j) Provisions and Contingencies
The Company recognizes provisions when a present obligation (legal or constructive] as a result of a past event exists and It is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.
If the effect of time value of money is material, provisions are discounted using a current pre-tax 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
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. Wien there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits Is remote, no provision or disclosure is made.
As subsidiary company being Ideal Systems Limited has also suspended all business operations and management Is of believe considering financial statements of Ideal Systems Limited that there will be no realisation/recoverable amount from Ideal Infosoft Limited and considering the same management had written off the value of investment in shares for the year ended 31st Msrch.2023.
k) Cash and Cash Equivalents
Cash and Cash equivalents for the purpose of Cash Flow Statement comprise cash and cheques in hand, bank balances, demand deposits with banks where the original maturity Is three months or less and other short term highly liquid investments.
l) Employee Benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability (accrued expense] after deducting any amount already paid.
Post-Emplovment Benefits:
Defined Benefit plans;
i) Provident Fund scheme:
Contribution as required by the statute made to the Government provident fund is debited to Profit and loss statement.
ii) Gratuity scheme:
The cost of providing defined benefits is determined using the Projected Unit Credit method with actuarial valuations being carried out at each reporting date. The defined benefit obligations recognized in the Balance Sheet represent the present value of the defined benefit obligations as reduced by the fair value of plan assets, if applicable. Any defined benefit asset (negative defined benefit obligations resulting from this calculation) is recognized representing the present value of available refunds and reductions in future contributions to the plan.
All expenses represented by current service cost, past service cost if any, and net interest on the defined benefit liability / (asset) are recognized in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability / (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included In net Interest on the net defined benefit liability/asset), are recognized lu Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.
The Company presents the above liability/lasset) as current and non current In the Balance Sheet as per actuarial valuation by the independent actuary.
tn) Borrowing Cost
Borrowing cost includes interest, amortization of ancillary costs incurred In connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost
Burrowing costs, If any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized, if any. All other borrowing costs are expensed in the period in v/hich they occur.
n) Segment Reporting
The director of the Company Mr. Bljal Sanghvi has been identified as the Chief Operating Decision Maker (CODM) as defined by IND AS 108, " Operating Segments '. The Company operates in one segment only i.e. ' Manufacturing of pollution control equipments'. The CODM evaluates performance of the Company based on revenue and operating income from "Manufacturing of pollution control equipments". Accordingly, segment Information has been seperately disclosed.
o) Events after Reporting date
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.
p) Earnings per share
Basic EPS is calculated in accordance with Ind AS - 33 ’ Earning per Share by dividing the profit / loss for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated in accordance with Ind AS - 33 ’ Earning per Share" by dividing the profit / loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
q) Ind AS 116 Leases:
Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e.. the lessee and the lessor. Ind AS 116 contains a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset Is oflow value. Currently, operating lease expenses are charged to the statement of Profit & Loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.
2.4 Key accounting estimates and judgements
The estimates and judgements used in the preparation of the financial statements are continuously evaluated by the Company and are based on historical experience and various other assumptions and factors (Including expectations of future events) that the Company believes to be reasonable under the existing circumstances. Difference between actual results and estimates are recognised in the period in v/hich the results are knov/n / materialised.
The said estimates are based on the facts and events, that existed as at the reporting dale, or that occurred after Lhat date but provide additional evidence about conditions existing as at the reporting date.
The preparation of the Company’s financial statements requires the management to make judgements, 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 a material adjustment to the carrying amount of assets or liabilities affected in future periods
Critical accounting 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:
a. Income taxes
The Company's tax jurisdiction is India. Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions
b. Defined benefit obligation
The costs of providing post-employment benefits are charged to the Statement of Profit and Loss in accordance with Ind AS 19 'Employee benefits' over the period during which benefit Is derived flora the employees' services. The costs are assessed do the basis of assumptions selected bv the management. These assumptions include salary escalation rate, discount ratios, expected rate of return on assets and mortality rates.
c. Rail' value measurement of Financial Instruments
When die fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets., their fair value is measured using valuation techniques, including the discounted cash flow model, which Involve various Judgements and assumptions.
d. Froperiy, Plant and Equipment
Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company's assets are determined by the management at the Ume the asset is acquired and reviewed periodically, Including at each financial year end- The lives are based on historical experience with similar assets as well as anticipation of future events, which may Impact their life, such as changes In technical or commercial obsolescence arising from changes or Improvements in production or from a change in market demand of the product or sendee output of the asset.
(8) Contingent Liabilities and commitments
In the opinion of the board, contingent liabilities Is NIL.
(9) As per Ind AS • 23 " Borrowing Costs', the borrowing cost has been charged to Profit and Loss statement. None of the borrowing costs have been capitalized during the year.
(11) First lime adoption of Ind AS for Axis Solutions Private Limited
For all periods up to and including the year ended 31st March, 2023, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 ('Previous GAAP'). This note explains the principal adjustments made by the Company in restating Its financial statements prepared under Previous GAAP for the following:
a. Balance Sheet as at 1st April, 2023 (Transition date);
b. Balance Sheet as at 31st March, 2024;
c. Statement of Profit and Loss for the year ended 31st March, 2024; and
d. Statement of Cash flows for the year ended 31st March, 2024.
12.1 Exemptions availed:
Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters, exemptions from the retrospective application and exemption from application of certain requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:
1 The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost In the opening Ind AS Balance Sheet.
2 For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the date of transition.
12.2 Mandahay exceptions;
Estimates
An entity's estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP, unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1,2023 and March 31,2024 are consistent with the estimates as at the same date made in the conformity with previous GAAP.
12.3 Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods.
The following tables represent the reconciliations front erstwhile Indian GAAP to ind AS. a) Reconciliation of Equity' as at 31st March, 2024 and 1st April, 2023
(14) SEGMENT INFORMATION
Primary operating segment
In Line with Ind AS :L08 on Operating Segment and basis of the review of operations being done by the senior management, the operations of group falls under Menu Lecturing of pollution control equipments business which is considered to be the only reportable segment by the management
i|} Notfttd^c reconciliation uf equity as at April I, 21)21 ;<ml 3lj£0Z4 ahii
tntstl cocupi'^hvusive* income forth? year BiiiJeJ March 31, 20114 l-itfl-uieaKUi-emerit gain / lets on defined benefit plan
in the financial statements prepared under Previous GAAP, remenswement benefit of defined plans [gratuity), arising primarily due t» charge in actuarial assumptions was recognised as employee benefits expense in die Statement of Profit and Loss. Under ind AS, such remeasure me ml benefits relating to defined benefit plans is recognised in OC[ as per the requirements of ]nd AS 19- Employee benefits. Consequently; the related tax EJfECtof the samE has also been recognised in OCi,
2. Adjustment In relation to application ufluilAl' 2
For the year ended Slat March, 2024, diiE to application of Ind AS -2 "In venturi es", there is no adjustments in the value of inventories of finished goods and work-in-progress decreases.
2, Retained lm rumps
Retained earnings as at April 1,2021 has been adjusted consequent to the above Ind AS transition adjustments.
1. Effect of Tliri AS adoption nn statement of Tasb flow for the year enfieri 3 ist March. 202i
In the financial statements prepared under Previous GAAP, cash and cash equivalents includes term deposits with. bank. However, under ind AS, such cash and cash equivalents includes highly liquid demand deposits with banks where the original maturity is three mouths nr less and other shortterm highly liquid investments.
(13) Previous year's figures have been regrouped wherever necessary to make them comparable with those of the current year.
^ [iiformaticn aboutma|or customers
Revenues from aggregate five of die customers of the Company for the yeaT ended 31 March, 2(124 were R5.42S9.d7 Lacs [approximately 31.44)% of total ravsnues) which te more than 10% of the tnial revenues
Revenues from aggregate two of the Customers of the Company for the year endid 31 March, 2023 We™ Rs. 1672.17 Lira [approximately 24.90% of total revenues) which is more thnn 10% of the total revenues.
(8) The company does not have any charges or satisfaction yet u> be legistered with ROC beyond the statutory period
(9) The company has complied with tf-e number of layers prescribed under clause (87) of section 2 o' the Companies Act. 2013. read with companies (Restriction o*> number of Layers) Rules. 2017.
(10| The company has neither advanced, nor loaned, nor invested funds, nor received any funds | either borrowed funds or share premium or any other sources or hind of funds) to or from any other person(s) or entityliesl. including foreign entitles llnterrnedunes/ Funding Paity)
(11) The company does not have any unrecorded transactions in the books of accounts that has been surrendered or disclosed as income during the period in the tax assessments under the income TAx Art, 1901 (such as, search or survey or ary other relevant provisions of the income Tax Act. 1961).
(12) The Company has not traded or invested in Crypto currency or Virtual Currency during the period
(13) The Compjny does not have any pending legations which Would impact its financial position.
(141 The Provisions; as required under the applicable LnV or accounting standards, for material foreseeable losses if any. oo long-term contracts including derivative contracts, are not applicable to the company as the company has not entered any such contracts durtne the year
(15| There v/rre no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
(16] The company dc net have any transactions with Crypto Currency or Virtual Currency where the company has treated or invested in Crypto Currency or Virtual Currency during the year
(17) The company has not advanced or loaned or invested fund3 to any other person or enttues. inefuding foreign entities (mcermedurtes) with the understanding that the intermediary shall
(e) D’rect'y v* tndirecdy lead or invest in other persons or entities identifiedm any manner whatsoever by u» on behalf of the company (ultimate Seneficiartes) or I b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(181 The Company has not. received any fond from any persons or entities including foreign entities | Funding Patty ] with the understanding l whether recorded la writing or otherwise) that the Company shall:
la) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf orthe Funding Party (Ultimate Beneflcunesl or (b) Provide any guarantee, security or the lie on behalf of the Ultimate Beneficiaries
(191 The Company does not have any transaction which is noc recorded in the books of accouncs that has been surrendered or disclosed as income during the year in the tax assessments under the income tax Aa 1961.
(17) Corporate Soda! Responsibility (CSR| details of the company are as follow:
As per Section 135 of the Companies Act 2013, the the Company has formed a Corpoiate Social Responsibility (CSR| Committee The CSR Committee approved CSR Policy where certain focus arews out of list of activities covered in Schedule vu of the companies Act 2013, have been identified to incur CSR expenditure
(18) l The company Asya Infosoft Limited had undergone C3RP proceedings under insolvency and Banking Code fhe Honourable court NCLT Ahmedahad has passed an order of reduction of capital and reverse merger of the company Asya Infosoft Limited with M/s Axis Solutions Private Limited as per the approved Resolution Plan The copy of order of NCLT dated 11/07/24 and received on 11/07/2024 is uploaded on website of the company and stock exhanges
2 The application tor initiation of Corporate Insolvency Resolution Process ICIRP) was initialed by creditors of the compauy u/s 7 of insolvency and Bankruptcy Code IIBC). 2016 r.w Rule 4 of Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 The application was admitted by HCLT. Ahmedahad Branch, vide its order no CP(I5I/268(AHM]2022 dated 17.05 2023.
3 NCLT Ahmedahad Branch h*s passed final order into the matter on 11/07/2024 in which the entire Resolution plan submitted by RP was accepted and approved by Honourable Ahmedahad NCLT on 11/07/2024 The copy of final order is also uploaded on website of the company and stock exhanges. It Was further rectified by NCLAT. Delhi on 27/OB/2024
4 This intimation is gr.en under Regulation 30(2j r.w. Schedule Iff, part A about Acquisition nf control, scheme of arrangement, demerger, merger and restructuring r.f enmpany Asya Infosoft Limned (ON No L729WGI19B5PLC029849) with Axis Solutions Private Limited ICIN No U31909CJ2005PTC0460C4I under 1BC proceedings
5 Axis Solution Private Limited (ASPL amalgamating company) had applied for a Resolution Plan as co applicant before NCLT in the case of Corporate Debtor and the auditee company Asya mfosoft Limited (Ail, amalgamated company) and ASPl was successful In bidding for the company The entire resolution plan, proposed by various applicants v/as finally approved at NCLT on 11/07/2024 and further rectified at NCLAT Stage on 27 08 2024 The oid board of directors of AIL has resigned and new board of directors have joined Att, *Rer the date of 31.032024. Ail has been a listed company, which was temporality de listed for venous reasons asrl i>»s merged with Ail we/. 01.0* 2023 as per the Resolution Plan Since ASPL got merged with AIL we.f. 01.04.21123, the financial statements for the oenrid 01 34 2023 tn 33 03 2024 along with enmperative figures of FY 2022 23 ere for merged entitles ol ASPL and AIL
6 The merger of ASPL with AIL wet 01.04.2023 has the effect of offsetting the unabiurbed brought forward and current year losses of AIL with profits of ASPL Keeping in mind the quantum of unabsorbed losses of Ail. and in view of the provisions of section '9 of the income Tax Art as applicable to the listed company AIL and unlisted and amalgamating company ASPl no any provision for income tax has been made by the management of the company The company has unabsorbed losses of Rs 37 60 Crore as on 01.04 2023.
7 The financial statements and accounting records of AIL and its subsidiary company were taken over by Resolution Professionals on Admission of the application made by secured creditors of AIL No an/ accounts or audited financial statements have been received by the company bom Resolution Professional on approval of Resolution plan b/ NCLT/NCLAT
3 The management of ifae merged entity has taken efforts to find out the records of tbe subsidiary company from the available sources Including ROC Website, efface or the Resolution. Professionals etc. but have been, unsuccessful in obtaining any details With, respect; to the subsidiary company. The company Ail has a subsidiary company [deal .Systems Limited., for v.-hLth no financial Statements have been prepared For lair. f years and Jh. the absence of any financial state merits having beuig provided. to us for a u diti n£ / for cu nsol ul ,ati o n. Of fiftafttial SI^LeoientS. Lfit llnantial siatanitmji fer AIL art: prepared exclusive fifftnuidal SUtemfislES Crfthe subsidiary cCmpany Notwithstanding jbCve. AIL had W/iUjtii nCf aaniirifi Investment* i nto the subsidia ry company in the Pnaeiciai yen- 2 D22-21
h DeLaila nf die ResuluLinn Plan Scheme
The lifln'bde Natlo/ial Company Law Tribunal Ahmedahad Bench, af the bearing held cm 11th July, 2024, Tcu/iounced Orders in CP IS Number: CP fi.B) tin. 263 of 2022 in the matter &f ¥/a Fiat Attend Fabric Private Limited Vs Asya 'nfesoft Limited approving the n&jHluctan plan submitted! jointly by Mr. Bijal Dineshebandru Sanghvi and M/s Aida SdutLana Private LI mi Ltd. read with Scheme vf AmjigeroeBji [for the merger cf M/i Ails Solutions Frtvam Llmiteiij allowed by the Ha&'bLe Nad-urnd Company La/w Appellate Trtburial [NCLATI FTtndpal B^ich. Hew Delhi, In Company Appeal [ATI Llhaolvett'fy] Wo. 1 75 012024. on 27/DB/202 aiad addendum, ahaatute, schedule a letmln£ part ol the Resolution. Plan.
The scheme hj; been impleirented from the appnjnted date i.e 1st April 2023 declared under Resolution Plan and. tbe npprnverl Scheme^ The fbUmViug cnnsequentjal impacts have been liven in. accord.a net With approved resnlutipn plan. / Acmunting Standards:
d] The existing Directors nf die Cn nuany as nf the date of order have stoncl replaced by the new Board of Directors from tbelr oSice With ^fect. from l&th August 2024. As on date Dojrd consists Of Mr. 3ijal DLneshchandra San^hvi. (BLractcrrl.. Mil Puirvi, Sr.nrhvi (DLrecim- £ CEO") and Mr. Anasid Vinodchatidra Shah |Director 1
h) The Authorised. Lspitjl of Asya Infos-ofr Limited has teen mcr&ased to Rs- 5000 Likbs consisting of 5,00,DO,'303 shares nf Ps- 10/- each to accommodate the issuance of the shares pursuant to the approval of the Resolution Plan, purauMt ti> WCLT Order
From the order of WCLT tbe existiag issued, subscribed and paid up equity share capital ofcbeOsBaptuayhii been reduced from Rs. 12US.72 Lakhs divided biro 1*2^,87.292 equLty stents of Rs i(J/- esch to Rs. 53.81 Lsk'n divided, into S,88jli30 equity ster? of Pis. 10/- each vide meeting oF the Beard of Directors of the Company held on lfth September 2 £124; £ thereby reducing che value of Issued., subscribed end paid up equLty share capital of tbe Company hy Rs il46.9l Lakhs
Further, pursuant tnttiE approval of the resnl utinn by the Hun'bfe NCLT, the Board pFDirectnTS in the said Meeting allotted no preferential basis J7-5Q.&1H1 equity shane-5 ofTis- 1&/- rach H-s.-il utinn Applicants]; and 1,0 ft.-HOC1 equity shares ci Tbs. 10/- each, to the Snivn rr. Investment i Lnnsultairy Limited, Secured Financial Creditor rf die Company, as part gf the ResuLuticn Plan and 3,QB,22,2[M1 Equity shares nf JLs. ID/ each tuUy paid up tu the shareholders uithe M/s Axis Solution Pnvace Ltd {Transferor CompainyJ in the FaLImVing S'-.-a.p ratio:
7cu: Equity Ehajies nf ID/- au:ji ofM-i Asya LrjfoiJLi L.d :e: e-^-ety y^s of Re 10/id cl-, ti eveij sf.d.elicLisr jrM/sAuiSslniioii?jifiitsLiii bel-d an Recond Dais'.
Accn-TiilEagly, on aLk'iiuesiL of i*|iilty e.ijeess oT.ls ID/- eacb uptnaif ic Lie ShineJi'jJde-re -af M:/e Aula Solution Private- Uil is a mm^Ldarotlii!) far th# jntrjper if
tlie TVa„flfe,icicCompany into tlie Cov]aoTTfl1)e Doliro^
In lEviaLt oF Ji reiuuriiv.'in aF uitrjr. mj'i ? 1l :1nanLi*l czeditntx Along vitr. Aaxitt. tliE nEi diffEranDE AmnuntLdg tLL LalJi bnEsVEin thd id.-rj-ing jrnounlx jc Finani'inj
lubillti±! axunjoiihea jn ajiuaHer^iJtm _? jju vruK. value jF usieu. is ne^agni^ed tu oiaitmeM af fjlJIl or kia Huuat in aourdina witb tnd As anl guiddiiu naieu as ^vMtribed under sseriun 1J3 ofcf,e comouriljs Ati, 2D 13 a«d jcceuritiegpcilidefieflrilsifinTly foilewed iny tf,eCcuri|LiryaDJdi®Med as an-’EncepionjI hewj’. [Rjfemate-ZEJ
, Pursuantt^Tlie c-HEr ?>Ý"gn aFtlie Adx^glutiDns —jT.T limitEd, an ttie jzeox and liabilities card i'anafrr-Ed and vested in tfielVansleTFe Cnmpany 'jvi/'. r^Etl Frmn ^ theedectivE datE.
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