Note 16.3: Rights and restrictions attached to Equity shares:
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is entitled to one vote per equity share. 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. The shareholders are entitled to dividend declared on proportionate basis.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company in proportion to the number of equity shares held.
Note 16.5: There are no instances of:
(i) No shares allotted as fully paid up by way of bonus shares in the last five years.
(ii) No shares brought back during a period of five years immediately preceding the year end.
(iii) No shares allotted as fully paid up pursuant to NCLT approved amalgmation scheme without payment being received in cash during a period of five years immediately preceding the year end except 1,09,68,360 Equity Shares are alloted as fully paid up pursuant to amalgamation without payment being received in cash.
Note 16.6:
Initially the company has a issued share of 72,00,000 shares of Rs. 10/- each with the name originally registered with Companies Act, 1956 (Vinaditya Trading Company Limited) and the same has been listed on BSE. However a Company “”Flomic Freight Services Private Limited”” got amagamated with the company as per order passed by the Hon’ble NCLT under the scheme of amalagamtion. The scheme was approved by the Hon’ble NCLT by passing an order for the same dated 10 January, 2020. Under the scheme, transferee Company Vinaditya Trading Company Limited (VTCL) has issued 1,09,68,360 shares to transferor Company Flomic Freight Services Private Limited (FFSPL) for the purchase consideration. With effect from 10 January, 2020 transferee Company VTCL has applied for the listing of shares which was issued under the scheme of amalagmation to transferor Company FFSPL for listing of shares and the the shares were listed on 20 February, 2025.
Description of the nature and purpose of each reserve within equity is as follows:
(a) Capital reserve on Amalgamation
Created pursuant to business combination of Flomic Freight Services Pvt. Ltd. and ANR Investments Ltd. represents the excess of net assets taken over the cost of consideration paid is treated as capital reserve.
(b) Retained Earnings :
Retained earnings are the profits that the Company has earned till date and is net of amount transferred to other reserves such as general reserves, amount distributed as dividend and adjustments on account of transition to Ind AS.
(c) Accumulated other comprehensive income
Difference between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustment within the plans, are recognised in ‘Other Comprehensive income’ and subsequently not reclassified to the Statement of Profit and Loss.
Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprises Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the information received from them on requests made by the Company.
The Company’s pending litigations comprise of claims against the Company and proceedings pending with other authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements.
EMPLOYEES BENEFITS
As per Indian Accounting Standard 19 “Employee Benefits” the disclosures of employee benefits as defined are given below;
Defined benefits plan
The employee’s gratuity fund scheme managed by the Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on the actuarial valuation using the Projected Unit credit method, which recognizes each period of service as giving to rise additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The disclosures in respect of the defined Gratuity Plan are given below:
The sensitivity analysis above has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognized in the balance sheet has been applied.
(g) Principle Assumptions in determining gratuity defined obligation for the company are as follows:
With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
Balances of deposits, Loans and Advances, Trade payable, Other Payable and Trade Receivable are as per books of accounts and subject to Reconciliation and consequential adjustments, if any.
NOTE: 45
The Company is operating in logistics industry - Freight forwarding and Custom clearance of Export/Import/Local Consignments. Generally during the course of providing services, there are certain expenses like custom duty, stamp duty, liner charges etc. which are technically supposed to be paid by the clients but due to business expediency, the said expenses are paid by the company and the same gets reimbursed from the clients. The amount of these expenses during the year is Rs. 11,536.14 Lakhs which is reduced from the total amount of sale of services. However, no GST is being charged on these recoveries on the ground that these are covered under pure agent services.
Secured loans:Cash Credit, Demand Loan and Term Loan from ICICI Bank Ltd
The above facilities are secured on current assets and immovable fixed assets (as listed below), both present and
future;
1. Mortgage of commercial property situated at Unit No. 101, 102, 301,302 & 303, Span Landmark, Andheri Kurla Road, Andheri (East), Mumbai 400093. (Owned by directors of the Company)
2. Mortgage of commercial property at Office No. 02, 1st Floor, Rohan Towers, Dapodi, Pune. (Owned by directors of the Company)
3. Mortgage of commercial property at Unit No. 219 & 220 2nd Floor, Devnandan Mall, Ahmedabad. (Owned by directors of the Company)
4. Mortgage of residential property at S2, Door No. 3E-22-1871/10, Upper Basement, Classque Signature, Kadri Village Manglore. (Owned by directors of the Company)
5. Mortgage of commercial property at Office No.206, Laxmi Bhavan, Nehru Place, New Delhi. (Owned by directors of the Company)
6. Mortgage of land at Survey No. 75, Hissa No. B (Adm 0-80-0 H-R-P) and Hissa No. 1-B (Adm 0-40-0 H-R-P), Usarli, Khurd, Panvel. (Owned by directors of the Company)
7. Mortgage of commercial property at 402, 4th Floor, The Great Eastern Summit, Plot No. 66, Sector No. 15, Belapur BCHSL, Navi Mumbai - 400093. (Owned by directors of the Company)
8. Mortgage of commercial property situated at Gala No. A-14, Mittal Industrial Estate, Andheri (East), Mumbai-400 059. (Owned by directors of the Company)
9. Mortgage of Property at Flat No. B001, B002, Ground Floor, Yellawa Smruti, Andheri (East), Mumbai - 400093 owned by director of the Company. (Owned by directors of the Company)
10. Mortgage of commercial property at Office No. 8A, 8th Floor, Bab Towers, Cochin. (Owned by directors of the Company)
11. Mortgage of Plant and machinery as per the Financial Statement of the Company.
12. Stock, Books Debts and Fixed Deposit.
Working Capital Term Loan from Capsave Finance
The above facilities are partly secured and partly unsecured. The Company has given cash security deposit of Rs.
50,00,000/- along with the personal guarantee given by the directors of the Company.
NOTE: 47
1. The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.
2. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
3. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding 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 to or on behalf of the ultimate beneficiaries
4. The Company has not received any fund from any person(s) or entity(ies), 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.
5. The Company does not have any such 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 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
6. The Company is not declared willful defaulter by bank or financials institution or lender during the year.
7. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
8. The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) are held in the name of the Company.
10. The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
11. The Company does not have any transactions with companies which are struck off.
49 Financial Risk Management
The Company’s principal financial liabilities comprise loans and borrowings, advances and trade, other payables & lease liabilities. The purpose of these financial liabilities is to finance the Company’s operations and to provide support to its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company’s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised as below.
Liquidity risk
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.
The Company manages its liquidity risk by ensuring that it will have sufficient liquidity to meet its short term and long term liabilities as and when due. Anticipated future cash flows are expected to be sufficient to meet the liquidity requirements of the Company.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk includes foreign currency receivables and payables.
The Company is not significantly exposed to the Market Risk i.e. interest rate risk, currency risk and any other risks.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk primarily from borrowings. The Company monitors the changes in interest rates and actively regarding finances its debt obligations and/or reevaluate the investment position to achieve an optimal interest rate exposure.
The Company is not exposed to any significant interest rate risk.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash and cash equivalents, deposits with banks and other financial instruments.
Credit risk is managed by the Company through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.
Trade and other receivables
The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risks on an ongoing basis throughout each reporting period.
Financial risk factors Capital risk management
The Company’s objectives when managing capital are to :
(a) safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
(b) maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may issue new shares, adjust the amount of dividends paid to shareholders etc. The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
51 Segment Reporting:(IND AS 108)
The Company’s business activity primarily falls within a single business segment i.e. “Freight forwarding and Custom House Agent”. The Chief Operating Decision Maker assesses performance and allocates resources for the business of the Company as a whole and hence the management considers Company’s business activities as a single operating segment.
52 Financial instruments (Fair value Measurement)
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
53 Leases
Effective April 1,2019, the Company has adopted Ind AS 116 "Leases" using modified retrospective approach. The Company’s lease asset classes primarily consist of leases for buildings and vehicles. These leases were classified as “Operating Leases” under Ind AS 17. On transition to Ind AS 116 “Leases", for these leases, lease liabilities were measured at the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate as at April 01,2019. Right to Use if measured either at an amount equal to the lease liability adjusted by the amount of any prepaid or accrued lease payments.
The weighted average lessee’s incremental borrowing rate applied to the lease liabilities is 10% p.a. (Previous year 10% p.a.)
Lessor
The Company’s accounting policy under Ind AS 116 has not changed from the comparative period. As a lessor the Company classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it does not.
55 The previous year’s figures have been re-grouped / re-classified wherever required to conform to current year’s classification.
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