2.21 Provision, Contingent Liability and Contingent Assets
i. Provision
A provision is recognized, when company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made for the amount of obligation. The expense relating to the provision is presented in the profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
ii. Contingent Liability
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non¬ occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
Contingent liabilities, if material, are disclosed by way of notes and contingent assets, if any, are disclosed in the notes to financial statements.
iii. Contingent Assets
Contingent Assets are disclosed, where an inflow of economic benefits is probable.
2.22 Earnings Per Share
i. Basic earnings per share
Basic earnings per share is calculated by dividing
i. the profit attributable to owners of the Company; and
ii. by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.
ii. Diluted earnings per share
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and
- the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
2.23 Leases
i. As a lessee
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non¬ cancellable period of a lease, together with both periods covered by an option to extend the lease if the company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
ii. As a lessor
Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.
2.24 Employee benefits
i. Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
ii. Other long-term employee benefit obligations
The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the appropriate market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
iii. Post-employment obligations
a. Defined benefit gratuity plan:
The Company provides for the liability towards the said benefit on the basis of actuarial valuation carried out as at the reporting date, by an independent qualified actuary using the projected-unit- credit method. The Company has opted for a Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India (LIC), and the contribution is charged to the Statement of Profit & Loss each year.
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan. The defined benefit obligation is calculated annually as provided by LIC. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss. Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
b. Defined Contribution plan:
Contribution payable to recognised provident fund which is defined contribution scheme is charged to Statement of Profit & Loss. The company has no further obligation to the plan beyond its contribution.
iv. Other long-term employee benefits
The employees of the Company are entitled to compensated absences as well as other long¬ term benefits. Compensated absences benefit comprises of encashment and availment of leave balances that were earned by the employees over the period of past employment.
The Company provides for the liability towards the said benefit on the basis of actuarial valuation carried out quarterly as at the reporting date, by an independent qualified actuary using the projected-unit-credit method. The related re-measurements are recognized in the statement of profit and loss in the period in which they arise.
2.25 Operating Cycle
Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
2.26 Recent Indian Accounting Standards (Ind AS)
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below.
Ind AS 16 - Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment. The effective date for adoption of this amendment is annual periods
beginning on or after April 1, 2022. The Company has evaluated the amendment and there is no impact on its consolidated financial statements.
Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets - The amendment specifies that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2022, although early adoption is permitted. The Company has evaluated the amendment and the impact is not expected to be material.
2.27 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees in Lacs (upto two decimals), unless otherwise stated as per the requirement of Schedule III (Division II).
Note No 9.1: The Company has invested 5500 equity shares in “Remsons-Uni Autonics Private Limited” from its present promoters for acquisition of 55% stake @ H 10/- each, After said acquisition, Remsons-Uni Autonics Private Limited became subsidiary of the Company.
Note No 9.2: The Company has invested in 1,10,50,500 (One Crore Ten Lakh Fifty Thousand Five Hundred) Optionally Convertible Non-Cumulative, Non-Participating Redeemable Preference Shares of H 10/- (Rupees Ten only) each shares in “Remsons-Uni Autonics Private Limited” for the period of 5 years.
Note No 9.3: The Group has invested in 75000 Equity Shares having face value of H 10/- each, in 'Daiichi Remsons Electronics Private Limited’ (a 50:50 Joint Venture between the Company and Daiichi Infotainment Systems Private Limited)
Note no 9.4: The Group has invested in 52000 Equity Shares having face value of H 10/- each, in 'Aircom Remsons Automotive Private Limited’ (a 26:74 Joint Venture between the Company and Aircom Group AG, Switzerland, (through its Wholly Owned Subsidiary in India viz. Aircom Group India Private Limited)
20. EQUITY SHARE CAPITAL (Contd..)
* During the previous financial year, the company has Allotted 9,92,400 Equity Shares of H 10/- (Rupees Ten only) each of the Company for cash at an issue price of H 480/- each (including premium of H 470/- per Equity Share) on preferential basis, as approved by the members of the Company in their Extra Ordinary General Meeting held on 20th December, 2023 to 47 persons in public category, upon receipt of full issue price from the said persons in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The split impact of the shares in the ratio of 1:5 have been accounted for.
#During the previous financial year, the company has allotted 2,70,000 Equity Shares of H 10/- (Rupees Ten only) each of the Company upon conversion of 2,70,000 Warrants issued on preferential basis at an issue price of H 480/- each (including premium of H 470/- per Warrant), as approved by the members of the Company in their Extra Ordinary General Meeting held on 20th December, 2023 to 3 persons in Promoters and Promoter group entity. The split impact of the shares in the ratio of 1:5 have been accounted for.
The Company in their Extraordinary General Meeting held on 29th March 2024 approved the sub division of equity shares having face value of H 10/- each into 5 equity shares having face value of H 2/- each
Note No 20.2: Terms/rights attached to equity shares
(A) The company has only one class of equity shares having a par value of J 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholder in the ensuing Annual General Meeting.
(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholder.
Note No 22.1: Vehicle Loans from banks secured by Hypothecation of respective vehicles and repayable in 36 months to 60 months.
Note No 22.2: From State Bank of India, Mumbai secured by first charge on the fixed assets to the Company and repayable in 36 monthly instalments after a moratorium of 6 months from the date of disbursement.
Note No 22.3: From IndusInd Bank, Mumbai, secured by first charge on the fixed assets to the Company and repayable in 180 monthly instalments.
Note No 22.4: From Vivriti Capital Ltd, Mumbai, secured by first charge on the immovable property of the Director of the company and personal guarantee of one of the Director and repayable in 54 monthly instalments after a moratorium of 6 months from the date of disbursement.
The Company is unable to obtain the details of plan assets from LIC and hence the related disclosures are not given.
b) Leave encashment:
The Company has a policy on compensated absences which is applicable to its executives jointed upto a specified period and all employees. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date.
51. Balances of Trade Receivables, Trade Payables and Loans and Advances are subject to confirmation and consequential adjustment, if any.
52. In the opinion of the Board, Current Assets, Loans and Advances have value in the ordinary course of business at least equal to the amount at which they are stated.
53. Capital Management i) Risk Management
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitor capital using a gearing ratio and is measured by debt divided by total Equity. The Company’s Debt is defined as long-term and short-term borrowings including current maturities of long term borrowings and total equity (as shown in balance sheet) includes issued capital and all other reserves.
i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) 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. An explanation of each level follows underneath the table.
54. Fair Value Measurement (Contd..)
The fair values of current debtors, cash & bank balances,loan to related party, security deposit to goverment deparment, current creditors and current borrowings and other financial liability are assumed to approximate their carrying amounts due to the short-term maturities of these assets and liabilities.
ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
* the use of quoted market prices or dealer quotes for similar instruments
All of the resulting fair value estimates are included in level 3 except for unlisted equity securities, contingent consideration and indemnification asset, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
iii) Valuation processes
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
55. FINANCIAL RISK MANAGEMENT
The Company’s activities expose it to market risk , credit risk, liquidity risk and price risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact thereof in the financial statements.
55. FINANCIAL RISK MANAGEMENT (Contd..)
I Market risk
a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.
c) Price Risk
The company is exposed to price risk in basic ingrediants of Company's raw material and is procuring finished components and bought out materials from vendors directly. The Company monitors its price risk and factors the price increase in pricing of the products.
II Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables).
Credit Risk Management
The company's credit risk mainly from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data, available information on public domain and experience. Expected credit losses of financial assets receivable are estimated based on historical data of the Company. The company has provisioning policy for expected credit losses.
The maximum exposure to credit risk as at 31st March 2025 and 31st March 2024 is the carrying value of such trade receivables as shown in note 13 of the financial statements.
55. FINANCIAL RISK MANAGEMENT (Contd..)
III Liquidity Risk
Liquidity risk represents the inability of the Company to meet its financial obligations within stipulated time. To mitigate this risk, the Company maintains sufficient liquidity by way of working capital limits from banks
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:
H in Lacs
56. The Board of Directors at their meeting held on 21st May, 2025 proposed final dividend of Re. 0.3 per share i.e 15% on Equity Share of H 2/- each, subject to the approval of the members at the ensuring Annual General meeting.. Dividends paid during the year ended March 31st, 2024 include an amount of H 0.30 per equity share towards final dividend for the year ended March 31st, 2024.
57. The following are applicable analytical ratios for the year ended March 31st, 2025 and March 31st, 2024: (Contd..)
Note:
1. Increase in debt is due to increase in borrowings during the current year
2. Increase due to rolling of Working Capital
58. Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013:
59. Benami Property held
No proceeding has been initiated or pending against the group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder
60. Relationship with Struck off Companies as on March 31st, 2025
The group has no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
61. Registration of charges or satisfaction with Registrar of Companies
The Company has no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
62. The Previous year figures have been regrouped/reclassified, wherever necesssary to confirm to the current presentation as per the schedule III of Companies Act, 2013.
63. During the year, an accidental fire occurred at Company's their third party warehouse at Manesar and the net losses after considering the claim settled by the insurance company have been classified as an exceptional item in the current Year.
64. The expenses on issue of securities, which qualify as equity instruments has been netted off against the securities premium amount.
As per our report of even date attached For and on behalf of the Board
For KANU DOSHI ASSOCIATES LLP REMSONS INDUSTRIES LIMITED
Chartered Accountants FRN : 104746W / W100096
Krishna Kejriwal Amit Srivastava
Chairman & Managing Director Chief Executive Officer
DIN : 00513788
Kunal Vakharia Debendra Panda Rohit Darji
Partner Chief Financial Officer Company Secretary
Membership No. 148916v
Place : Mumbai Place : Mumbai
Dated : 21st May, 2025 Dated : 21st May, 2025
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