17. Provisions, Contingent Assets and Contingent Liabilities
a. Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
These provisions are reviewed at each reporting date and adjusted to reflect the current best estimates.
b. Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation or present obligations that may but probably will not, require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is 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. Contingent liabilities have been disclosed as a part of notes to account.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
18. Material prior period errors
Errors/omissions discovered in the current year relating to prior periods are treated as immaterial and adjusted during the current year, if all such errors and omissions in aggregate does not exceed 0.50% of total operating revenue as per last audited financial statement of the Company.
19. Recognition and Initial Measurement of Share Warrants:
On initial recognition, share warrants are classified as other equity instruments if they meet the criteria specified under Ind AS 32 - Financial Instruments.
On initial recognition, the fair value of the warrant is determined in accordance with Ind AS 113 - Fair Value Measurement using an appropriate valuation model (e.g., the Modified Black-Scholes Option Pricing Model), based on observable market inputs including share price, exercise price, volatility, risk-free interest rate, dividend yield, and the term of the warrant.
The amount received from the holder at the time of issue is credited to 'Money received against share warrants' under Other Equity. If the consideration received is higher than the fair value determined on initial recognition, the entire amount received is still credited to equity unless a compound instrument or embedded liability exists.
On Subsequent Measurement, Equity-classified share warrants are not remeasured at each reporting date. No subsequent fair value changes are recognised in profit or loss or equity. The warrant balance remains under 'Other Equity' until:
• Conversion into equity shares, or
• Expiry or lapse of the warrant.
On Conversion of Share Warrants, the entire amount originally recognised under 'Money received against share warrants and the additional consideration received on conversion is transferred to Share Capital and Securities Premium, as applicable.
On expiry or Lapse of Share Warrants, the amount recognised under 'Money received against share warrants' is transferred to Retained Earnings within equity.
Note:
(a) Inventories are valued at lower of cost and net realizable value. Inventories includes Raw material, work-in-progress, finished goods, store & spare, packing material.
(b) Raw material and components: Cost includes cost of purchases and other costs incurred in bringing the inventories to their present location and condition. Cost is determined using first in first out (FIFO) basis.
(c ) Finished Goods and Work in-progress: Cost includes cost of direct material and labour and a proportion of manu¬ facturing overhead based on the normal operating capacity but excluding borrowing cost. Cost is determined on weighted average basis.
(d) Store, spare parts, packing material etc.: Cost is determined on FIFO basis.
(e) Inter branch transfers are valued at works/ factory costs of the transferor unit/branch.
b) Rights, preferences and restrictions attached to Equity Shares:
The Company has only one class of equity shares having a par value of ^10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity share¬ holders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(1) Terms of borrowings:
"IDFC First Bank- Working capital facility and term loans from IDFC First Bank is secured on the basis of primary security by way of hypothecation of entire current assets including stocks, book debts and movable fixed assets of the Company and Collateral on property situated at A-7/36-39, south of GT Road Industrial Area, Ghaziabad, U.P. and Plot No. C-19, UPSIDC, Masuri Gulawthi, Tehsil- Dhaulana, Distt- Hapur, U.P. Owned by Company M/s. AVRO India Limited.
Further, the facilities have been secured by Unconditional and Irrevocable personal guarantee of Mr. Sushil Kumar Aggarwal, Mr. Sahil Aggarwal and Mrs. Anita Aggarwal, Directors of the company.
The Company has availed a Cash Credit (CC) facility at an interest rate of 9% p.a. The tenure of the CC limit is 12 months, while the sub-limit facility carries a tenure of 3 months.
Interest on term loans is charged at External Benchmarking Rate (EBR) plus spread (currently 9% p.a.) on a monthly reducing balance basis. The term loans are repayable in monthly instalments.
2. The Company has received a notice dated February 13, 2023 from GST Deputy Commissioner, Ghaziabad under Section 61 of UPSGST Act, 2017 for discrepancy in GST returns during the financial year 2021-22. The Company is yet to file the reply to the notice.
3. The Company had received Show cause notice dated September 11, 2024 u/s 61 of UPSGST Act, 2017 for discrepancy in ITC availed in GSTR-3B and ITC declared in per GSTR-2B during the financial year
2023- 24. The Company is yet to file reply to the notice.
4. The Company had received Show cause notice dated October 08, 2024 u/s 61 of UPSGST Act, 2017 for discrepancy in ITC availed in GSTR-3B and ITC declared in per GSTR-2B during the financial year
2024- 25. The Company had also received the notice dated March 19, 2025 from GST Deputy Commissioner, Ghaziabad, Uttar Pradesh for intimating discrepancies in the return after scrutiny. The Company is yet to file reply to the notice.
5. The good conveyance bearing No. UP86T3585 was intercepted at Aligarh on January 05, 2019. During inspection, it was found that there is discrepancy in value of goods mentioned in Invoice as compared to E-way bill. Further, it was found in e-way bill no. 411044228798 vehicle no is not the same with actual vehicle no. Impugned Order in Appeal bearing No. ZD090820016636C dt. 05/01/2019 was passed by Assistant Commissioner (Mobile-Squad) - 1 Aligarh imposing penalty for Rs 0.57 lacs under Section 129(3) UPSGT Act, 2017. The Company has paid penalty of Rs. 0.57 lacs on January 05, 2019. The Appeal was filed in Ghaziabad Manually by Company, Ghaziabad Appeal Office has transferred the Appeal to Aligarh Appeal Office, Request letter for transfer to appropriate Appeal Authority was made by the Company on 29/10/2024. The Appeal is pending for hearing and disposal.
6. The goods conveyance bearing no. UP14CT6645 carrying goods was intercepted by GST official on April 17, 2018. It was found that e-way invoice of Job work was not annexed and value of material was not mentioned/described. The Company received a seizure order dated April 18, 2018 u/s 129(1) from Deputy Commissioner, Uttar Pradesh Goods & Services Tax Act, 2017. Considering the value of materials as Rs. 1.56 lacs, the Assistant Commissioner determined the tax of Rs. 0.28 lacs and imposed the penalty of Rs. 0.28 lacs. The Company has paid the amount of Rs. 0.56 lacs on April 18, 2018. The Appeal was filed in Ghaziabad manually by Company due to Covid-19. The Appeal is pending for Hearing and disposal.
7. The good conveyance bearing No. UP16JT8450 carrying rejected goods as sent by M/s Sethi Sales was intercepted by Assistant Commissioner, G B Nagar, Uttar Pradesh on December 18, 2023 at Luharli Toll and after inspection, an order of detention was issued in Form GST MOV-06 on December 18, 2023 and notice was served on the person in charge of the conveyance on December 18, 2023, wherein it was found that Original Invoice No. and date is missing from the debit note raised by M/s Sethi Sales, distributor to the Company. The Company had received a notice dated December 18, 2023 from Assistant Commissioner, State GST, Noida in this regard. The Assistant Commissioner vide its order in Form GST MOV-06 detained goods and conveyance till the issue of release order in Form GST MOV-05. The Company has paid amount of Rs. 0.85 lacs as a penalty being twice the amount of CGST and SGST mentioned in Debit note dated December 16, 2023 vide challan dated December 18, 2023.The Assistant Commissioner, G B Nagar, Uttar Pradesh vide its release order in Form MOV-05 dated December 18, 2023 released goods and conveyance after payment of tax and penalty. The Appeal was filed in Noida by Company and hearing was conducted on 06/11/2024. The appeal is pending for hearing and disposal.
8. The Board of Directors, in its meeting held on August 28, 2024, approved a preferential issue of 6,48,330 equity shares of face value E10 each at an issue price of E127.25 per share, aggregating to E825 lacs, to Promoter Group and Non-Promoters for cash consideration. In addition, 5,30,451 share warrants were issued to Non-Promoters at the same price, each warrant convertible into one equity share within 18 months from the date of allotment. An amount of E168.75 lacs, representing 25% of the warrant consideration, was received, and the balance E506.25 lacs is pending. These equity shares and warrants were allotted on October 19, 2024. The fair value of each warrant, determined in accordance with Ind AS 113 - Fair Value Measurement, was E49.04 and has been classified under ’Other Equity’. No asset has been recognized for the difference between fair value and consideration received. The issuance of equity shares and warrants has been duly approved by BSE Ltd. and National Stock Exchange of India Ltd. under applicable SEBI regulations, and trading in these shares commenced on January 6,20n5.
Further, the Board of Directors, in its meeting held on December 27, 2024, approved a second preferential issue of 25,75,320 equity shares at an issue price of E185.50 per share, aggregating to E4777.22 lacs, to Non-Promoters and 3,23,450 share warrants to the Promoter Group at E185.50 per warrant. The Company received E150.00 lacs, being 25% of the warrant consideration, and balance E450.00 lacs is pending. The allotment of equity shares and warrants was made on February 11, 2025. The fair value of each warrant was E56.84, as per Ind AS 113, and the amount received has been recorded under ’Other Equity’ with no asset recognized for the fair value differential. Both BSE Ltd. and National Stock Exchange of India Ltd. granted requisite approvals, and trading in these shares commenced on March 27, 2025.
b) Carrying amount of inventories pledged as security for borrowings as at March 31, 2025 is E 1,283.06 Lacs (March 31, 2024: E 1,012.64 Lacs).
10. Provision for taxation is ascertained on the basis of assessable profits computed in accordance with provisions of the Income Tax Act, 1961 multiplied by the rate specified under section 115BAA of the Income Tax Act, 1961.
11. There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2025.
13. Exceptional Item:
Compensation to Family of Deceased Employee
During the year, the Company paid a one-time ex-gratia amount of 516.53 Lacs to the spouse of a deceased employee as a mark of support and goodwill.
This payment is not pursuant to any contractual, legal or statutory obligation and has been made voluntarily. The amount has been recognized as an employee benefit expense and presented separately as an exceptional item in the Statement of Profit and Loss.
14. Disclosure as per Ind AS 38 'Intangible Assets'
Computer software (Payroll Software) amortised in the statement of Profit and Loss during the year is Nil (March 31, 2024: E 0.05 lacs).
15. Capital Management
The Company's objectives when managing capital are to:
- safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and
- maintain an appropriate capital structure of debt and equity.
The Board of Directors has the primary responsibility to maintain a strong capital base and reduce the cost of capital through prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international financial markets so as to maintain investors, creditors & markets' confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Company defines as returns from operating activities divided by total shareholders' equity deployed in operating activities.
16. Fair Value Measurements
Category wise classification of Financial Instruments
Financial assets and liabilities are measured at fair value in these financial statements and grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for asset or liability.
The management assessed that cash and cash equivalents, Bank balances other than Cash and Cash equivalents, trade receivables, trade payables, current borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of the financial assets and financial liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties. Methods and assumptions used to estimate the fair values are consistent. The following methods and assumptions were used to estimate the fair values:
i. The carrying amount of financial assets and financial liabilities measured at amortized cost in these financial statements are at reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
ii. The carrying amounts of current financial assets and current financial liabilities approximate their fair vale mainly due to their short-term nature.
During the financial year 2024-25 and 2023-24, there were no transfers between Level 1, Level 2 and Level 3 fair value measurements.
17. Financial Risk Management
The Company has exposure to the following risks arising from financial instruments:
-Credit risk -Liquidity risk -Market risk
Risk Management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's Risk Management framework. The Management reviews the Risk management policies and systems on a regular basis to reflect changes in market conditions and the Company's activities, and the same is reported to the Board of Directors periodically. Further, the Company, in order to deal with the future risks, has in place various methods/ processes which have been imbibed in its organizational structure and proper internal controls are in place to keep a check on lapses, and the same has been modified in accordance with the regular requirements.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, cash and cash equivalents and other financial assets.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Market Risk
Market risk is the risk of changes or fluctuations in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's investments are predominantly held in Mutual funds.
18. Disclosure as per Ind AS 19 'Employee Benefits'
The Company contributes to the following post-employment defined benefit plans in India.
Defined Contribution Plan
The Contributions to the Employee's State Insurance Corporation and Provident Fund of employees are made to government administered fund and there are no further obligations beyond making such contributions.
Employer's contribution to Provident Fund and Employees State Insurance recognized as an expense for the year is E 7.16 Lacs (Previous year E 5.11 Lacs).
Defined Benefit Plan
The present value of defined benefit obligations is determined based on actuarial valuation measured using the Projected Unit Credit Method. The assumptions and methodology used in compiling the actuarial valuation report are consistent with the requirements of Indian Accounting Standard (Ind AS) 19.
All the above defined benefit plans expose the Company to general actuarial risks such as the amount pertaining to the plan is not kept in separate bank account.
Based on the actuarial valuation obtained in this respect, the following table set out the status of Gratuity and amounts recognised in the company's financial statements as at balance sheet date:
22. Disclosure as per Ind AS 108 'Operating Segments'
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director and CFO of the Company. The company has identified one reportable segment based on the information reviewed by CODM.
23. Disclosure as per Ind AS 115, 'Revenue from contracts with customers' i) Nature of goods and services
The revenue of the Company comprises of income from sale of plastic furniture, sale of Almirah and sale of granules LLDPE.
24. Disclosure as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
a. Disclosures in compliance with the Accounting Standard on "Related Party Disclosures" made in note 2.28 (20).
b. Loans and advances in the nature of loans:
Holding Company: N.A.
Subsidiary Company: N.A.
Firm/ companies in which directors are interested: Nil
c. Investment by the loanee (as detailed above) in the share of Avro India Limited and its subsidiaries: N.A.
25. Disclosure as per Ind AS 116 'Leases'
The Company has acquired land on leasehold basis. According to the U.P. State Industrial Development Authority (UPSIDA) letter dated October 9, 2023, the leasehold land is classified as perpetual in nature and hence Ind AS 116 is not applied
26. Recent pronouncements:
There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs under section 133 of the Companies Act, 2013, which are issued and not effective as at March 31, 2025.
27. The Company has neither paid nor declared any dividend during the year.
28. Additional Regulatory Information
i. The Company does not have an immovable property whose title deeds are not held in the name of the Company.
ii. The Company does not have any investment property as at 31st March, 2025.
iii. Loans or advances in the nature of loans have not been granted to any promoters, directors, KMP's and the related parties (as defined in Companies Act, 2013), either severally or jointly with any other person.
iv. During the year Company has not revalued any of its Property, Plant and Equipment.
v. The Company does not have any intangible assets as at March 31, 2025.
vi. The company has a capital-work-in progress in the books and relevant disclosures of the same is provided at note no. 2.2.
vii. The Company does not have any intangible assets which is under development.
viii. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ix. The Company has taken working capital loans from IDFC bank on the basis of primary security by way of hypothecation of entire current assets including stocks, book debts and movable fixed assets of the Company and Collateral on property situated at A-7/36-39, south of GT Road Industrial Area, Ghaziabad, U.P. and Plot No. C-19, UPSIDC, Masuri Gulawthi, Tehsil- Dhaulana, Distt- Hapur, U.P.
Owned by Company M/s. AVRO India Limited.
Further, the facilities have been secured by Unconditional and Irrevocable personal guarantee of Mr. Sushil Kumar Aggarwal, Mr. Sahil Aggarwal and Mrs. Anita Aggarwal, Directors of the company.
The quarterly returns / statement of current assets filed by the company with banks are in agreement with the books of accounts.
x. The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
xi. The Company has not advanced or loaned or invested any fund to any entity (Intermediaries) with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party with the understanding that the Company shall whether, directly or indirectly lend or invest in other 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.
xii. The Company has not entered into any transaction with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
xiii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
xiv. The Company does not have any subsidiary company as prescribed in clause (87) of section 2 of the Companies Act, 2013 as on 31st March, 2025. Accordingly, the provisions of the Companies (Restriction on Number of Layers) Rules, 2017 are not applicable to the Company. However, subsequent to the balance sheet date, the Company has incorporated a wholly owned subsidiary, M/s. AVRO Recycling Limited, on 14th May, 2025.
xv. There is no scheme of arrangements which has been approved by the competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
xvi. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
xvii. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
29. On the basis of the total income of the Company, the figures appearing in the financial statements have been rounded off to nearest lacs.
30. Figures for the previous year have been re-grouped / rearranged/ reclassified wherever considered necessary to confirm to current period's classification. The impact of such reclassification/ regrouping is not material to the financial statements.
As per our report of even date attached
For S A A R K AND CO For and on behalf of the Board of Directors of
Chartered Accountants Avro India Limited
FRN: 021758N
Sd/- Sd/- Sd/-
CA (Dr.) S. K. Lal Sushil Kumar Aggarwal Sahil Aggarwal
Partner Chairman & Whole Time Director Managing Director
M. No.: 509185 DIN: 00248707 DIN: 02515025
UDIN: 25509185BMOCXZ1627
Sd/- Sd/-
Ghanshyam Singh Sumit Bansal
Place: Ghaziabad Chief Financial Officer Company Secretary
Date: 27 May, 2025 PAN: CWCPS4843P PAN: CHKPB0878G
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