Provisions
Provisions are recognised when, as a result of a past event, the Company has a legal or constructive obligation; it is
probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably
estimated. The amount so recognised is a best estimate of the consideration required to settle the obligation at
the reporting date, taking into account the risks and uncertainties surrounding the obligation. In an event when
the time value of money is material, the provision is carried at the present value of the cash flows estimated to
settle the obligation.
Contingent Liability
Liabilities which are contingent in nature are not provided for in the accounts and the same are separately
disclosed by way of notes to accounts.
Earnings per Share
Earnings per share are calculated by dividing the Net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of
calculating diluted earnings per share, the net profit or loss for the period attributable to the equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
Company as a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are
classified as operating leases. Where the Company is a lessor under an operating lease, the asset is capitalised
within property, plant and equipment or investment property and depreciated over its useful economic life.
Payments received under operating leases are recognised in the Statement of Profit and Loss on a straight-line
basis over the term of the lease.
Claims
Claims against the Company not acknowledged as debts are disclosed after a careful evaluation of the facts and
legal aspects of the matter involved.
Operating Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Chief Financial Officer.
Segments are organised based on businesses which have similar economic characteristics as well as exhibit
similarities in nature of products and services offered, the nature of production processes, the type and class of
customer and distribution methods.
Segment revenue arising from third party customers is reported on the same basis as revenue in the financial
statements. Inter-segment revenue is reported on the basis of transactions which are primarily market led.
Segment results represent profits before finance charges, unallocated corporate expenses and taxes.
"Unallocated Corporate Expenses" include revenue and expenses that relate to initiatives/costs attributable to the
enterprise as a whole.
Prior Period Adjustments
Adjustment of identifiable items of income and expenditure pertaining to prior period if any are accounted for as
prior periods adjustments.
3. Use of estimates and judgements
1. The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date of the financial statements and the
results of operations during the reporting period end.
Key sources of estimation uncertainty
1. Useful lives of property, plant and equipment and intangible assets:
As described in the material accounting policies, the Company reviews the estimated useful lives of
property, plant and equipment and intangible assets at the end of each reporting period.
2. Fair value measurements and valuation processes:
Some of the Company's assets and liabilities are measured at fair value for financial reporting purposes. In
estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent
it is available.
3. Actuarial Valuation:
The determination of Company's liability towards defined benefit obligation to employees is made through
independent actuarial valuation including determination of amounts to be recognised in the Statement of
Profit and Loss and in other comprehensive income.
4. Claims, Provisions and Contingent Liabilities:
The Company has ongoing litigations with various regulatory authorities and third parties. Where an
outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be
made based on management's assessment of specific circumstances of each dispute and relevant external
advice, management provides for its best estimate of the liability. Such accruals are by nature complex and
can take number of years to resolve and can involve estimation uncertainty. Information about such
litigations is provided in notes to the financial statement.
30. In the opinion of the Board the current assets, loans and advances are not less than the stated value if
realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no
contingent liabilities except stated in Note No.- 43
31. Issuance of Convertible Warrants
Pursuant to the approval of the Board of Directors ("BOD") in their meeting on 02.08.2024, the subsequent
approval by Members at the Annual General Meeting on 30.08.2024, and receipt of in-principle approvals
from BSE Limited (vide Letter No. LOD/PREF/AM/FIP/952/2024-25) dated 19.09.2024 and CSE Limited
(vide Letter No. CSE/LD/16389/2024) dated 20.09.2024, the BOD, in its meeting held on 03.10.2024,
allotted 25,75,000 (Twenty-Five Lakhs Seventy-Five Thousand) warrants convertible into equivalent equity
shares of the Company. This issuance is in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.
Pursuant to the approval of the Board of Directors ("BOD") at their meetings held on 23rd October, 2024,
6th November, 2024, 6th December, 2024, 23rd December, 2024 and 21st March 2025 and upon receipt
of balance amount i.e., 75% of the issue price at which the Warrants were issued by the Company (on
03.10.2024) the Board has issued 20,50,000, 3,50,000, 2,00,000, 1,25,000 and 2,00,000 equity shares to
the allottees, respectively. This issuance is in accordance with the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequent to above conversion and allotment of equity shares, the paid-up capital of the Company has
raised from Rs. 11,94,40,000/- (1,19,44,000 equity shares having face value of Rs. 10 each) to Rs.
14,51,90,000/- (1,45,19,000 equity shares having face value of Rs. 10 each) in a phased manner on the
dates mentioned above.
32. Optionally Convertible Debentures
As per the Agreement dated 15.09.2023, for Optionally Convertible Debentures entered into among M/s
Creando Associates Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the
Investor has committed to invest a total amount of ^14.04 crores. Against this commitment, the Investor
has, to date, invested ^4.90 crores, which includes an amount of ^3.40 crores invested during the financial
year 2024-25 towards the subscription of Optionally Convertible Debentures (OCDs) at a price of
^1,00,000 per OCD.
33. Optionally Convertible Preference Shares
As per the Share Subscription and Shareholders' Agreement dated 15.02.2025, entered into among Dunkel
Braun Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the Investor has made an
investment of ^20,00,00,000 (Rupees Twenty Crores only) towards the subscription of Optionally
Convertible Preference Shares (OCPS) of Dunkel Braun Private Limited, at a price of ^10 per OCPS.
34. The Company has transferred a parcel of land admeasuring 49 decimals as it is where it is to Primarc
Infrastructure LLP for a consideration of ^12.46 lakhs at cost price, whereas the stamp duty valuation of
the said land at the time of transfer was ^730.48 lakhs. The said land has been under encroachment by
unauthorised elements rendering it commercial unusable and not yielding any economic benefit to the
company for considerable period. The transaction was duly approved by the board of directors and
executed in compliance with applicable legal procedures. The company has de recognised the land from its
fixed assets and recognised the corresponding sale during the year.
9. Post-Employment Benefits
In accordance with the Payment of Gratuity Act, 1972 of India, the Company provides for gratuity, a
defined retirement benefit plan (the 'Gratuity Plan') covering eligible employees. Liabilities with regard to
such Gratuity Plan are determined by actuarial valuation and are charged to revenue in the period
determined.
The following tables sets out the status of the benefit plan as per actuarial valuation as on March 31, 2025
and as recognised in the financial statements in respect of employee benefit schemes:
Note: - (i) Previous year figures have been given in brackets.
(ii) As the liability of gratuity and compensated absence are provided on actuarial basis for the
company as a whole, the amount pertaining to the directors are not ascertainable and therefore
not included in the above
(iii) Related party relationships are identified by the company on the basis of available information.
41. A Civil suit was filed since 1999 by one of the creditors against the company for recovery of Rs. 200 lakhs
along with interest before the Hon'ble High Court, Kolkata. The Hon'ble High Court at Calcutta vide its
order dated 19.12.2022 has dismissed the said Suit for default of non-appearance. The Company had
recognised the financial Impact of the same by derecognizing the liability and crediting the profit & loss a/c
under the head exceptional items in 3rd qtr of 2023-24.
^^42. In 2015 a group of minority shareholders had filed a suit against the company in the court of Learned
Fourth Civil Judge (Junior Division) at Sealdah, West Bengal challenging the Postal Ballot notice issued on
November 14, 2014 for e-voting thereon to obtain post facto approval of shareholders under Sections
180(1)(a) and 188(1)(b) by way of Postal Ballot for Deeds of Conveyance in respect of the portion of said
Land executed in favour of its two Wholly owned subsidiaries and one nominee. The Hon'ble 4th Civil
Judge by its order dated 5th January 2015 granted an ex-parte ad interim relief to the complainants and
restrained the company and others from giving effect to the resolutions dated 14th November 2014. The
company filed its reply to the Title Suit 4 of 2015 and prayed for vacation of the ad interim relief. The said
ad interim relief has been vacated by the order of the 2nd Civil Judge (Junior Division), at Barrackpur, west
Bengal dated 16th March 2023 where mater was transferred.
The same group of Complainant filed yet another Title Suit no. 1048 of 2015 before the Ld. Civil Judge (Snr
Division) 1st Court at Barasat, seeking the following further reliefs:
(a) Decree for Declaration that the alleged registered deed of conveyances dated 24th September 2014 is
null, void and non est, etc.
(b) Decree for Declaration that no right, title or interest in the suit property has been transferred in favour
of NTCIL Real Estate Private Limited (WOS of the company).
(c) Decree for Perpetual injunction restraining the company and others from giving any further effect to
the deed of conveyance dated 24th September 2014.
(d) Decree for Perpetual injunction restraining NTCIL Real Estate Private Limited from transferring,
alienating, encumbering and/or parting with possession of the suit property.
(e) Perpetual injunction restraining the company and others from given any effect / further effect to the
resolution no. 1 contained in Notice dated 14th November 2014.
The Learned Civil Judge (Sr. Division) 1st Court, Barasat by its ex-parte order dated 21st August 2015 the
company and NCTIL Real Estate Private Limited to maintain status quo in respect of suit property. The
Company has filed its reply to the said TS no. 1048 of 2015.
Since the conveyance of said Land was done in compliance of High Court order dated April 19, 2006,
company reasonably beliefs that there is no violation of statute and the matter is at present sub-judice in
the court.
43. Contingent liabilities & Guarantee given:
Claims against the Company not acknowledged as debts ^ 3267.63 lakhs including interest on claims.
These comprise:
• In the Year 2018-19, in the matter of SCN no C. No. V-SEIZURE (15) 90CE/CAL/-II/ADJN/97/131-143
Dated 21.04.1997 an assessment order-in-original no. 55/COMMR/CGST &CX KOL/NORTH/2018-
19 dated 15.03.2019 was passed by the Commissioner of CGST & CX partially confirming the duty
47. Fair Values of Financial Assets and Financial Liabilities
The fair value of the financial assets and liabilities is 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. The Company except other investment, which has been measured at fair Value through other
comprehensive income, has disclosed financial instruments such as loans, trade receivables, cash and
cash equivalents, other bank balances, trade payables, other financial assets and liabilities at carrying
value because their carrying amounts are a reasonable approximation of the fair values due to their
short-term nature.
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 counter party. Based on this
evaluation, allowances are taken to the account for the expected losses of these receivables.
48. Fair Value Hierarchy:
This section explains the judgements and estimates made in determining the fair values of the financial ^
instruments that are measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the
Company has classified its financial instruments into the three levels prescribed under the accounting
standard.
The following is the hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
• Level 1 - The fair value of financial instruments traded in active markets (such as publicly traded
derivatives and equity securities) is based on quoted market prices at the end of the reporting
period. These instruments are included in level 1.
• Level 2 - The fair value of financial instruments that are not traded in an active market (for
example, traded bonds, over-the counter derivatives) is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
• Level 3 - If one or more of the significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for other investments, loans receivables and lease
receivables included in level 3.
Valuation Processes
The finance department of the Company includes a team that performs the valuations of financial assets
and liabilities required for financial reporting purposes, including level 3 fair values. This team reports
directly to the chief financial officer (CFO) including board of directors. Discussions of valuation processes
and results are held between the CFO and the valuation team every month. The Company takes the help
of independent valuers for valuation purposes.
Fair Valuation Technique
The carrying amounts of trade receivables, trade payables, creditors towards capital goods, cash and cash
equivalents, other investment and other bank balances are considered to be the same as their fair values,
due to their short-term nature.
The fair values financial assets and liabilities consisting of loans receivable, lease receivable, lease liabilities,
security deposits receivable and security deposit payable were calculated based on cash flows discounted
using estimated borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to
the inclusion of unobservable inputs including counterparty credit risk.
The Company's principal financial liabilities comprises of borrowings, lease liabilities, deposits from
dealers, trade and other payables. The main purpose of these financial liabilities is to finance the
Company operations. Further, the Company has financial risk / exposure of financial guarantees given to
Revenue towards security against pending GST matter, however, considering that there is no expected
credit losses, there is no financial liability as at the year end on this account. The Company's principal
financial assets include investments, loans, trade and other receivables, cash and cash equivalents and
other bank balances that are derived directly from its operations.
The Company's financial risk management is an integral part of how to plan and execute its business
strategies. The Company is exposed to market risk, credit risk and liquidity risk.
The Company's senior management oversees the management of these risks. The senior professionals
working to manage the financial risks and the appropriate financial risk governance framework for the
Company are accountable to the Board of Directors and Audit Committee. This process provides
assurance to Company's senior management that the Company's financial risk-taking activities are
governed by appropriate policies and procedures and that financial risk are identified, measured and
managed in accordance with Company policies and Company risk objective.
The management reviews and agrees policies for managing each of these risks which are summarized as
below:
a) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a
change in the price of a financial instrument. The value of a financial instrument may change as a result of
changes in the interest rates, foreign currency exchange rates, equity prices and other market changes
that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive
financial instruments including investments and deposits, foreign currency receivables, payables and
loans and borrowings. The objective of market risk management is to avoid excessive exposure in our
foreign currency revenues and costs.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in
foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense
is denominated in foreign currency).
(ii) Interest risk
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. Company's financial liabilities comprises mainly of interest¬
bearing OD with Bank, these are exposed to risk of fluctuation in market interest rate which change for
any market fluctuation.
b) Credit risk
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily
trade receivables) and from its financing activities, including deposits with banks and other financial
instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company
assesses the credit quality of the counterparties, taking into account their financial position, past
experience and other factor:
(i) Trade receivables
Customer credit risk is managed by the Company through its established policies and procedures which
involve setting up credit limits based on credit profiling of individual customers, credit approvals for
enhancement of limits and regular monitoring of important developments viz. payment history, change in
credit limits, regulatory changes, industry outlook etc. Outstanding receivables are regularly monitored
and an impairment analysis is performed at each reporting date on an individual basis for each major
customer. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the
impairment loss or reversal thereof. Concentration of credit risk with respect to trade receivables are
limited, due to Company's customer base being large and diverse. All trade receivables are reviewed and
assessed for default on monthly basis.
(ii) Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's finance
department in accordance with the Company's policy. Investments of surplus funds are made in bank
deposits, debentures and loans to corporates. The limits are set to minimize the concentration of risks
and therefore mitigate financial loss through counter party's potential failure to make payments.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31,
2025 and March 31, 2024 is the carrying amounts which are given below. Trade Receivables and other
financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing
to engage in the repayment plan with the Company.
(c) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on
time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity
to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and
deploys a robust cash management system. It maintains adequate source of financing through the use of
short-term bank deposits and short term investments. Processes and policies related to such risks are
overseen by senior management. Management monitors the Company's liquidity position through rolling
forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with
respect to its debt and concluded it to be very low.
The Company's objective in managing its capital is to safeguard its ability to continue as a going concern and
to optimise returns to our shareholders The Company considers the following components of its Balance
Sheet to be managed capital:
1) Share Capital and
2) Other Reserves comprising of General Reserve and Retained Earnings.
The Company's capital structure is based on the Management's assessment of the balances of key elements
to ensure strategic decisions and day to day activities.
The Company has not distributed any dividend to its shareholders The Company monitors gearing ratio i.e.
total debt in proportion to its overall financing structure, i.e. equity and debt. The capital structure of the
Company is managed with a view of the overall macro-economic conditions and the risk characteristics of the
underlying assets. The Company's policy is to maintain a strong capital structure with a focus to mitigate all
existing and potential risks to the Company, maintain shareholder, vendor and market confidence and
sustain continuous growth and development of the Company. The Company's focus is on keeping a strong
total equity base to ensure independence, security, as well as high financial flexibility without impacting the
risk profile of the Company. In order, to maintain or adjust the capital structure, the Company will take
appropriate steps as may be necessary.
No changes were made in the objectives, policies or processes for managing capital during the years ended
March 31, 2025 and March 31, 2024.
51. Other Statutory Information:
(a) The company has not been declared a wilful Defaulters by any bank or financial institution or
consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
(b) There are no proceedings initiated or pending against the company for holding any benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(c) The company has not traded or invested in Crypto currency or Virtual Currency during the reporting
periods.
(d) The company has neither advanced, loaned or invested funds nor received any fund to/from any
person or entity for lending or investing or providing guarantee to/on behalf of the ultimate
beneficiary during the reporting periods.
(e) There is no immovable property whose title deed is not held in the name of the company.
(f) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.
(g) The Company has complied with the number of layers prescribed under Companies Act, 2013.
(h) The Company do not have any transactions with companies struck off.
(i) As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, a company using accounting
software for maintaining its books of account shall use only such accounting software which has a
feature of recording audit trail of each and every transaction, that creates an edit log for each change
made in the books of account along with the date when such changes were made and ensuring that
such audit trail cannot be disabled.
The company have laid down appropriate policies to govern their Information Technology (IT)
environment, including the aspects of audit trails and have established controls in respect of user
access and database administration. Further, in respect of usage of cloud - based accounting
software, where applicable, appropriate contractual restrictions are in place regulating access
management at both application and database levels. Consequently, the company have ensured
compliance with aforesaid requirements in respect of audit trails with the exception of the feature of
recording audit trail (edit log) facility has not been enabled at the database level to log any direct
data changes for the accounting softwares used for maintaining the payroll and Inventory. However,
there is appropriate contractual restriction regulating access management at database level and
documenting the same.
52. The figures of previous year have been reclassified and regrouped wherever considered necessary.
The accompanying notes 1 to 52 are an integral part of the Financial Statements.
For and on behalf of the Board
For R. RAMPURIA & COMPANY
Chartered Accountants
Firm Registration No. 325211E
Avijit Maity Niraj Sinha
Managing Director & CFO Director
DIN:10456050 DIN: 06979287
CA Rajendra Rampuria
Partner
Membership No.108771
Place: Kolkata Tanya bansal
Date: The 30th day of May, 2025 Company Secretary
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