. The lease payments are discounted using the Company's incremental borrowing rate. The lease liability is
subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the
carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment
or lease modifications or to reflect revised in-substance fixed lease payments. When the lease liability is remeasured
in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.
The Company accounts for each lease component within the contract as a lease separately from non-lease components
of the contract.
The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a
lease term of 12 months or less and leases for which the underlying asset is of low value and are recognized as an
expense on a straight-line basis over the lease term.
Company as a lessor
At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease.
The Company recognises lease payments received under operating leases as income on a straight-line basis over the
lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting
a constant periodic rate of return on the lessor's net investment in the lease. When the Company is an intermediate
lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of
a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying
asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it
classifies the sub-lease as an operating lease.
3.19 Discontinued operations and assets classified as held for sale
A discontinued operation is a component of the entity that has been disposed off or is classifed as held for sale and
represents a separate major line of business or geographical area of operations; and is part of a single co-ordinated
plan to dispose of such a line of business or area of operations. The results of discontinued operations are presented
separately as a single amount as standalone statement of profit and loss after tax from discontinued operations in the
Standalone Statement of Profit and Loss.
Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their
carrying amount and fair value less costs to sell. An impairment loss is recognized for any initial or subsequent write¬
down of the asset to fair less costs to sell A gain is recognised for subsequent increase in value less costs to sale of
an asset, but not in excess of any cumulative impairment loss previously recognized. Interest and other expenses
attributable to the liabilities of a disposal Company classified as held for sale continue to be recognized. Assets classified
as held for sale are presented separately from the other assets in the Balance Sheet The liabilities of a disposal group
classified as held for sale are presented separately from other liabilities in the Balance Sheet.
3.20. Earnings Per Share
Calculation/Formula of Basic & Diluted Earnings Per Share is carried out in line with the principles & practices mentioned
in the Ind AS 33. Basic earnings per share is computed by dividing the profit / (loss) after tax attributable to equity
shareholder of the company by the weighted average number of equity shares outstanding during the year.
4. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)
Ministry of Corporate Affairs (MCA) has not notified any amendments to Ind AS which are effective 1st April, 2025.
Financial instruments & bank balances:
The Company limits its exposure to credit risk by generally investing in securities with a good credit rating. The credit rating
is being reviewed by the Company periodically. Please refer to Note 43 and Note 44 regarding the Company's investment
in (a) Non-Convertible Debentures of IL&FS Transport Networks Ltd and (b) Perpetual Bonds of Yes Bank Limited. Balances
with banks are subject to low credit risks due to good credit ratings assigned to these banks.
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's
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's
reputation. Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses,
servicing of financial obligations. Certain liquid assets are attached under MPID Act & PMLA Act resulting in some constraint
on liquidity.
38 EMPLOYEE BENEFIT PLANS
Defined contribution plans: The Company makes Provident Fund and Employee State Insurance Scheme contributions which
are defined contributions plans, for qualifying employees. Under the schemes, the Company is required to contribute a
specified percentage of the payroll costs to fund the benefits. The Company has recognised following amounts as
contributions in the statement of profit and loss as part of contribution to provident fund and other funds in Note 25
Employee benefits expenses.
Contribution to PF : ? 398.53 lakhs (Previous Year ? 426.40 lakhs)
Contribution to ESIC : ? .52 lakhs (Previous Year ? 0.91 lakhs)
Post employment defined benefit plans:
Gratuity Plan : The Company makes annual contributions to the Employee's Group Gratuity Assurance Scheme administered
by the Life Insurance Corporation of India ('LIC'), a funded defined benefit plan for qualifying employees. The scheme provides
for lump sum payment to vested employees at retirement, death while in employment or on termination of employment
of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six
months. Vesting occurs on completion of five years of service.
The following table sets out the funded status of the gratuity plan and amount recognised in the financial statements.
1 There are no loans or advances in the nature of loans are granted to promoters, Directors, KMPs and their related parties
(as defined under Companies Act, 2013), either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment
2 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) or provide any guarantee, security or the like to or
on behalf of the 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 Funding
party ('Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
41 During the year, in order to meet the working capital requirements of NSEL, the Company has subscribed to the right issues
made by NSEL to the extent of ? 4,500 lakhs (Previous Year ? 4,750 lakhs). Over a period of time, the investments were made
by the Company to NSEL out of commercial expediency for the purpose of enhancing the business and also preserving
various assets of the Company. Post payment default in July 2013, NSEL does not have business of its own and in the near
future there does not seem to be any possibility of NSEL generating any funds for its own functioning. NSEL has no revenue
and has accumulated losses of ? 32,641.32 lakhs and most of its assets are frozen by various regulatory authorities. Considering
the remote possibility of recovery of its investments, during the year Company has written off its investment in NSEL of
? 4,500.00 lakhs. During the previous year, the Company had written off its entire investment in NSEL of ? 33,697.90 lakhs
including the investment of ? 4,750.00 lakhs made in previous year and corresponding provision made till year ending March
31, 2023 of ? 28,947.90 lakhs had been written back.
43 The Company has investments of ? 20,000 Lakhs (face value) in Secured Non-Convertible Debentures issued by IL&FS
Transportation Networks Ltd (ITNL) (subsidiary of Infrastructure Leasing & Finance Ltd - IL&FS). Resolution process has been
initiated under Companies Act under the supervision of National Company Law Appellate Tribunal (NCLAT). The Company
has filed its claim and also taken various measures including filing legal cases against specified parties at an appropriate
forum. During the resolution process, as approved by Hon'ble NCLAT, ITNL has made partial interim distribution to the
creditors including Company and Company has received during the current year ? 1,333.18 Lakhs (? 1,644.82 lakhs during
the previous year ended March 31, 2024) and 32,00,000 units of the Roadstar Infra Investment Trust InvIT - 2025 scheme of
at issue price of ? 100/- per unit. The Company without prejudice to its rights had impaired the investment for the expected
credit loss by ? 11,636.55 lakhs till 31 March 2024 and has written off above-mentioned amounts in respective years. In view
of the uncertainty about further distribution, adopting conservative approach, the Company has impaired and written off
additional amount of ? 1,920.55 lakhs during the year ended March 31, 20215 which is included under Exceptional items in
financial statements.
44 The Company has investments in 9% Yes Bank Perpetual Additional Tier I (AT-1) Bonds amounting to ? 30,000 Lakhs (face
value). The Final Reconstruction Scheme of Yes Bank had excluded the writing off AT-1 bonds. However, Yes Bank through
Administrator informed the stock exchanges that Additional Tier I Bonds for an amount of ? 8,415 crores were written down
permanently which led to legal action by the trustees of the issue and by the Company. The Hon'ble Bombay High Court
quashed and set aside the decision by Administrator of Yes Bank to write off Additional Tier 1 (AT-1) bonds which is challenged
by Yes Bank and RBI before the Supreme Court where the matter is stayed subject to the final order to be passed by the
Supreme Court. In view of the uncertainty prevailing in the matter and irrespective of the decision in the case, the Company
expects an impairment. Hence, adopting a conservative approach, the Company has impaired and written off amount of.
? 10,000.00 lakhs during the year ended March 31, 2025 which is included under Exceptional items in financial statement.
45 The Company provided technology solutions to brokerage houses through its three business Undertakings namely 1) Open
Dealer Integrated Network (ODIN), 2) MATCH, Other Services and Components and 3) STP- Gate. As intimated earlier, the
Company had entered into agreements to sell these undertakings to a party on "as is where is", slump sale basis, debt free
and cash free basis. The sale of 1) Open Dealer Integrated Network (ODIN) and 2) MATCH, Other Services and Components
is complete as agreed under the agreements with closing date of January 20, 2025. The sale of STP-Gate shall be completed
on compliance with conditions precedent. The net gain on sale of 1) Open Dealer Integrated Network (ODIN), 2) MATCH,
Other Services and Components business undertaking ? 14,270.26 lakhs in included under Exceptional items in financial
results. Since the Open Dealer Integrated Network (ODIN) revenue is attached under MPID Act, the consideration received
for the ? 9,800.00 lakhs has been deposited with the Competent Authority under MPID Act.
Accordingly, disclosures required under Indian Accounting Standard (Ind AS) 105 "Non Current Assets Held for Sale and
Discontinued Operations", in the financial results, for all periods have been suitably disclosed as under for all three businesses
viz Open Dealer Integrated Network (ODIN), MATCH, Other Services and Components and STP- Gate.
46 The Board of Directors of the Company, in its meeting held on 18.02.2025 approved the participation and support of the
Company to the Scheme of Arrangement between National Spot Exchange Limited ("NSEL") and the Traders ("Specified
Creditors" i.e., investors having outstanding claims above 10 lakhs). The Board also approved the payment of ? 1,950 Crore
as the settlement amount ("Settlement Amount"), in accordance with the terms of the Scheme, towards a One-Time Full and
Final Settlement ("OTS") of the claims of ? 4,610 Cr. Approx. to 5682 Specified Creditors. This Scheme of Arrangement
("Scheme") came into place on the initiative of an investors' association called NSEL Investors Forum ("NIF") who came up
with a proposal for OTS between the investors, NSEL and the Company to bring an end to all the litigations and to settle
the claims of the investors. The Scheme entails payment of a Settlement Amount of ? 1,950 Crore by the Company to the
Specified Creditors in proportion to their outstanding claims as on 31.07.2024. The Scheme envisages that on payment of
the Settlement Amount of ? 1,950 Crore, it would result in closure of proceedings against NSEL, 63 moons and the Persons
in 63 moons Group (as defined in the Scheme) and release and discharge of liabilities from the Specified Creditors' Claims
and removal of restraints in dealing with its properties. The Scheme entails full assignment of Specified Creditors' Claims to
the Company on payment of the Settlement Amount.
The Company was informed by NSEL that as per the report dated 19.05.2025 received from the Scrutinizer appointed by the
National Company Law Tribunal, Mumbai ("NCLT") for convening the meeting of the Specified Creditors to vote on the
Scheme through postal ballot with a facility of voting through electronic means (e-voting), the Scheme has been duly
approved in number 92.81% of Specified Creditors and value 91.35% in accordance with section 230 and the relevant
provisions of the Companies Act 2013.
47 Hon'ble Bombay High Court passed an ad interim order inter alia restraining the Company from distributing any dividend
or depositing the same in the dividend distribution account in accordance with the provisions of the Companies Act, 1956
(to be read as Companies Act, 2013) pending the final hearing and disposal of the Notice of Motion. This Notice of Motion
was filed in one of the suits relating to NSEL counterparty default. In compliance to the said order, the Company has not
distributed the final dividend approved by the shareholders for the financial years 2014-15, 2016-17to 2020-21, 2022-23 and
2023-24 aggregating to ? 8,754.92 lakhs. All the Notice of Motions and the Contempt Petitions filed against the Company
have been tagged together and pending for hearing.
On May 20, 2025, the Board of Directors of the Company have proposed a final dividend of ? 1.20 per share in respect of
the year ended March 31, 2025 subject to the approval of shareholders at the Annual General Meeting and appropriate
judicial order. If approved, it would result in a cash outflow of ? 552.94 lakhs. The distribution of dividend is subject to
appropriate Judicial order.
48 The Union of India, through the Ministry of Corporate Affairs ("MCA"), has filed a Company Petition before the Company Law
Board, inter-alia seeking removal and supersession of the Board of Directors of the Company. The NCLT has, as interim
arrangement with consent formed a committee for certain matters. In the Appeal, NCLT dismissed the prayer of MCA for
removal and supersession of the entire Board of the Company and ordered MCA to nominate three directors on the board
of the Company. The NCLAT was pleased to uphold the NCLT Order. The Company has filed civil appeal before Hon'ble
Supreme Court challenging the orders passed by NCLAT & NCLT. In the interim, Hon'ble Supreme Court granted stay on
appointment of nominee director on the board of the Company, the matter is pending for hearing.
49 a) Post July-2013, civil suits have been filed against the Company in relation to the counter party payment default occurred
on the exchange platform of NSEL, wherein the Company has been made a party. In these proceedings certain reliefs
have been claimed against the Company, inter-alia, on the ground that the Company is the holding company of NSEL.
These matters are pending before the Hon'ble Bombay High Court for adjudication. The Company has denied all the
claims and contentions in its reply. There is no privity of contract between the Company and the Plaintiffs therein. The
management is of the view that the parties who have filed the Civil Suits would not be able to sustain any claim against
the Company. These matters are pending for hearing before the Hon'ble Bombay High Court.
b) First Information Reports (FIRs) have been registered against various parties, including the Company, with the Economic
Offences Wing, Mumbai (EOW) and Central Bureau of Investigation (CBI) in connection with the counter party payment
default on NSEL platform. After investigation, EOW, Mumbai has presently filed various charge-sheets in the matter
including against the Company. CBI has filed charge-sheets including against the Company for alleged loss caused to
PEC Ltd. & MMTC Ltd on NSEL platform and aforesaid cases are pending for trial before Court.
c) The SFIO has filed complaint with the Hon'ble Sessions Court under various sections of IPC and Companies Act against
several persons/entities including the Company relating to NSEL payment default. The Company has challenged the
issuance of process order before the Hon'ble Bombay High Court and the proceedings in the matter has been stayed
by the Hon'ble High Court. The matter is pending for hearing before Hon'ble Bombay High Court.
d) State Government attached various assets of the Company under MPID Act by issuing Gazette Notifications. The Company
is in process of pursuing its remedy before Hon'ble MPID Court against said Notifications.
e) The Enforcement Directorate('ED') has attached certain assets of the Company under the provisions of the Prevention of
Money Laundering Act, 2002(PMLA). The Hon'ble Appellate Tribunal quashed the provisional attachment orders and
imposed conditions with regard to the Company. The Company has filed the appeal before the Hon'ble Bombay High
Court for the limited purpose for challenging the conditions put by the Hon'ble Appellate Tribunal. The Hon'ble Court
was pleased to admit the appeal. ED has also filed cross appeal, which is tagged with the Company's appeal. The matters
are pending for hearing. Meanwhile, ED filed a prosecution complaint before the Spl. PMLA Court, Mumbai against the
Company and the same is pending for trial.
50 The Company has presented segment information in the consolidated financial statements which are presented in the same
annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments
are presented in these standalone financial statements.
51 The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956 during the financial year.
52 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended
Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
i. Willful defaulter
ii. Utilisation of borrowed funds & share premium
iii. Borrowings obtained on the basis of security of current assets
iv. Discrepancy in utilisation of borrowings
v. Current maturity of long term borrowings
53 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's
classification/disclosure
For and on behalf of the Board
Kanekal Chandrasekhar S. Rajendran
Director Managing Director & CEO
DIN- 06861358 DIN: 02686150
Hariraj Chouhan Devendra Agrawal
Company Secretary Whole-time Director and CFO
DIN: 03579332
Place : Mumbai
Date : May 20, 2025
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