2.14 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 and it
is probable that the outflow of resources embodying economic
benefits will be required to settled the obligation in respect
of which reliable estimate can be made of the amount of the
obligation. When the Company expects some or all of a provision
to be reimbursed, the expense relating to provision presented
in the statement of profit & loss is net of any reimbursement.
If the effect of the time value of money is material, provisions
are disclosed using a current pre-tax rate that reflects, when
appropriate, the risk specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is
recognized as finance cost.
Contingent liability is disclosed in the notes in case of:
• 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.
• A present obligation arising from past event, when it is not
probable that as outflow of resources will be required to
settle the obligation
• A present obligation arises from the past event, when no
reliable estimate is possible.
Commitments include the amount of purchase order (net of
advances) issued to parties for completion of assets
Provisions, contingent liabilities, contingent assets and
commitments are reviewed at each balance sheet date
2.15 Earnings per Share
Basic 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 equity shareholders
and the weighted average number of shares outstanding during
the period are adjusted for the effects of all potential dilutive
equity shares.
2.16 Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand and at bank,
deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less
that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
For the purpose of the Statement of Cash Flows, cash and cash
equivalents consists of cash and short term deposits, as defined
above, net of outstanding bank overdraft as they being considered
as integral part of the Company's cash management.
2.17 New and amended Standards:
Ministry of Corporate Affair ("MCA") notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards), Rules as issued from time to time.
• For the year ended March 31, 2025, MCA has notified
Ind AS - 117 Insurance Contracts.
• Amendments to Ind AS 116 - Leases, relating to sale and
leaseback transactions, applicable to the Company w.e.f April 1,
2024
The Company has reviewd the new pronuncements and based on
its evaluation has determined that it does not have any significant
impact on its financial statements.
Note :
The Company along with Tridhaatu Realty Infra Private Ltd (Tridhaatu) formed an Association of Persons (AOP) namely Panchtatva Realty for
constructing a residential building in Chembur, Mumbai and made an investment of Rs. 2,000 Lakhs in the AOP. Out of its entitlement of 64,000
square feet, the company sold 10,795 square feet to the AOP member - Tridhaatu vide deed of modification dated December 17, 2015. The
Company's entitlement is limited to above mentioned built up area only and no other economic benefits and hence not construed asJoint Venture.
The valuation of the capital contribution in Panch Tatva Realty had been conducted by an independent valuer as on April 2025 and the market
value estimated at Rs.4,668 Lakhs. Till the construction/ development of the property, no rental income shall accrue to the company other
than disposal of the entitlement. There is no restriction on the realisability of investment property or the remittance of income and proceeds
of disposal. Investment property is not subject to any depreciation till construction / development of the said property.
(iv) Rights, preferences and restrictions attached to equity shares
a) The Company has one class of equity shares having par value of Rs 10/- per share. Each shareholder is eligible for one vote per
share held. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual
General Meeting. In the event of liquidation of the company, the equity shareholders will be entitled to receive any of the remaining
assets of the company in proportion to the number of equity shares held by the sharholders, after distribution of all preferential
amounts.
b) During the year ended March 31, 2025 the amount of dividend per share distributed to equity shareholder was NIL (PY Rs.5/- per
share for the year ended 31 March, 2024).
(v) Note:- As on date, 1,59,581 equity shares of the shareholders of Renaissance Advanced Consultancy Limited(RACL) are still in the
Suspense escrow Demat Account bacause these are held physically by the shareholders.
Nature & purpose of reserves
i) General Reserve :
General reserve represents the statutory reserve, this is in accordance with Indian Corporate Law wherein a portion of profit is apportioned
to general reserve. Under Companies Act, 1956 it was mandatory to transfer the amount before a company can declare dividend. However
under Companies Act 2013 ("the Act"), transfer of any amount to general reserve is at the discretion of the Company.
ii) Retained Earnings :
Retained earnings represents undistributed profits of the Company which can be distributed to its equity shareholders in accordance with
the requirement of the Act.
iii) Other Comprehensive Income (OCI) Reserves :
Other comprehensive income (OCI) reserve represent the balance in equity for items to be accounted in OCI. OCI is classified into (i) items that
will not be reclassified to profit and loss, and (ii) items that will be reclassified to statement of profit and loss.
iv) Capital Reserve :
Created pursuant to a Scheme of Amalgamation between the Company and Renaissance Advanced Consultancy Limited, (RACL), Renaissance
Stocks Limited (RSL) and Semac Consultants Private Limited ("SCPL") with the Company wide order of the Honourable National Company Law
Tribunal (NCLT) on June 21, 2023.
v) Capital Redemption Reserve :
Capital Redemption Reserve is created for an amount equivalent to the nominal value of shares redeemed during the year (Due to schemes
of amalgamations / mergers with the Company).
33. Segment Information
(i) General Disclosure
The Company operates mainly in one business segment viz. EPC services and engineering, consultancy for commercial and industrial
projects being primary segment and all other activities revolve around the main activity.The company operates in India, so there is only
one geographical segment.
The above reportable segments have been identified based on the significant components of the enterprise for which discrete financial
information is available and are reviewed by the Chief Operating Decision Maker (CODM) to assess the performance and allocate
resources to the operating segments.
(ii) Information about major customers:
Out of total revenue 75% of revenue earned from major four customers
Defined Benefit Plans
Gratuity (being partly funded) is computed as 15 days salary, for every recognized retirement/ termination / resignation. The Gra¬
tuity plan for the Company is a defined benefit scheme where annual contributions as per actuarial valuation are charged to the
Statement of Profit and Loss.
For summarizing the components of net benefit expense recognized in the Statement of Profit and Loss and the funded sta¬
tus and amounts recognized in the Balance Sheet for the respective plans, the details are as under
37. Financial Risk Management
Financial Risk Factors
The Company's operational activities are exposed to various financial risks i.e. market risk, credit risk and risk of liquidity. The Company
realizes that risks are inherent and integral aspect of any business. The primary focus is to foresee the unpredictability of financial
markets and seek to minimize potential adverse effects on its financial performance. The Company's senior management oversees the
management of these risks and devises appropriate risk management framework for the Company. The senior management provides
assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Company's policies and risk objectives.
A. 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.
The Company is exposed to the risk of movements in interest rates and foreign currency exchange rates that affects its assets, liabilities
and future transactions. The Company is exposed to following key market risks:
i 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. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's borrowing
obligations.
B. Credit Risk:
Credit Risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Company is exposed to credit risk from its operating activities and from its financing activities, including deposits and other financial
instruments
To manage this, Company periodically assesses the financial reliability of customers, taking into account factors such as credit track record
in the market and past dealings with the Company for extension of credit to customer Company monitors the payment track record of the
customers. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each quarter end on an
individual basis for major customers. In addition, a large number of minor receivables are grouped into homogenous groups and assessed
for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets as
discussed below. The Company evaluates the concentration of risk with respect to trade receivables as low, the trade receivables are located
in several jurisdictions and operate in largely independent markets.
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the
Company's policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the
Management on regular basis. All balances with Banks and Financial Institutions is subject to low credit risk due to good credit ratings assigned
to the Company. 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.
C. Liquidity Risk:
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash
or another financial asset. The Company's cash flow is a mix of cash flow from collections from customers on account of engineering
services. The other main component in liquidity is timing to call loans/ funds and optimization of repayments of loans installment, interest
payments.
Following are the maturities of financial liabilities of the Company for the year end.
Contractual maturities of financial liabilities as at March 31, 2025
Fair value Hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
39. Capital Management
For the purpose of the Company's capital management, equity includes issued equity capital, securities premium and all other equity reserves
attributable to the equity shareholders and net debt includes interest bearing loans and borrowings less current investments and cash
and cash equivalents. The primary objective of the Company's capital management is to safeguard continuity, maintain a strong credit
rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements
of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, non-current borrowings
and current borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial
covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
41 Other Statutory Information:
(i) All the Title deeds of Immovable Properties are held in name of the Company.
(ii) The company has not revalued any Property, Plant and Equipement including Right of Use Asset during the year
(iii) The company has not revalued any Intangible asset during the year.
(iv) The company has not granted any loans or advances to promoters, directors, KMPs and the related parties (as defined under Companies Act,
2013), either severally or jointly with any other person.
(v) The company does not have any intangible asset under development during the year end.
(vi) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any
Benami property.
(vii) Borrowings secured against current assets - The company has filed the quarterly returns or statements of current assets with banks and in
agreement with the books of accounts.
(viii) The lender of the company has not declared company as wilful defaulter and also company has not defaulted in repayment of loan to the
lender.
(ix) The Company does not have any transactions with any companies struck off.
(x) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(xi) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on
number of Layers) Rules, 2017.
(xii) The company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility
and the same has been operated w.e.f. 29th May 2024 (except for one unit i.e. operated throughout the year) for all relevant transactions
recorded in the software. However, the system is so integrated which could not be altered at Database Management System (DBMS) level when
using certain access rights.
(xiii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding
whether (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.
(xiv) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.
As per our report of even date For and on behalf of the Board of Directors of
For and on behalf of SEMAC CONSTRUCTION LIMITED (formerly known as Semac Consultants Limited)
S S KOTHARI MEHTA & CO LLP
Chartered Accountants
FRN.000756N/N500441
VIVEK RAUT ABHISHEK DALMIA DEEPALI DALMIA DEEPAK JAIN AAKRITI GUPTA
Partner Chairman and Managing Director Director Chief Financial Company Secretary
Membership No: 097489 DIN: 00011958 DIN: 00017415 Officer Membership No. A60548
Place:Gurugram Place:Gurugram
Date: 27 May 2025 Date: 27 May 2025
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