2.22 Provisions:
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Provisions for restructuring are recognized by the company when it has developed a detailed formal plan for restructuring and has raised a valid expectation in those affected that the company will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
The measurement of provision for restructuring includes only direct expenditures arising from the restructuring, which are both necessarily entailed by the restructuring and not associated with the ongoing activities of the company.
A disclosure for a contingent liability is made where there is a possible obligation that arises from past events and 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 or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount cannot be made.
2.23 Segment reporting:
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
2.24 Government Grants:
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related costs, which they are intended to compensate. Where the grant relates to an asset, it is recognized as deferred income and is allocated to statement of profit and loss over the periods and in the proportions in which depreciation on those assets is charged.
When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.
2.25 Derivatives:
The company enters into certain derivative contracts to hedge risks which are not designated as Hedges. Such contracts are accounted for at fair value through profit or loss and are included in other income / expenses.
2.26 Cash flow Statement:
The Cash Flow Statement is prepared by the indirect method set out in Ind AS 7 on Cash Flow Statements, where by profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the Company are segregated.
Events occurring after the Reporting Date
Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the financial statements. Material non adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Board's Report.
Exceptional Items
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.
Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has notified Ind AS 117
- Insurance Contracts and amendments to Ind AS 116
- Leases, relating to sale and lease back transactions, applicable from April 1, 2024. The Company has assessed that there is no significant impact on its financial statements. On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company is currently assessing the probable impact of these amendments on its financial statements.
3 SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS:
3.1 The preparation of the Company's financial statements requires management to make judgments, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the accompanying disclosures.
These judgments, estimates and assumptions are based on historical experience and other factors, including expectations of future events that may have a financial impact on the company and that are believed to be reasonable under the circumstances.
This note provides an overview of the areas that involve a higher degree of judgments or complexities and of items which are more likely to be materially adjusted due to estimates and assumptions to be different than those originally assessed. Detailed information about each of these judgments, estimates and assumptions is mentioned below. These Judgments, estimates and assumptions are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
3.2 Significant Judgments:
Contingent liabilities:
The Company has received various orders and notices from tax and other judicial authorities in respect of direct taxes and indirect taxes. The outcome of these matters may have a material effect on the financial position, results of operations or cash flows. The filing of a suit or formal assertion of a claim against the Company or the disclosure of any such suit or assertions, does not automatically indicate that a provision of a loss may be appropriate. Management regularly analyzes current information about these matters and makes provisions for probable losses including the estimate of legal expense to resolve the matters. In their assessments management considers the degree of probability of an unfavorable outcome and the ability to make a sufficiently reliable estimate of the amount of loss.
3.3 Classification of Leasehold Land:
The company has entered into lease agreement for land at three of its facilities. The lease period is of around 85-95 years in respect of these premises and the agreements have renewal options. These lands are situated in industrial estates, where the land is generally transferred through lease contracts and the
upfront lease payment amounts are significantly equal to the fair value of land. Accordingly, significant risk and rewards associated with the land are considered to be transferred to the lessee.
Based on these considerations and overall evaluation of the agreements with the lessor, the management believes that these lease contracts meet the conditions of finance lease.
3.4 Determination of cash generating unit (CGU) for Impairment analysis
As part of its impairment assessment for non-financial assets (i.e. property, plant and equipment), the management needs to identify Cash Generating Units i.e. lowest group of assets that generate cash flows which are independent of those from other assets. Considering the nature of its assets, operations and administrative structure, the management has defined all assets put together as a single Cash Generating Unit.
3.5 Going Concern assumptions:
The Company has earned profit (before exceptional item) of '2262 lakh (PY. '1879 Lakh) for the financial year ended 31 March 2025 and the Company's current liabilities exceeds its current assets by '13949 lakh (P.Y. '10012 Lakh) as at 31 March 2025.
The Company's management has carried out an assessment of the Company's financial performance and expects the Company to achieve significant improvements in its financial performance with effect from financial year ending 31 March 2025 to enable it to continue its operations and to meet its liabilities as and when they fall due.
The Company has robust growth plans and drive revenue growth through strategic expansion and capitalization.
The Company's newly developed Chakan ( Pune) facility is poised to become a key revenue driver, with a sizable projected earnings over the next three years alongwith planned full capacity utilisation of Sanand ( Gujarat) facility with a strategic foresight and confidence in leveraging advanced manufacturing capabilities to fuel
sustainable growth by further capitalizing on existing relationships with existing customers and forging new collaborations with Industry leaders engaging with OEM giants such as TATA Motors, Mahindra, Hyundai, MG and Volkswagen.
Various initiatives undertaken by the Company in relation to cost synergies, revenue management opportunities, enhanced ancillary revenues, sale of property, plant and Equipments and leasehold lands, sale of land available with subsidiary Company,. This will result in improvement in operating cash inflow in coming years. Further, continued thrust to improve operational efficiency and initiatives to raise funds are expected to result in sustainable cash flows
On the basis of the above assessment and considering the financial and other support from promoter directors, the Directors of the Company are of the opinion that the preparation of the financial statements of the Company on a going concern basis is appropriate which contemplates realization of assets and settlement of liabilities in the normal course of business.
3.6 Segment Reporting:
Ind AS 108 Operating Segments requires Management to determine the reportable segments for the purpose of disclosure in financial statements based on the internal reporting reviewed by Chief Operating Decision Maker (CODM) to assess performance and allocate resources.
The Company operates in the automotive segment. The automotive segment includes all activities relating to development, design, manufacture, assembly and sale of auto component parts from which the Company derives its revenues. The management considers that these business units have similar economic characteristics like the nature of the products and services, the nature of the production processes and nature of the regulatory environment etc.
Based on the management analysis, the Company has only one operating segment, so no separate segment report is given. The principal geographical areas in which the Company operates is India.
3.7 Significant estimates and assumptions:
Impairment of Property, plant and equipment: Key assumptions used:
The management has assessed current and forecasted financial performance of the Company and the current market value of the assets to determine whether carrying value of property, plant and equipment has suffered any impairment. Impairment assessment is based on estimates of future financial performance or opinions that may represent reasonable expectations at a particular point of time. Such information, estimates or opinions are not offered as predictions or as assurances that a particular level of income or profit will be achieved, that events will occur, or that a particular price will be offered or accepted. Actual results achieved during the period covered by the prospective financial analysis will vary and the variations may be material.
3.8 Claims payables & receivable to customers:
Price increase or decrease due to change in major raw material cost, pending acknowledgement from major customers, is accrued on estimated basis. Also the Company has made accruals in respect of unsettled prices for some of its other material purchase contracts and bought out components. These accruals are made considering the past settlement arrangements with the vendors and customers respectively and the applicable metal prices from published sources. Actual results of these considerations may vary and the variations may be material.
Further, the management has assessed and believes that the timing of cash outflow pertaining to this accruals are uncertain and hence considered the same as payable on demand and classified under current liabilities.
3.9 Defined benefit plan:
The cost of the defined benefit gratuity plan, other retirement benefits, the present value of the gratuity obligation and other retirement benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on Indian Assured Lives Mortality (2012-14) Ultimate. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates. Further details about gratuity obligations are given Note 45.
3.10 Fair value measurement of unquoted financial instruments:
When fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair values is measured using valuation techniques including DCF method. The inputs to these models are taken from observable markets where possible, but where not feasible, a degree of judgment is required in establishing fair values. Judgments include consideration of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported value of financial instruments.
3.11 Impairment of financial assets:
The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
3.12 Determination of lease term:
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
The leases do not contain options which give a rise to a sole right to extend the lease.
3.13 Useful lives of property, plant and equipment, Investment property and intangible assets
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. Increasing an asset's expected life or its residual value would result in a reduced depreciation charge in the statement of profit and loss. The useful lives and residual values of assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. 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 technology.
a) Investments at fair value through Profit & Loss reflect investment in unquoted equity shares. Refer note 35 for determination of their fair values.
b) Koderat Investments Limited : i) The Company has invested in wholly owned subsidiary, Koderat Investments Ltd. (Cyprus). In turn the subsidiary utilized the same for investment in S.Z. Design SRL and Zagato SRL Milan Italy. S.Z. Design SRL and Zagato SRL Milan Italy have issued 49% of equity shares to Koderat Investments Ltd(Cyprus). Further to Note-10 on page-77 in Notes to Accounts of the Annual Report 2010, Concordato Preventivo procedure under Italian Laws, originally scheduled on 20th September, 2011 was postponed to 20th October, 2011 and was finally held on 23rd February, 2013, however the tribunal / Italian courts had reserved the decision. Till date the Concordato Preventivo has not given any decision. The company has adopted fair value at 'NIL as deemed cost at transition date i.e. April 01, 2016 as per Ind AS 109. ii) Koderat Investments Limited, an overseas subsidiary of the compnay has invested in Zagato sr.l. and SZ Design s.r.l.; Italy (Associate Companies). Theses associate companies are under voluntary liquidation in their respective jurisdiction Zagato s.r.l. excluded Koderate Investments Limited as a 'Shareholder' by passing a shareholders resolution as per their local law. Hence, Koderat Investments Limited does not have any control over the accounts of Zagato s.r.l. and SZ Design s.r.l, As per the opinion of the Management, this subsidiaary is not material to the group.
*The Company entered into a Share Purchase Agreement (SPA) with M/s. MNSC Realty Pvt. Ltd. ("Purchaser'') on August 08, 2023, for the sale of its entire stake in Autoline Industrial Park Limited (AIPL), a material subsidiary. The stake comprised 342, 56,089 equity shares, representing 43% of AlPLs total share capital, for a total consideration of ' 9,516.63 lakhs. In line with this transaction, the investment in AIPL was classified as 'Asset Held for Sale' in the Company's financial statements.
As of March 31, 2025, the Company had received ' 8,450 lakhs from the Purchaser and had transferred 228, 57,513 equity shares, constituting 66.73% of the Company's holding in AIPL. In line with this transaction, the investment in AIPL has been classified as 'Asset Held for Sale' in the Company's financial statements. The company relinquished control over AIPL effective April 15, 2025, upon the transfer of the above shares. Consequently, considering this is a subsequent non-adjusting event as on March 31, 2025, the actual sale of the stake in the subsidiary will take place in the next financial year based on further payment and other contractual covenants compliance.
c. Shares held by holding company and /or their subsidiaries
The Company being holding company, there are no shares held by any other holding company and their subsidiaries.
d. Aggregate number of bonus shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date
There are no bonus shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.
e. During the year 2024-25 following equity share were issued by the company
The company had issued 44,12,237 (Forty-Four Lakhs Twelve Thousand Two Hundred and Thirty-Seven) fully paid Compulsorily Convertible Debentures (CCDs) of ' 10/- each at a value of '102.50 (Rupees One Hundred and Two and Fifty Paisa) each carrying an interest at the rate of 12% per annum, payable on a half-yearly basis. The Company allotted 42, 12,237 CCDs in two tranches respectively on December 28, 2023 and January 01,2024 with a lock in period of maximum one year. The Company has converted the said 42,12,237 CCDs into 42,12,237 no of Equity Shares on December 27, 2024, of a face value of ' 10/- each with a premium of ' 92.50 each . The Listing Applications, for the above said allotted shares, issued from the NSE on May 12, 2025 and from BSE on May 13, 2025.
c) Revaluation Reserve:
Revaluation Reserve is used to record the revaluation amount which represents the current and probable future value of assets which is higher than the recorded historic cost of the same asset.
d) General Reserves:
Represents amounts transferred from retained earnings in earlier years as per the requirements of the erstwhile Companies Act, 2013 and transition adjustments on implementation of new accounting standards.
e) Other Comprehensive income:
This reserve represents the comulative gains (net of losses) arising on the revaluation of Equity Instruments measured at fair value through Other comprehensive Income, net of amounts reclassified, If any , to Retained Earnings when those instruments are disposed off.
f) Equity component:
Equity component of compound financial instruments is represent for amount of compulsory convertible debentures
Share warrants issued during the financial year 2023-24.
The Company had issued 22,00,000 convertible share warrants on preferential basis to the Promoters pursuant to the shareholders' approval obtained on November 7, 2023. The warrants were allotted on January 01,2024 at a price of '102.50 each ("warrant price") upon receipt of 25 % upfront amount '563.75 Lakh.
CCDs issued during the financial year 2023-24.
The Company had alloted 26,00,755 CCDs at a price of '102.50 each in first tranche on December 28, 2023 fully paid up and 16,11,482 CCDs at price of '102.50 each in second tranche on January 01, 2024 fully paid up.
The balance of equity component transfer to retained earning during the financial year 2023-24.
2142857 fully paid Secured Optional Convertible Debentures of Face Value of '70 each amounting to ' 1500.00 lakh issued by the Company during the year. The Debenture shall carry interest rate of 9% per annum and for a maximum period of 18 months from the date of allotment i.e. November 10, 2020 and thereafter Redeemed during the year 2022-23. The Balance of equity component related to OCD has been transferred to retained earning during 2023-24.
The balance of equity component utilised during the financial year 2024-25.
The Company had issued 44,12,237 (Forty-Four Lakhs Twelve Thousand Two Hundred and Thirty-Seven) fully paid Compulsorily Convertible Debentures (CCDs) of '10 each, at an issue price of '102.50 per CCD, carrying an interest rate of 12% per annum, payable on a half-yearly basis. At the time of issuance, the Company recognized an equity component in respect of these CCDs. Subsequently, on December 27, 2024, the said 42,12,237 CCDs were converted into 42,12,237 equity shares of '10 each, issued at a premium of '92.50 per share. Accordingly, the equity component recognized earlier has now been utilized.
19.2 DETAILS OF SECURITY OFFERED FOR BORROWINGS OUTSTANDING AS AT MARCH 31, 2025
1. Bank of Baroda's working capital are secured by exclusive First Charge by way of equitable mortgage of factory land & building, office building and hypothecation of other fixed assets of the Company viz. Plant & Machinery, Tools & Dies, Instruments & Equipments, Furniture & Fixture, Electrical Installation, Office Equipments, Computers, etc. both present and future situated at Plot No.5, 6 & 8, Tata Motors Ltd. Vendor Park, Rudrapur, Uttarakhand and first pari passu by way of mortgage of factory land & building, office building and hypothecation of other fixed assets of the Company viz. Plant & Machinery, Tools & Dies, Instruments & Equipments, Furniture & Fixture, Electrical Installation, Office Equipments, Computers, etc., both present and future situated at S.No. 313,314, 320 to 323, at Nanekarwadi, Chakan, Pune 410501. (called as Chakan Unit- II).
2. Tata Motors Finance Solutions Ltd 's Term loans are secured by First Pari Passu charge on Land & Building, Plant & Machinery of the Company situated at S. No. 313, 314, 320 to 323, Nanekarwadi, Chakan, Tal Khed, Dist Pune . Further they are secured by First & Exclusive charge on land, Building, Plant & Machinery both present and future situated at Survey no. 287, 291 to 295 and 298 Nanekarwadi, Taluka Khed, Dist Pune and first exclusive charge on land and building, plant & machinery situated at Plot No. 186-A, Belur Industrial Area growth Centre, Opp. High Court, Dharwad, Karnataka.
3. HDFC Bank Ltd Term Loans are secured by Exclusive charge of land & building, plant & machinery situated at Plot No. AV-34, Sanand Industrial Estate, Sanand, Nalsarovar, Ahmedabad, Gujarat-382110.Exclusive charge on the Plant & Machinery installed at Pune Plant Finance by HDFC Bank Ltd. Also Personal Gaurantee of Managing Director and One Promotor Director is given to HDFC Bank for Term Loan.
4. Personal Gaurantee of Managing Director and One Promotor Director is given for Loan amount '10Crs from Mahindra and Mahindra Financial Services Limited.
5. (A) Credit facilities of Bank Of Baroda are secured by personal guarantee of Managing Director, One Promotor Director
and one employee of the company and for LC limit of '1900 Lakh.
(B) Credit Facilities of Tata Motors Financial Services Ltd are further guaranteed by Managing Director and One Promotor Director in their personal capacity.
(C) Credit Facilities of HDFC Bank Ltd. are further guaranteed by Managing Director and One Promotor Director in their personal capacity.
6. Interest rate for above loans are range between 7.85% to 16.45%.
Contract liabilities is increased as compare to previous year due to customer advances received for new product development projects.
C) Performance Obligations
The Company satisfies its performance obligations pertaining to the sale of auto components at point in time when the control of goods is actually transferred to the customers. No significant judgment is involved in evaluating when a customer obtains control of promised goods. The contract is a fixed price contract and do not contain any financing component. The payment is generally due within 30-90 days. There are no other significant obligations attached in the contract with customer.
D) Transaction Price
There is no remaining performance obligation for any contract for which revenue has been recognised till period end. Further, the Company has not applied the practical expedient as specified in para 121 of Ind AS 115 as the Company do not have any performance obligations that has an original expected duration of one year or less or any revenue stream in which consideration from a customer corresponds directly with the value to the customer of the Company's performance completed to date.
E) Determining the timing of satisfaction of performance obligations
There is no significant judgements involved in ascertaining the timing of satisfaction of performance obligations, in evaluating when a customer obtains control of promised goods, transaction price and allocation of it to the performance obligations.
F) Determining the transaction price and the amounts
The transaction price ascertained for the only performance obligation of the Company (i.e. Sale of goods) is agreed in the contract with the customer. There is no variable consideration involved in the transaction price except for refund due to shortages which is adjusted with revenue.
G) Cost to obtain contract or fulfil a contract
There is no cost incurred for obtaining or fulfilling a contract and there is no closing assets recognised from the costs incurred to obtain or fulfil a contract with a customer.
The carrying amount of trade receivables, cash and cash equivalent, bank balances other than cash and cash equivalent, other current financial assets, short term borrowings, trade payables and other financial liabilities are considered to be same as their fair values, due to their short term nature. The Company has availed long term borrowings from banks and financial institutions carrying interest in the range of 7.85% to 16.45%. The carrying values approximates their respective fair values. Similarly the fair value of non-current financial assets also approximates its carrying value.
The Cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value.
Financial assets and liabilities measured at Amortised cost:
The fair values of all financial instruments carried at amortised cost are not materially different from their carrying amounts since they are either short-term in nature or the interest rates applicable are equal to the current market rate of interest.
The fair value of investments in mutual funds are based on the price quotation at the reporting date obtained from the asset management companies.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Company does not have any financial asset in this measurement category.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, mutual funds, 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.
Valuation technique used to determine fair value
Specific valuation technique used to value financial instruments include
- Fair value of forward foreign exchange contracts is determined using forward exchange rate as at the balance sheet date
- Fair value of remaining financial instruments is determined using discounted cash flow analysis
Valauation processes
For valuation of financial assets and liabilities, the finance department of the company includes a team that performs the valuation of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. Discussions of valuation processes and results are held between the CFO and the valuation team on regular basis.
NOTE 36 : FINANCIAL RISK MANAGEMENT
The Company's financial risk management is an integral part of how to plan and execute its business strategies, the Company is exposed primarily to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, the Company has a system based approach and procedures and internal financial controls aimed at ensuring early identification, evaluation and management of key financial risks which covers risks associated with the financial assets and liabilities such as credit risks, liquidity risk etc. The risk management policy is approved by the board of directors. The risk management framework aims to achieve greater predictability to earnings by determining the financial value of the expected earnings in advance. Company's risk management framework has the objective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplined and consistent manner and in compliance with applicable regulation. It also seeks to drive accountability in this regard.
A. Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Liquidity risk refers to the probability of loss arising from a situation where there will not be enough cash and/or cash equivalents to meet the needs of depositors and borrowers, sale of illiquid assets will yield less than their fair value and illiquid assets will not be sold at the desired time due to lack of buyers. The primary objective of liquidity management is to provide for sufficient cash and cash equivalents at all times and any place in the world to enable us to meet our payment obligations. Currently the company is facing liquidity crises due to huge interest cost.
Management monitors rolling forecast of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet this.
Maturities of financial liabilities
The tables below analyses the Company's financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities and net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.
B. Market risk
Market risk is the risk of any loss in future earnings, in realizable fair values or in 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, foreign currency exchange rates, liquidity and other market changes. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments.
(a) Interest rate risk
The company has fixed rate borrowing and variable rate borrowings in order to obtain more efficient leverage. The fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. Floating rate debt results in cash flow interest rate risk. The company has taken both interest rate risk debts for managing its liquidity and day to day requirements of the funds.
The exposure of the borrowings [long term and short term (excluding bill discounting receivable )] to interest rate changes at the end of the reporting period are as follows :
C. Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration of creditworthiness. Credit risk arises from cash and cash equivalents, other balances and deposits with bank and financial institutions and trade receivables, derivative financial instruments and financial guarantees.
Credit risk management:
For banks and financial institutions, only high rated banks/institutions are accepted. For other financial assets, the Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated: (A). actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the counterparty ability to meet its obligations (B). actual or expected significant changes in the operating results of the counterparty (C). significant increase in credit risk on other financial instruments of the same counterparty (D). significant changes in the value of the collateral supporting the obligation or in the quality of thirdparty guarantees or credit enhancements
In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 90 days past due. A default on a financial asset is when the counterparty fails to make contractual payments within 365 days of when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. None of the Company's cash equivalents, including time deposits with banks, are past due or impaired. Regarding trade receivables and other receivables, and other financial assets that are neither impaired nor past due, there were no indications as at March 31, 2025, that defaults in payment obligations will occur.
The Company follows 12 months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date) model for recognition of impairment loss on financial assets measured at amortised cost other than trade receivables. The Company follows lifetime expected credit loss model (simplified approach) for recognition of impairment loss on trade receivables.
NOTE 37 : CAPITAL MANAGEMENT
The Company's objectives when managing capital are to:
• Safegaurd their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
• To Maintain an optimal capital structure to reduce the cost of capital.
The company determines the amount of capital required on the basis of annual opearting plans, long term product and maintainig other strategic investment plans. The funding requirements are met through equity, long term borrowings and short term borrowings. The company's policy is aimed at maintaining optimum combination of short term and long term borrowings. The company manages its capital structure and makes adjustments considering the economic environment, the maturity profile of the overall debt of the company and the requirement of the financial covenants.
NOTE 38 : SEGMENT INFORMATION
Ind AS 108 establishes standards for the way that public business enterprises report information about operating segments and related disclosure about products and services, geographic areas and major customer. The company is engaged mainly in the business of manufacturing sheet metal auto components and assemblies thereof. Based on the 'management approach' as defined in Ind As 108, the 'Chief Operating Decision Maker' (CODM) considers entire business as single operating segment. The Company's operating divisions are managed from India. The principal geographical areas in which the company operates are India.
The claims subject to legal proceedings, have arisen in the ordinary course of business. The management does not reasonably expect that these claims and commitments, when ultimately concluded and determined, will have a material and adverse effect on the Companies results of operations or financial conditions.
In addition to above there are certain pending cases in respect of labour matters, the impact of which is not quantifiable and is not expected to be material.
(a) The Company has received various demand/notices from the GST & VAT/Sales Tax Department on various matters. The company has filed appeal for these demand/notices and does not expect any significant outflows. Major demand is for mismatch between details as per the Company with that filed by vendors and other matters for which demand is raised and interest/penalty is charged. Further, the Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are requried and disclosed as contingent liabilities where applicable, in the financial statements. The management believes that the ultimate outcome of above proceeding will not have a material adverse effect on the Company's financial position and results of operations.
(b) There are numerous interpretative issues relating to Supreme Court (SC) judgement dated 28th February, 2019, relating to components/allowances paid that need to be taken into account while computing an employer's contribution to provident fund under the Employees Provdent Funds and Miscellaneous Provident Act, 1952. The Company has also assess the matter and basis the same there is no material impact on the financial statements as at 31 March 2024. The Company would record any further effect on its financial statements, on receiving additional clarity on the subject.
(c) The Company is contesting various claims relating to labour matters and the management believes its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of above proceeding will not have a material adverse effect on the Company's financial position and results of operations.
(d) The Company is involved in a legal dispute initiated by CJ Holdings North America LLC in the United States of America in connection with a previously executed settlement agreement. While the Company has denied the majority of the claims, it has acknowledged and recorded principal dues relating to the partial unpaid balance. The Company has also filed a counterclaim against CJ Holdings North America LLC for breach of confidentiality and non-disparagement provisions. As the matter is sub judice and the outcome remains uncertain, no provision has been recognised in the financial statements. The matter has, however, been disclosed as a contingent liability.
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
(ii) Variable Lease payments
Estimation uncertainty arising from variable lease payments There were no leases with variable lease payments.
(iii) Extension and termination options
Extension and termination options are considered in a number of leases across the Company. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable on a mutual consideration between lessor and the Company. Therefore the extension and termination option is not considered.
(iv) Residual value guarantees
There were no leases with residual value guarantees.
NOTE 45 : EMPLOYEE BENEFITS
Compensated absences:- The leave obligation covers the Group's liability for earned leave. Accumulated compensated I absences, which are expected to be availed or encashed within 12 months from the end of the year end are treated as current employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.
Defined benefit plans
The Company offers the following employee benefit schemes to its employees:
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn salary per month computed proportionately for 15 days salary mutiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
Risk Exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below :
1. Interest rate risk:
The defined benefit obligation is calculated using a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
2. Salary inflation risk:
Higher than expected increases in salary will increase the defined benefit obligation.
3. Demographic risk:
For example,as the plan is open to new entrants, an increase in Membership will increase the defined benefit obligation. Also,the plan only provides benefits upon completion of a vesting criteria. Therefore, if turnover rates increase then the liability will tend to fall as fewer employees reach vesting period.
4. Asset-Liability Mismatch Risk:
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is success fully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.
5. Discount Rate Risk:
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practice can have a significant impact on the defined benefit liabilities.
6. Future Salary Escalation and Inflation Risk :
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
7. Asset Risks:
A) All plan assets are maintained in a trust fund managed by a public sector insurer viz; LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years.The company has opted for a traditional fund where in all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence100%> liquidity is ensured. Also interest rate and inflation risk are taken care of.
B) Defined Contribution Plan
The company has certain defined contribution plans. Contributions are made to provident fund in India at the rate of 12% as per local regulations. The contributions are made to the provident fund administered by the government. The obligation of the company is limited to the amount contributed and it has no further contractual or any constructive obligation.The company also has liability to contribute to other defined contribution plans. The company has recognised the following amounts in the statement of Profit and Loss.
NOTE:47
As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial year commencing April 1,2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The interpretation and guidance on what level edit log and audit trail needs to be maintained evolved during the year and continues to evolve.
The Company has not operated the audit trail functionality throughout the year at both the application and database levels for all relevant transactions recorded in its software systems. The Company uses Spine Payroll software, wherein the audit trail feature is not enabled at the database level to capture direct data modifications. Further, the accounting software in use does not have the feature of recording an audit trail.
NOTE:48
The Company has borrowings from Bank of Baroda on the basis of security of current assets. Details of the quarterly returns and statements of current assets filed by the Company with Bank of Baroda with the books of accounts are as follows.
NOTE 49 : CODE ON SOCIAL SECURITY, 2020
The Parliament of India has approved the Code on Social Security, 2020 which may have an impact on the contributions by the Company on Employee benefit expenses, Provident Fund, Insurance and Gratuity. Further, the Ministry of Labour and Employment, Government of India has published draft rules for the Code on Social Security, 2020 on November 13, 2020 and has solicited comments/ suggestions from the stakeholders. Accordingly, the Company will evaluate the impact of the said legislation and the Rules notified thereunder, and would eventually apportion the impact in its financial statements in the period in which the Code on Social Security, 2020 is enacted.
NOTE - 50
The company enters into "international & domestic transactions" with specified parties that are subject to the T ransfer Pricing regulations under the Income Tax Act, 1961 ('regulation'). The pricing of such transactions will need to comply with Arm's length principle under the regulations. These regulations, inter alia, also required the maintenance of prescribed documents and information including furnishing a report from an accountant which is to be filed with the Income tax authorities.
The company has undertaken necessary steps to comply with the regulations. The management is of the opinion that the transactions are at arm's length, and hence the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
NOTE:52 OTHER DISCLOSURES
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
The Company has not been declared as a Wilful Defaulter by any bank or financial institution or government or any government authority.
The Company has no transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
The Company has complied with the number of layers prescribed under the Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017.
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
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 or entity, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in paries identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(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
The Company has four (4) Subsidiary Companies and Two (2) Associates: (i) Autoline Industrial Parks Limited [significant influence 43% stake] (ii) Autoline Design Software Limited (iii) Autoline E-Mobility Private Limited (iv) Koderat Investments Ltd. Cyprus (non-Operative). SZ Design SRL - (Under Liquidation) and Zagato SRL Milan Italy (Voluntary Liquidation) are Associates of Koderate Investments Ltd (Subsidiary).
NOTE 54 : REGROUPING OF COMPARITIVE FIGURES
The figures for the corresponding period / year have been regrouped and rearranged wherever necessary to make them comparable
For and on behalf of the Board of Directors
SHIVAJI AKHADE SUDHIR MUNGASE
Managing Director Whole Time Director
DIN: 00006755 DIN:00006754
VENUGOPAL RAO PENDYALA UTTAM BISWAS PRANVESH TRIPATHI
Place : Pune Chief Executive Officer Chief Financial Officer Company Secretary
Date : May 24, 2025 Mem.No.078169 Mem.No.A16724
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