3.19 Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive) 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 a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Contingent assets are not disclosed in the financial statements unless an inflow of economic benefits is probable.
Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.
3.20 Statement of Cash Flows
Cash flows are reported using the indirect method. The cash flows from operating, investing and financing activities of the Company are segregated.
3.21 Earnings per share
Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares, except where the result would be anti-dilutive.
3.22 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.
3.23 Recent pronouncements
There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs (“MCA”) under section 133 of the Companies Act, 2013, which are issued and not effective as at March 31,2024.
3 (B) Other Accounting Policies
(i) Cash and Cash Equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts/cash credit as they are considered an integral part of the Company’s cash management.
(ii) Income taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Standalone Financial Statement. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
(iii) Business combinations
Business combinations (except for Business Combinations under Common Control) are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:
- Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
- Assets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 ‘Non-current Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss or OCI, as appropriate.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, then the gain is recognized in OCI and accumulated in equity as capital reserve.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. Any impairment loss for goodwill is recognized in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
(iv) Business Combination under Common control
A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination and the control is not transitory. The transactions between entities under common control are specifically covered by Appendix C to Ind AS 103 and are accounted for using the pooling-of-interest method as follows:
- The assets and liabilities of the combining entities are reflected at the carrying amounts.
- No adjustments are made to reflect fair values, or recognize new assets or liabilities. Adjustments are made to harmonize significant accounting policies.
- The financial information in the financial statements in respect of prior periods is restated as if the business combination has occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.
The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with the corresponding balance appearing in the financial statements of the transferee. The identity of the reserves is preserved and the reserves of the transferor become the reserves of the transferee.
The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately from other capital reserves.
General Reserve
Genreal Reserve is created from time to time by way of transfer of profit from retained earnings for appropriation purposes. General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income. The reserve will be utilised in accrdance with the Provisions of the Act.
Securities Premium Reserve
Securities Premium reserve is created when shares are issued at premium. It is utilised in accordance with the provisions of the Act, to issue bonus shares , to provide for on redemption of shares or debentures, write of equity related expneses like underwriting cost etc. The reserve will be utilised in accordance with the Provisions of the Act.
Retained Earnings
Retained Earnings are the profits that the company has earned till date less any transfer to General Reserve , dividend or distributions paid to the shareholders. The reserve will be utilised in accordance with the provisions of the Act.
Equity Instruments through OCI
This represents the cumulative gain and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irevocable option , net of amounts reclassified to retained earnings when such assets are disposed off. The reserve will be utilised in accordance with the provisions of the Act
Investment Allowance Reserve
Investment Allowance Reserve is created by way of transfer from Retained Earnings due to being eligible to claim deduction under section 32 AC (1A) of Income Tax Act for addition in new Plant and Machinery exceeding Rs. 2500 lakhs during Financials Years 201516 and 2016-17. The reserve will be utilised in accordance with the Provisions of the Act
Capital Redemption Reserve
Capital Redemption Reserve is created by way of transfer from Retained earning at the time of redemption of Cumulative Redeemable Preference Shares in accordance with the Act. The reserve will be utilised in accordance with the provisions of the Act.
Revaluation Reserve
Revaluation reserve is created at the time of revaluation of its freehold land in accordance with the stipulation of IND AS 101. The reserve will be utilised in accordance with the Provisions of the Act.
Amalgamation Reserve
Amalgamation reserve is created for the excess of fair value of assets taken over above the value of liabilities taken over by the company after adjusting the face value of shares allotted to the members of Hempri Containers Pvt Limited in terms of amalgamation scheme of Hempri Containers Pvt Limited. The reserve will be utilised in accordance with the Provisions of the Act.
Capital Reserve on Amalgamation
Capital Reserve on amalgamation is created as per amalgamation scheme of Oriental Containers Limited and Shinrai Auto Services Limited at the time of amalgamation with the company. The reserve will be utilised in accordance with the provisions of the Act.
Capital Reserve
Capital Reserve is created as per amalgamation scheme of Zexuite Investment Limited , Naman Tradevest Pvt Limited and Oricon Properties Pvt Limited in accordance with amalgamation scheme and NCLT Order with the company. The reserve will be utilised in accordance with the provisions of the Act.
Basic earnings per share is calculated by dividing the Profit/(loss) fo the year attributable to ordinary equity share holders of the Company by weighted average number of ordinary shares outstanding during the year.
Diluted Profit/(loss) per share are calculated by dividing the Profit/(loss) attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
During the year, the company does not have any outstanding dilutive potential equity shares. Consequently, the basic and diluted earning per share of the company remains the same.
43 Critical accounting estimates and judgments
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. This note provides an overview of the areas that involves a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.
The areas involving critical estimates or judgments are:
1. Estimation of useful life of tangible asset and intangible asset (Note 4&8)
2. Recognition of deferred tax asset/liabilities (Note 26)
3. Estimation of defined benefit obligation (Note 44)
4. Estimation of contingent liabilities and commitments (Note 46)
5. Impairment of assets
6. Recoverability of Trade Receivables (Note 54D)
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
44 Disclosure under Indian Accounting Standard 19 (Ind AS 19) on Employee Benefit as notified under Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended).
a) Defined Contribution Plan
Contribution to Provident Fund, Superannuation Scheme and Employee State Insurance Scheme
Contribution to Defined Contribution Plan are charged off for the year as under :
The Company makes contribution in respect of qualifying employees towards Provident Fund and Superannuation Fund, which is defined contribution plan. The Company has no obligation other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue.
(B) Commodity Risk
i) Rate Risk
The operating activities involve purchase of raw materials such as Mix Pentane, Pet Resign, Tin free steel/Tin plate, Aluminium sheet/Slug/Ingots, Polymers whose prices are exposed to the risk of fluctuation over short periods of time. Commodity price risk exposure is evaluated and managed through procurement and other related operating policies. As of March 31,2024 and March 31,2023, the above Company had not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.
ii) Product Substitution Risk
Company manufactures closures, such as crown caps and plastic caps for bottles and containers for beverages, liquor, food products, and pharmaceuticals. Company's scale of operations may witness a decline, if there is a significant shift towards newer packaging products, such as tetra packs, sachets, strips, and other flexible packaging, by end-user industries.
Demand for crown caps is going down due to soft drink industry gradually shifting from glass bottles to pet bottles. This has reduced our Crown sales but simultaneously increases our plastic closure off take.
(C) Management of Market Risk
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. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Company’s policy. Counter party credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counter party’s potential failure to make payments.
(E) Capital management
The Company’s objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.
In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments.
Apart from internal accrual, sourcing of capital is done through borrowing, both short term and long term. The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘total equity’. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings, less cash and cash equivalents, other bank bank balances and current investments.
The fair value of financial instruments referred above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements). The categories used are as follows :
Level 1 hierarchy includes financial instruments measured using quoted prices. This includes equity instruments and mutual funds that have a quoted price. The mutual funds are valued using the closing NAV and equity instruments are valued at share price as at reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market 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.
There were no transfers between levels 1 and 2 during the year ended March 31,2024 and March 31,2023.
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 unlisted equity securities which are included in level.
55 Derivative Instruments
The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company’s strategy, which provides principles on the use of such forward contracts consistent with Company’s Risk Management Policy. The Company does not use forward contracts for speculative purposes.
56 In the opinion of the Management, Current Assets, Loans & Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.
57 The Company's pending litigations comprise of claim against the company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, whenever required and disclosed the contingent liabilities, whenever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position. (Refer note no. 46 for details on contingent liabilities).
58 The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
59 For the year ended March 31, 2024, there has been no delay in transferring amounts, required to be transferred, to the Investor Education & Protection Fund under relevant provisions of the Companies Act, 2013.
60 Subsequent to the year ended March 31,2024, the Board of Directors, at the meeting held on May 30, 2024, recommended dividend at the rate 25% (Rs. 0.50/- per equity share of par value of Rs. 2/- each) for the year ended March 31,2024 subject to the approval of members in the Annual General Meeting. The total dividend outgo will be Rs. 785.24 lakhs.
61 The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code and recognise the same when the Code becomes effective.
62 Discontinuing Operations
(A) Petrochemical Division
(i) The Board of Directors at its Meeting held on September 07, 2023 has, subject to the receipt of necessary approvals, permissions, consents from appropriate authorities, approved sale of assets of Company’s Petrochemical Unit at village Niphan and Anandwadi, District Raigarh, Maharashtra for a total consideration of Rs. 1900 Lakhs to Narendra Plastochem Private Limited (NPPL). The Company expects to complete the sale of assets before July 31,2024. Accordingly, the Company has classified the operations of Petrochemical Unit as Discontinuing Operations as per Ind AS 105 - “Non -Current Assets held for Sale and Discontinued Operations”.
(B) Packaging Division
i Subsequent to the balance sheet date, the Board of Directors at its Meeting held on April 09, 2024 had, subject to approval of members of the Company through Postal Ballot and such other approvals, consents, permissions and sanctions as may be deemed necessary, approved sale of Company’s Business of 'manufacturing, trading and Sale of Plastic Closures and Preforms' [Sale of Undertaking(s)] situated at Kundaim Industrial Estate, Kundaim in the state of GOA and IDCO Khordha in the state of Odisha by way of slump sale on a going concern basis at an enterprise value of Rs. 52,000 Lakhs to Manjushree Technopack Limited (MTL). The Company has also entered into a Business Transfer Agreement (BTA) for sale of said undertaking(s) on April 10, 2024.
Members of the Company has approved the special resolution for sale of undertaking(s) on May 23, 2024. The Company expects to complete the sale of undertaking(s) on or before August 09, 2024. Accordingly, the Company has classified the operations of said undertaking(s) as Discontinuing Operations as per Ind AS 105 - “Non -Current Assets held for Sale and Discontinued Operations”.
64 During the previous year ended March 31,2023 , pursuant to share purchase agreement the company had acquired 5,47,297 equity shares of face value at Rs. 10 each of United Shippers Limited, a material subsidiary, at a price of Rs. 710 per equity share on April 27, 2022 for an amount of Rs. 3,885.81 Lakhs. Pursuant to the said purchase, the holding of Oricon Enterprises Limited has increased to 98.05% from existing holding 82.79% in equity shares of United Shippers Limited, a material subsidiary.
Further, the Company has acquired 69,896 equity shares of face value at Rs. 10 each of United Shippers Limited, a material subsidiary, at a price of Rs. 790 per equity share on December 26, 2022 for an amount of Rs. 552.18 Lakhs. Pursuant to the said purchase, the holding of Oricon Enterprises Limited has increased to 100% from existing holding of 98.05% in equity shares of United Shippers Limited, a material subsidiary.
65 The Company had declared Lock Out on 18th February, 2022 at Murbad factory effective March 05, 2022 by suspending manufacturing activities, due to multiple union rivalry as well as due to exorbitant and unreasonable demand submitted by the Unions. Now, the Company has reached amicable settlement with the Labour Unions and consequently the Company has resumed operations for manufacturing at Murbad factory w.e.f. April 22, 2023.
66 Additional regulatory information required by Schedule III
(i) Details of benami property held
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.
(ii) Borrowing secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are not in agreement with the books of accounts, the details of the same is as under:
(iii) Wilful defaulter
None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iv) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956
(v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(vi) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
vii) Utilisation of borrowed funds and share premium
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
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
(viii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(ix) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year
(x) Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year except for Freehold Land (refer note 4 ).
(xi) Charge
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
68 Maintenance of Audit Trail
The Company has used accounting software for maintaining its books of account which does not a feature of recording audit trail (edit log) facility throughout the year for all relevant transactions recorded in the software. The Company is in the process of system (accounting software) upgradation to meet the audit trail requirements of Rule 3(1) of the Companies (Accounts) Rule 2014."
69 Previous year's figure have been regrouped / rearranged and reclassified wherever necessary to conform to the current year's presentation. As required by the Ind AS 105 -Non Current Assets Held for Sale and Discontinued Operations, the Statement of Profit and Loss for the year ended March 31,2023 has been restated to make it comparable.
As per our report of even date attached
For & on behalf of the Board
For S G N & Co.
Chartered Accountants Firm Registration No.: 134565W
Adarsh Somani B. K. Toshniwal
, Managing Director Executive Director
^3™ n (DIN: 00192609) (DIN: 00048019)
Membership No.: 147097
B.M. Gaggar Sanjay Jain
Mumbai Chief Financial Officer Company Secretary
May 30, 2024 (PAN: AEFPG7277L) (PAN: AAIPJ2491G)
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