i. Provisions and Contingent liabilities
Provisions are recognized when there is a present obligation 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 there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. These are reviewed at each year end date and adjusted to reflect the best current estimate.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, 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 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.
j. Employee Benefits
Short term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. These benefit includes performance incentive, salaries and wages, bonus and leave travel allowance and other welfare and terminal benefits (incl. ex gratia payments).
post-employment benefits Defined contribution plans
Contributions to defined contribution schemes such as employees' state insurance, Employees’ Provident Fund, Labour welfare fund, etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company's provident fund contribution, in respect of certain employees, is made to a government administered fund and charged as an expense to the Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.
Defined benefit plans
The Company's liability towards defined benefit retirement/postretirement benefits in the form of gratuity and compensated absences (in respect of certain employees) are calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees' services as per the Actuary Valuation.
k. Income taxes
Tax expense for the year comprises current tax and deferred tax. Current tax is measured at the amount expected to be paid to (recovered from) the taxation authorities using the applicable tax rates and tax laws. Deferred tax is recognized for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. The carrying amount of deferred tax assets is reviewed at each Balance Sheet date for any write down, as considered appropriate. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.
l. Segment reporting
The company is not in operation during the financial year, therefore, no reporting on segment has been made.
m. Cash and cash equivalents
Cash and cash equivalent consists cash in hand and Balances in banks which are unrestricted for withdrawal and usage. The company considers all highly liquid financial instruments, which are readily convertible into known amount of cash that are subject to an insignificant risk of change in value and having maturities of three months or less from the date of purchase, to be cash equivalents.
n. Earnings per share
Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.
0. Use of estimates
The preparation of the financial statements in conformity with the generally accepted accounting principles requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.
P. Financial Instruments
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets and financial liabilities are offset against each other and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
1. Financial Assets
Financial assets are divided into the following categories:
a. financial assets carried at Amortised cost.
b. financial assets at fair value through Other comprehensive income.
c. financial assets at fair value through profit and loss.
Financial assets are assigned to the different categories by management on initial recognition, depending on the nature and purpose of the financial assets. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.
Financial Assets like Investments in Subsidiaries are measured at Cost as allowed by Ind-AS 27 -Separate Financial Statements and hence are not fair valued.
ii. Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These are non-derivative financial assets that are not quoted in an active market. Loans and receivables (including trade and other receivables, bank and cash balances) are measured subsequent to initial recognition at amortized cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognized in the Statement of profit and loss.
In accordance with Ind AS 109: Financial Instruments, the Company recognizes impairment loss allowance on trade receivables and content advances based on historically observed default rates. Impairment loss allowance recognized during the financial year is charged to Statement of profit and loss.
iii. Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income are non-derivative financial assets held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses in the statement of profit and loss.
iv. Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss. It includes non¬ derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. Gains and losses arising from investments classified under this category is recognized in the Statement of profit and loss when they are sold or when the investment is impaired.
v. Impairment of Financial Assets
In the case of impairment, any loss previously recognized in other comprehensive income is transferred to the Statement of profit and loss. Impairment losses recognized in the Statement of profit and loss on equity instruments are not reversed through the Statement of profit and loss.
Impairment losses recognized previously on debt securities are reversed through the Statement of profit and loss when the increase can be related objectively to an event occurring after the impairment loss was recognized in the Statement of profit and loss.
When the Company considers that fair value of financial assets can be reliably measured, the fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Company applies its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance sheet date.
Equity instruments measured at fair value through profit or loss that do not have a quoted price in an active market and whose fair value cannot be reliably measured are measured at costless impairment at the end of each reporting period.
An assessment for impairment is undertaken at least at each balance sheet date.
vi. Derecognition of Financial Assets
A financial asset is derecognized only where the contractual rights to the cash flows from the asset expire or the financial asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Company retains the contractual rights to receive the cash flows of the asset but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Company transfers substantially all the risks and rewards of ownership of the asset, or if the Company neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.
vii. Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company is recognised at the proceeds received, net of direct issue costs.
viii. Financial Liabilities
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition they are classified as financial liabilities at fair value through profit or loss.
ix. Subsequent measurement
Financial liabilities are subsequently measured at amortized cost using the EIR method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognized in the Statement of Profit and Loss.
x. Derecognition of Financial Liability
A financial liability is derecognized only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires. Changes in liabilities’ fair value that are reported in profit or loss are included in the Statement of profit and loss within finance costs or finance income.
(e) As per the resolution plan approved by the Hon'ble National Company Law Tribunal, Allahabad Bench, The company has issued 525000 shares to all the existing shareholders proportionately other than promoters. Apart from it, The company has not issued any share pursuants to any contract(s), without payment being received in cash, or as bonus share. As well as company didn't made any buy back in the period of five years immediately preceding the balance sheet date.
31 Corporate Insolvency Resolution Process and its effect on financial statements
An Application under section 7 of the Insolvency & Bankruptcy Code, 2016 against the Company was filed by Bank of India. However, later via an Assignment Agreement registered on 18.5.2022, M/s Asrec (India) Limited substituted Bank of India and became the Financial Creditor.
On 31st March 2023, Hon'ble National Company Law Tribunal (NCLT), Allahabad Bench, had admitted the petition for initiating Corporate lnsolvency Resolution Process (CIRP) under the lnsolvency and Bankruptcy Code, 2016 (IBC) vide its, Order dated 31st March 2023 and appointed Mr. Saurabh Chawla as the lnterim Resolution Processional (lRP) in terms of IBC. The Resolution Plans submitted by M/s Palika Towns LLP ("Successful Resolution Applicant) was approved with 100% of voting shares in the 13th meeting of CoC held on 06.10.2023 (concluded on 20.10.2023) and accordingly Hon'ble NCLT, Allahabad Bench approved the Resolution Plan vide order dated 17.04.2024. The current management has taken control over the company and engaged in the process of reviving the company's business as per the approved Resolution Plan.
Following consequential impacts have been given in accordance with approved resolution plan / Accounting Standards:
i) Consequent to the CIRP process under lnsolvency and Bankruptcy Code ,2016, The Resolution Professional (RP) has received various Claims from financial creditors, operational creditors, employees, and other creditors. The overall obligations and liabilities including interest on loans accrued for different financial years and the principal amount of loans was determined during the CIRP period and which was approved by Hon'ble NCLT, Allahabad Bench in this financial year.
ii) All amount due under the resolution plan has been fully collected and paid in accordance with the terms and conditions of the said resolution plan. There is no amount outstanding as of the reporting date in relation to the resolution plan.
iii) The reconstituted Board of Directors have been in office since 17th May 2024.
iv) The Existing Paid up share capital (net of calls in arrear) of the company (Face value of INR 1 each) has been reduced / cancelled of INR 39,35,535.77 Hundreds and equity share capital (Face value of INR 10 each) amounting to INR 52500 Hundreds has been issued proportinately to all the existing shareholders other than promoters as per the resolution plan and a Fresh equity share capital has been issued to new promoters amounting to INR 997500 Hundreds. The adjustments for the same has been done through debit balance as appearing in the Profit & Loss account / Retained earnings in accordance with the resolution plan as approved by the Hon'ble NCLT.
v) The difference between claims received and admitted by RP and the amounts already reflected in the books of accounts have been taken into consideration in the books of account and in the current financial statements. The accounting treatment for different items have been provided for as follows:
a. In respect of derecognition of operational and financial creditors (except financial creditor given below vide note v(b)), difference amount of INR 10,64,078.82 Hundreds between the carrying amount of liability extinguised and consideration paid, has been recognized in statement of profit & loss account in accordance with INDAS-109 on Financial Instruments and has been disclosed as an Exceptional Items.
b. The unrecognized finance cost (only paid amount) of financial creditor amounting to INR 33,59,018.39 Hundreds which has been paid as part of resolution plan has been recoginzed in statement of Profit & Loss account and has been disclosed as an Exceptional items.
c. In respect of derecognition of Assets e.g. Balances with authorities, Inventories, advances, deposits, etc amount of INR 3,06,833.21 Hundreds has been recognized in statement of profit & loss account and has been disclosed as an Exceptional Items.
vi) Building and Plant & Machineries appearing in the Property, Plant & Equipments has been impaired and valued on FMV.
vii) The NOIDA Authority has been paid water charges amounting to INR 36169.33 Hundreds. The said charges has been paid for the current and prior years. Hence, the company has accounted for the said charges as exceptional Items.
34 Segment reporting
The company is not in operation during the financial year, therefore, no reporting on segment has been made.
35 D e f e r re d Ta x Assets ( Net)
The accounting standard 22, viz accounting for taxes on income issued by the Institute of Chartered Accountants of India, has become applicable to the company. The Company has unabsorbed depreciation and unabsorbed loss which is to be carried forward as per the provisions of the Income Tax Act, 1961. In the opinion of management there is no certainty that sufficient future taxable income will be available against which deferred tax asset can be realized, accordingly no deferred tax asset has been recognized.
36 Financial Risk Management
The Company has a Risk Management Policy which covers risk associated with the financial assets and liabilities. The different types of risk impacting the fair value of financial instruments are as below:
a) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument, leading to a financial loss. As at the reporting date, the Company's exposure to credit risk is limited and primarily comprises the cash and bank balances, and other financial instruments.
The Company maintains its cash and deposits with scheduled commercial banks having high credit ratings. The Company considers the credit risk on bank balances as low due to the creditworthiness of the banks.
The Other financial assets includes a customer which is not recurring counterparty. The outstanding pertains to a one-time sale during the year. As per management assessment, there are no indications of default as on the reporting date. The Company does not expect any credit loss on this receivable and hence considers credit risk to be minimal and hence, No Expected Credit Loss (ECL) provision is considered necessary.
b) Liquidity Risk:
Liquidity risk refers to the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company's liquidity risk arises primarily from significant borrowings. However, there are no immediate repayment obligations from the Lender. Promoter support ensures that the Company has adequate liquidity to meet its operational needs. Accordingly, no material liquidity stress is anticipated in the near term.
c) Market Risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The company is exposed to interest rate risk on its borrowings. Any increase in market interest rates may impact finance costs. There is no significant exposure to foreign exchange or other price risks.
The Company monitors interest rate trends periodically. At present, interest burden is being serviced or supported by the promoters, which significantly mitigates the impact of interest rate volatility.
37 Capital Management
The Company's objective in managing capital is to maintain its ability to continue as a going concern and support business revival as per the
42 Previous year figures have been regrouped wherever necessary, to correspond to current year figures.
43 There is no expenditure and income in foreign exchange during the year.
44 Under the MSMED Act which came into force from 2nd October 2006, certain disclosers are required to be made relating to Micro, Small and medium Enterprises. There are no dues payable to Micro and Small enterprises as at the Balance sheet date so the required disclosure is NIL.
45 Additional Informations as per Schedule III:
(i) There are no borrowed funds from banks or financial Institutions on the basis of security of current assets.
(ii) The company is not declared as wilful defaulter by any bank or finaicial institution or other lender.
(iii) The company has no transactions with the struck off companies under section 248 of the companies Act,2013 or section 560 of Companies Act,1956.
(iv) The company has complied with number of layers requirement as prescribed under clause 87 of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
(v) There is no scheme of arrangement which has been approved by the competent authority in terms of section 230-237 of the companies Act, 2013.
(vi) The company has not advanced or loaned or invested funds to any other person or entity with the understanding that the intermediary shall directly or indirectly lend or invest in other persons or entities in any manner.
(vii) The Company Neither have any Crypto currency at the end of the year nor the company has traded into crypto currency during the year.
(viii) The Company has no transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in tax assessments under the income tax act,1961.
(ix) The provisions of Section 135 of the Companies Act,2013 are not applicable and hence no expense on account of CSR was incurred during the reporting period.
As per our report of even date For and on behalf of the board of directors
For M.B.Gupta & Co Chartered Accountants FRN: 006928N
Sd/- Sd/- Sd/-
CA Mahesh Baboo Gupta Manoj Agarwal Pragya Agarwal
Partner Director Director
M.N. 085469 DIN: 00093633 DIN: 00093526
Date: 29.05.2025 UDIN: 25085469BMIBTJ6756
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Payas Agarwal Komal Agarwal
CFO Company Secretary
PAN: BXEPA3112K M.N. A73759
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