Forfieture of partly paid-up equity shares
Total 8,83,100 partly paid-up equity shares of the Company has been forfieted on February 27, 1999 amounting to ^ 44,15,500/- which now forms part of the capital reserve.
Note 15.2: Terms/rights attached to equity shares
"The Company has only one class of shares referred to as equity shares with voting rights having a par value of 2 per share. Each holder of equity shares is entitled to vote one per share. The Company declares and pays dividend in Indian Lakhs . The final dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
As per the Companies Act 2013, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in the event of liquidation of the Company. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Board of Directors, at their meetings held on May 25, 2026 have recommended a payment of final dividend of ^ 0.20 (Paise 20 only) per equity share of the face value of ^ 2 each for the financial year ended 31st March, 2026, subject to approval of the shareholders at the ensuing Annual General Meeting (^ 0.40 per equity share of the face value of ^ 2 each was paid as final dividend for the previous year) (Refer to Note No. 34).
Buy-back of equity shares completed in June 2020
The Board in its meeting held on February 14, 2020 recommended Buyback of Equity Shares by the Company of up to 1,24,00,000 fully paid-up equity shares of ^ 2/- each of the Company representing up to 24.86% of the total issued and paid-up Equity Share capital of the Company at a price of ^ 17/- per Equity Share ("Buyback Price") payable in cash for an aggregate amount of up to ^ 2108 Lakhs (Rupees Two Thousand One Hundred and Eight Lakhs only) ("Buyback Size"), which is up to 20.16 % of the aggregate of the fully paid- up equity share capital and free reserves through tender offer route, subject to approval of shareholders through postal ballot.
The shareholders approved the proposal of buyback of equity shares recommended by its Board of Directors in its meeting
held on February 14, 2020 through the postal ballot that concluded on March 27, 2020.
The buyback was offered to all of the shareholders who hold Equity Shares as of the record date on a proportionate basis through the "tender offer" route. The buyback of equity shares through the tender offer route was commenced on June 01, 2020 and concluded on June 12, 2020. During the buyback period, the company had bought back and extinguished a total of 95,76,775 equity shares at a buyback price of ^ 17 per equity share comprising 19.20% of the pre-buyback paid-up equity share capital of the Company. The buyback resulted in a cash outflow of ^ 1628.05 Lakhs (excluding transaction costs). The Company funded the buyback from its free reserve.
In accordance with Section 69 of the Companies Act, 2013, as at March 31, 2021 the Company had created a Capital Redemption Reserve of ^ 191.54 Lakhs equal to the nominal value of above shares bought back as an appropriation from general reserve.
The Company’s objective when managing capital is to safeguard its ability as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, issue new shares or buyback issued shares. As at March 31, 2026, the Company has only one class of equity shares and has no debt.
Description of nature and purpose of each reserve
Capital Redemption Reserve: In accordance with Section 69 of the Companies Act, 2013, the Company creates capital redemption reserve equal to the nominal value of the shares bought back as an appropriation from reserve.
Capital Reserve: Capital reserve of ^ 44,15,500/- was created on forfieture of 8,83,100 Equity shares of the Company on 27th February, 1999.
Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company.
Fair Value of Equity instruments through other comprehensive income: This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.
Note 33: Financial Instruments Fair value hierarchy
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 (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
The following table presents fair value hierarchy of assets measured at fair value on a recurring basis as of 31st March 2026 and 31st March, 2025
Proposed Dividend
Dividend declared by the Company are based on the profits available for distribution. The Board of Directors in their meeting held on May 25, 2026 recommended a final dividend of 20 Paise per equity share of face value of ^ 2 each, for the financial year ended March 31, 2026. This payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The final dividend if approved by the shareholders would result in the net cash outflow of ^ 80.60 Lakhs.
Note 36: Additional Regulatory Information
a) The Company does not have any benami property held in its name. 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.
b) The fair value of investment property (as measured for disclosure purposes in the financial statements) is based on the valuation by registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017
(Refer Note 1.8(c));
c) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets);
d) The Company has not revalued its intangible assets;
e) The Company has borrowings from banks in the form of overdraft account against fixed deposits, for which no quarterly returns or statements of current assets or summary of reconciliation are required to be filed by the Company with banks;
f) The Company has not been declared willful defaulter by any bank or financial institution or other lender or Government or any government authority;
g) The company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956;
h) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period;
i) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017;
j) There are no Scheme of Arrangements initiated by the Company or has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013;
k) The Company has not advanced or loaned or invested funds that were either borrowed funds or share- premium.
l) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such as search or survey), that has not been recorded in the books of account.
m) The Company has not traded or invested in crypto currency or virtual currency during the year.
n) Ratios: As per Schedule III of the Companies Act, 2013 following are the ratios:
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