Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity share is entitled to receive dividend as declared time to time and is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.
The Company has completed its initial public offer (IPO) of 9,60,000 Equity shares of face value of Rs 10 each at an issue price of Rs 100/- per share amounting to Rs 960/- Lakhs The equity shares of the company were listed on BSE SME Platform of Bombay Stock Exchange (India Limited ("BSE SME”) on 30th January 2024.
* The Company has provided services to WEBEL Ltd., Vidyasagar University and Sanskriti Composites Private Limited totalling Rs.290.00 Lakhs . This amount constitutes of the total services agreed upon. Although the billing process for this service is yet to be completed, the revenue recognition should not be delayed.
To align with GAAP principles and accurately reflect our financial performance, we intend to recognize the revenue earned from the services rendered to WEBEL Ltd., Vidyasagar University and Sanskriti Composites Private Limited. Even though invoicing is scheduled for Financial Year 2025-26, it's essential to recognize the revenue in the period in which it was earned, adhering to the principle of revenue recognition.
By recording this unbilled revenue, we ensure transparency and accuracy in our financial reporting. This practice not only complies with regulatory standards but also provides stakeholders with a clear understanding of the company's financial health and performance.
Income Tax Demand
The company has an Income Tax Demand of Rs. 1031.07 lakhs having demand reference number 2021201737005359281C dated 31-Mar-2022. The company has filed a writ petition against the demand whose outcome is yet to come.
Non-Filing of Satisfaction of Charge
The Company has identified an instance where a charge, previously registered with the Registrar of Companies (ROC), has been fully satisfied. The charge in question was associated with WEST BENGAL FINANCIAL CORPORATION created as on 17.12.2003, and the outstanding amount was fully settled in accordance with the terms of the agreement. While the loan or obligation underlying the charge has been repaid, and the charge has been effectively satisfied, there remains a noncompliance issue regarding the filing of the satisfaction of the charge with the ROC. Despite the completion of all relevant obligations, the necessary documentation to officially register the satisfaction with the ROC has not been filed within the prescribed timeline. However, the non-filing with the ROC may result in regulatory implications and potential penalties. It has been indicated that the potential penalty for non-compliance could amount to Rs. 25.50 Lakhs. Although the charge has been satisfied, and there is no financial liability associated with it, the non-filing with the ROC may impact the Company's regulatory standing. Therefore, the Company is diligently working towards rectifying this situation and ensuring proper adherence to legal and regulatory obligations. This note is intended to provide transparency regarding the non-filing of the satisfaction of the charge with the ROC, despite the underlying obligation being fully discharged. Shareholders and other stakeholders are encouraged to consider this information in conjunction with the financial statements.
30 Disclosure pursuant to Accounting Standard - 15 'Employee Benefits' as notified u/s 133 of the Companies Act, 2013
30.1 Defined Benefit Plan:
The following are the types of defined benefit plans: a Gratuity Plan
15 days salary for every completed year of service. Vesting period is 5 years and payment is restricted to Rs. 20 lacs. The present value of defined obligation and related current cost are measured using the Projected Credit Method with actuarial valuation being carried out at each balance sheet date.
b Risk Exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Interest Rates Risk
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase. Thus the plan exposes the Company to the risk of fall in interest rates. Some times, the fall can be permanent, due to a paradigm shift in interest rate scenarios because of economic or fiscal reasons. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements). Even for funded schemes, a paradigm downward shift in bond yields may affect the reinvestment yields and may increase ultimate costs.
Salary Inflation Risk
The present value of the defined benefit plan is calculated with the assumption of salary escalation rate(SER), which is applied to find the salary of plan participants in future, at the time of separation Higher than expected increases in salary will increase the defined benefit obligation and will have an exponential effect.
Demographic Risk
Demographic assumptions are required to assess the timing and probability of a payment taking place. This is the risk of volatility of results due to unexpected nature of decrements that include mortality, attrition, disability and retirement. The effects of this decrement on the DBO depend upon the combination salary increase, discount rate, and vesting criteria and therefore not very straight forward. It is important not to overstate withdrawal rate because the cost of retirement benefit of a short serving employees will be less compared to long service employees.
Actuarial Risk
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience:
Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.
Variability in mortality rates:
If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
Variability in withdrawal rates:
If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.
Liquidity Risk
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.
Asset Liability Mismatch
This will come into play unless the funds are invested with a term of the assets replicating the term of the liability Investment Risk:
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
Market Risk:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in
discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative Risk/Regulatory Risk:
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation. The new labour code is a case in point. And the same will have to be recognized immediately in the year when any such amendment is effective.
g Sensitivity Analysis
The sensitivity analyses below have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
While one of the parameters mentioned above is changed by 100 basis points, Other parameters are kept unchanged for evaluating the DBO While there is no change in the method used for sensitivity analysis from previous period, the change in assumptions now considered are with reference to the current assumptions
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
31 Certain trade receivables ,loans & advances and creditors are subject to confirmation. In the opinion of the management,
the value of trade receivables and loans & advances on realisation in the ordinary course of business, will not be less than the value at which these are stated in the balance sheet.
33 Disclosure on Corporate Social Responsibility Expense.
Provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the company.
34 Contingencies and Events occurring after the Balance Sheet Date
There were no events which occurred after the Balance Sheet date up to the date of approval of financial statements which required any adjustments/disclosure in the financial statements as per AS-4.
35 Foreign currency transactions
The company has not made any foreign currency during the period under consideration.
36 Segment Information
The company operates in a single reportable primary segment (Business segment) i.e. Development of Information Technology.
No other operating segments have been aggregated to form the above reportable operating segments as per the criteria specified in the AS-17.
Business Segment wise / Geographical Segment wise revenue/results/assets/liabilities
Since there is Single Reportable Operating Segment hence disclosure of Operating Segment wise Assets, Liabilities, Revenue and Results are not applicable.
In the opinion of the Board of Directors and to the best of their knowledge and belief, the valuation on realisation of financial assets and other assets in the ordinary course of business would not be less than the amount at which they are stated in the financial statements.
Note - 41
The Company was originally incorporated on May 28, 2001 as a Private Limited Company as "Euphoria Infotech (India) Private Limited” vide Registration No. 093236 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Kolkata, West Bengal. Subsequently, pursuant to a special resolution passed by the Shareholders at their Extraordinary General Meeting held on January 18, 2023, the Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of the Company was changed to 'Euphoria Infotech (India) Limited' and a Fresh Certificate of Incorporation consequent to Conversion was issued on May 22, 2023 by the Registrar of Companies, Kolkata, West Bengal.
Note - 42
Other Statutory Information
i) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
ii) The company do not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami Property.
iii) The company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
iv) The company do not have any charges or satisfaction which is yet to be registered with Registrarof Companies beyond the statutory period except mentioned in note 29.
v) The company has not traded or invested in Crypto currency or Virtual currency during the financial year.
vi) The Company has not advanced or loaned or invested any fund to any person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries,
vii) The Company has not received any fund from any person(s) or entity(is), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries); or
b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
viii) The Company do not have any such transactions 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.
ix) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India during the year.
Note - 43
Previous year's figures have been regrouped and/or re-arranged wherever necessary, to conform the current year classification.
|